10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K/A

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨	For the fiscal year ended December 31, 2010
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from       ____________________ to   ____________________

Commission File Number 001-14273

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Shares, EUR 0.02 Par Value Per Share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No ¨

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ý	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý

As of June 30, 2010, the number of common shares outstanding was 44,675,908. At that date, the aggregate market value of common shares held by non-affiliates of the registrant was approximately $3,167,283,939.

As of February 17, 2011, the number of common shares outstanding was 45,067,456.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2011, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

This document (excluding exhibits) contains 71 pages.

The table of contents is set forth on the following page. The exhibit index begins on page 31.

Explanatory Note

This Amendment  No. 1 is being filed solely for the purpose of inserting the conformed signature of the independent registered public accounting firm on their report on page F-1 and their consent in Exhibit 23.1, which were inadvertently omitted from the initial filing, although we had manually signed copies of both documents from PricewaterhouseCoopers LLP in our possession prior to making the original filing.  Except for this insertion, there have been no changes in any of the financial or other information contained in the report nor have the disclosures contained therein been updated to reflect any events which occurred at a date subsequent to the date of the Form 10-K.  For convenience, the entire Annual Report on Form 10-K, as amended, is being re-filed.

CORE LABORATORIES N.V.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13.	Certain Relationships and Related Transactions and Director Independence	30
Item 14.	Principal Accountant Fees and Services	30
PART IV
Item 15.	Exhibits, Financial Statement Schedules	31

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PART I

ITEM 1. BUSINESS

General

Core Laboratories N.V. is a Netherlands limited liability company.  We were established in 1936 and are one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management services to the oil and gas industry. These products and services are directed toward enabling our clients to improve reservoir performance and increase oil and gas recovery from their producing fields. We have over 70 offices in more than 50 countries and have approximately 5,000 employees.

References to "Core Lab", the "Company", "we", "our", and similar phrases are used throughout this Annual Report on Form 10-K (this "Form 10-K") and relate collectively to Core Laboratories N.V. and its consolidated affiliates.

Business Strategy

Our business strategy is to provide advanced technologies that improve reservoir performance by (i) continuing the development of proprietary technologies through client-driven research and development, (ii) expanding the services and products offered throughout our global network of offices and (iii) acquiring complementary technologies that add key technologies or market presence and enhance existing products and services.

Development of New Technologies, Services and Products

We conduct research and development to meet the needs of our clients who are continually seeking new services and technologies to lower their costs of finding, developing and producing oil and gas. While the aggregate number of wells being drilled per year has fluctuated relative to market conditions, oil and gas producers have, on a proportional basis, increased expenditures on technology services to improve their understanding of the reservoir and increase production of oil and gas from their producing fields. We intend to continue concentrating our efforts on services and technologies that improve reservoir performance and increase oil and gas recovery.

International Expansion of Services and Products

Another component of our business strategy is to broaden the spectrum of services and products offered to our clients on a global basis. We intend to continue using our worldwide network of offices to offer many of our services and products that have been developed internally or obtained through acquisitions. This allows us to enhance our revenues through efficient utilization of our worldwide network.

Acquisitions

We continually review potential acquisitions to add key services and technologies, enhance market presence or complement existing businesses.

More information relating to our acquisitions is included in Note 3 of the Notes to Consolidated Financial Statements in this Form 10-K ("Notes to Consolidated Financial Statements").

Operations

We derive our revenues from services and product sales to clients primarily in the oil and gas industry.

Our reservoir optimization services and technologies are interrelated and are organized into three complementary segments. Disclosure relating to the operations and financial information of these business segments is included in Note 15 of the Notes to Consolidated Financial Statements.

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- Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.

- Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

- Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

We offer our services worldwide through our global network of offices. Services accounted for approximately 76%, 80% and 77% of our revenues from operations for the years ended December 31, 2010, 2009 and 2008, respectively.

We manufacture products primarily in four facilities for distribution on a global basis. Product sales, generated principally in our Production Enhancement segment, accounted for approximately 24%, 20% and 23% of our revenues from operations for the years ended December 31, 2010, 2009 and 2008, respectively.

Our product sales backlog at December 31, 2010 was approximately $26.0 million compared to $24.2 million at December 31, 2009. Sources of raw materials for our products are readily available and we expect that our current sales backlog at December 31, 2010 will be completed in 2011.

Reservoir Description

Commercial oil and gas fields consist of porous and permeable reservoir rocks that contain natural gas, crude oil and water. Due to the density differences of the fluids, natural gas typically caps the field and overlies an oil layer, which overlies the water. We provide services that characterize the porous reservoir rock and all three reservoir fluids. Services relating to these fluids include determining quality and measuring quantity of the fluids and their derived products.  This includes determining the value of different crude oil and natural gases by analyzing the individual components of complex hydrocarbons.  These data sets are used by oil companies to determine the most efficient method by which to recover, process and refine these hydrocarbons to produce the maximum value added to crude oil and natural gas.

We analyze samples of reservoir rocks for their porosity, which determines reservoir storage capacity, and for their permeability, which defines the ability of the fluids to flow through the rock. These measurements are used to determine how much oil and gas are present in a reservoir and the rates at which the oil and gas can be produced. We also use our proprietary services and technologies to correlate the reservoir description data to wireline logs and seismic data by determining the different acoustic velocities of reservoir rocks containing water, oil and natural gas. These measurements are used in conjunction with our reservoir management services to develop programs to produce more oil and gas from the reservoir.

Production Enhancement

We produce data to describe a reservoir system that is used to enhance oil and gas production so that it may exceed the average oilfield recovery factor, which is approximately 40%. Two production enhancement methods commonly used are (i) hydraulic fracturing of the reservoir rock to improve flow and (ii) flooding a reservoir with water, carbon dioxide, nitrogen or hydrocarbon gases to force more oil and gas to the wellbore. Many oilfields today are hydraulically fractured and flooded to maximize oil and gas recovery. Our services and technologies play a key role in the success of both methods.

The hydraulic fracturing of a producing formation is achieved by pumping a proppant material in a gel slurry into the reservoir zone at extremely high pressures. This forces fractures to open in the rock and "props" or holds the fractures open so that reservoir fluids can flow to the production wellbore.  Our data on rock type and strength are critical for determining the proper design of the hydraulic fracturing job. In addition, our testing indicates whether the gel slurry is compatible with the reservoir fluids so that damage does not occur to the porous rock network. Our proprietary and patented ZeroWash® tracer technology is used to determine that the proppant material was properly placed in the fracture to ensure effective flow and increased recovery.

SpectraChem® is another proprietary and patented technology developed for optimizing hydraulic fracture performance. SpectraChem® is used to aid operators in determining the efficiency of the fracture fluids used. SpectraChem® tracers allow operators to evaluate the quantity of fracture fluid that returns to the wellbore during the clean-up period after a hydraulic fracturing event.  This technology also allows our clients to evaluate load recovery, gas breakthrough, fluid leakoff and breaker efficiency, all of which are important factors for optimizing natural gas production after the formation is hydraulically fractured.

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Core’s patented and proprietary SpectraChem® fracture diagnostic service continued to evolve with the introduction of the SpectraChem® Plus+ service in early 2009.  The new SpectraChem® Plus+ service is effective in determining the effectiveness and efficiency of the hydraulic fracture stimulation of long multistage horizontal wells in gas-shale plays throughout North America.  SpectraChem® Plus+ data sets are used to determine how each frac stage, which may number up to 30 per well, is flowing.  Frac stages with ineffective flows may warrant further stimulation or remedial actions.  

We conduct dynamic flow tests of the reservoir fluids through the reservoir rock, at actual reservoir pressure and temperature, to realistically simulate the actual flooding of a producing zone. We use patented technologies, such as our Saturation Monitoring by the Attenuation of X-rays (SMAX™), to help design the enhanced recovery project. After a field flood is initiated, we are often involved in monitoring the progress of the flood to ensure the maximum amount of incremental production is being achieved through the use of our SpectraFloodTM technology, which we developed to optimize sweep efficiency during field floods.

Our unique completion monitoring system, Completion Profiler™, helps to determine flow rates from reservoir zones after they have been hydraulically fractured. This provides our clients with a baseline of early production information and can be compared to subsequent production logs later in the life of the well to see if and where hydrocarbon production varies.

Our PackScan™ patented technology, which is used as a tool to evaluate gravel pack effectiveness in an unconsolidated reservoir, has contributed to our revenue growth. PackScan™ measures the density changes in the area around the tool and is designed to observe the changes within the wellbore to verify the completeness of the gravel pack protection of the wellbore without any additional rig time.

In addition to our many patented reservoir analysis technologies, we have established ourselves as a global leader in the manufacture and distribution of high-performance perforating products. Our unique understanding of complex reservoirs supports our ability to supply perforating systems engineered to maximize well productivity by reducing, eliminating and overcoming formation damage caused during the completion of oil and gas wells. Our "systems" approach to the perforating of an oil or gas well has resulted in numerous patented products. Our HERO™ (High Efficiency Reservoir Optimization) and recently introduced SuperHERO™ and SuperHERO Plus+™ perforating systems have quickly become industry leaders in enhancing reservoir performance. The SuperHERO™ and SuperHERO Plus+™ perforating systems compliment our successful HERO™ line and are designed to optimize wellbore completions and stimulation programs in gas-shale reservoirs.  Evolved from our HERO™ charges, the SuperHERO™ and the SuperHERO Plus+™ charges use a proprietary and patented design of powdered metal liners and explosives technology that results in a deeper and cleaner perforating tunnel into the gas-shale reservoir.  This allows greater flow of hydrocarbons to the wellbore and helps to maximize hydrocarbon recovery from the reservoir.  Moreover, the deeper, near debris-free perforations enable lower fracture initiation pressures, reducing the amount of pressure-pumping horsepower required and its associated cost.  SuperHERO™ and SuperHERO Plus+™ charges can eliminate the ineffective perforations that would otherwise limit daily natural gas production and hinder the optimal fracture stimulation programs needed for prolific production from the Marcellus, Barnett, Fayetteville, Haynesville and similar gas-shale formations. Our manufacturing operations in the United States and Canada continue to meet the global demand for our perforating systems through facility expansion in addition to gains in efficiency and productivity.

Our Horizontal Time-Delayed Ballistics Actuated Sequential Transfer (HTD-BlastTM) perforating system is a technology useful for the effective and efficient perforation of extended-reach horizontal completions in the Bakken, Eagle Ford, and other shale formations.  The HTD-BlastTM perforating system can be deployed via coiled tubing, and it currently enables eight perforating events, beginning at the farthest reaches, or toe regions, of extended-reach horizontal wells.  The toe region is the most difficult section of an extended-reach well to effectively perforate and fracture stimulate.  The HTD-BlastTM system significantly improves the potential for production from those sections.  A proprietary, time-delayed detonating sequence allows the operator to position and perforate up to eight discrete zones.  This efficiency, coupled with Core’s effective SuperHERO Plus+™ perforating charges, results in superior perforations at a much reduced operating cost.  Superior perforations then allow effective fracture stimulation programs that can maximize production from extended horizontal wells.

We have experienced technical services personnel to support clients through our global network of offices for the everyday use of our perforating systems and the rapid introduction of new products. Our personnel are capable of providing client training and on-site service in the completion of oil and gas wells. Our patented X-SPAN™ and GTX-SPAN™ casing patches are supported by our technical services personnel.  These systems are capable of performing in high pressure gas environments and are used to seal non-productive reservoir zones from the producing wellbore.

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Reservoir Management

Reservoir description and production enhancement information, when applied across an entire oilfield, is used to maximize daily production and the ultimate total recovery from the reservoir. We are involved in numerous large-scale reservoir management projects, applying proprietary and state-of-the-art techniques from the earliest phases of a field development program until the last economic barrel of oil is recovered.

These projects are of increasing importance to oil companies as the incremental barrel is often the lowest cost and most profitable barrel in the reservoir. Producing incremental barrels increases our clients' cash flows which we believe will result in additional capital expenditures by our clients, and ultimately further opportunities for us.  We also develop and provide industry consortium studies to provide critical reservoir information to a broad spectrum of clients in a cost effective manner such as our multi-client regional reservoir optimization projects for both North America and international studies, especially studies pertaining to unconventional natural gas reservoirs such as our ongoing gas-shale studies entitled Reservoir Characterization and Production Properties of the

Haynesville and Bossier Shales in Louisiana and Texas, Marcellus Shale Study in the Appalachian Mountains, Reservoir Characterization and Production Properties of Gas Shales and a joint industry project evaluating the petrophysical, geochemical and production characteristics of the Eagle Ford Shale in South Texas. Additional studies being performed are our long running deep water Gulf of Mexico studies, a worldwide characterization of tight-gas sands, with special emphasis in the Middle East region, deepwater studies off the coasts of West Africa and Brazil, a study on the petroleum potential of offshore Vietnam and a Global Gas Shale Study that examines the gas shale potential in central and southern Europe, north Africa, India, China and Australia among other regions.

We sell and maintain permanent real time reservoir monitoring equipment that is installed in the reservoir for our oil and gas company clients which eliminates the need for down-hole electronic components providing increased reliability and high temperature capability in extreme operating environments.

Marketing and Sales

We market and sell our services and products through a combination of sales representatives, technical seminars, trade shows and print advertising. Direct sales and marketing are carried out by our sales force, technical experts and operating managers, as well as by sales representatives and distributors in various markets where we do not have offices.  Our Business Development group manages a Large Account Management Program to better serve our largest and most active clients by meeting with key personnel within their organizations to ensure the quality of our products and services are meeting their expectations and we are addressing any issues or needs in a timely manner.

Research and Development

The market for our products and services is characterized by changing technology and frequent product introduction. As a result, our success is dependent upon our ability to develop or acquire new products and services on a cost-effective basis and to introduce them into the marketplace in a timely manner. Many of our acquisitions have allowed us to obtain the benefits of the acquired company's research and development projects without the significant costs that would have been incurred if we had attempted to develop the products and services ourselves. We incur costs as part of internal research and development and these costs are charged to expense as incurred. We intend to continue committing financial resources and effort to the development and acquisition of new products and services. Over the years, we have made a number of technological advances, including the development of key technologies utilized in our operations. Substantially all of the new technologies have resulted from requests and guidance from our clients, particularly major oil companies.

Patents and Trademarks

We believe our patents, trademarks and other intellectual property rights are an important factor in maintaining our technological advantage, although no one patent is considered essential to our success. Typically, we will seek to protect our intellectual technology in all jurisdictions where we believe the cost of such protection is warranted. While we have patented some of our key technologies, we do not patent all of our proprietary technology even where regarded as patentable. In addition to patents, in many instances we protect our trade secrets through confidentiality agreements with our employees and our clients.

International Operations

We operate facilities in more than 50 countries. Our non-U.S. operations accounted for approximately 50%, 52% and 50% of our revenues from operations during the years ended December 31, 2010, 2009 and 2008, respectively.  Not included in the foregoing percentages are significant levels of our revenues recorded in the U.S. that are sourced from projects on foreign oilfields.

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While we are subject to fluctuations and changes in currency exchange rates relating to our international operations, we attempt to limit our exposure to foreign currency fluctuations by limiting the amount in which our foreign contracts are denominated in a currency other than the U.S. dollar to an amount generally equal to the expenses expected to be incurred in such foreign currency.   However, the ultimate decision as to the proportion of the foreign currency component within a contract usually resides with our clients.  Consequently, we are not always able to eliminate our foreign currency exposure.  We have not historically engaged in and are not currently engaged in any significant hedging or currency trading transactions designed to compensate for adverse currency fluctuations. The following graphs summarize our reported revenues by geographic region (in contrast to the location of the reservoirs) for the years ended December 31, 2010, 2009 and 2008:

Geographic Breakdown of Revenues

         

Environmental Regulation

We are subject to stringent governmental laws and regulations pertaining to protection of the environment and the manner in which chemicals and gases used in our analytical and manufacturing processes are handled and generated wastes are disposed.  Consistent with our quality assurance and control principles, we have established proactive environmental policies for the management of these chemicals and gases as well as the handling and recycling or disposal of wastes resulting from our operations.  Compliance with these laws and regulations may require the acquisition of permits for regulated activities, capital expenditures to limit or prevent emissions and discharges, and stringent restrictions for the handling and disposal of certain wastes.  Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, and even the issuance of injunctive relief.  The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment and thus any changes in environmental laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal or cleanup requirements could have a material adverse effect on our operations and financial position.  For instance, the adoption of laws or implementation of regulations to address concerns about global climate change or threats to drinking water from hydraulic fracturing activities that have the effect of lowering the demand for carbon-based fuels could have a material adverse effect on our business.

Our analytical and manufacturing processes involve the handling and use of numerous chemicals and gases as well as the generation of wastes.  Spills or releases of these chemicals, gases, and wastes at our facilities or at offsite locations where they are transported for recycling or disposal could subject us to environmental liability, which may be strict, joint and several, for the costs of cleaning up chemicals and wastes released into the environment and for damages to natural resources, and it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by such spills or releases.  As a result of such actions, we could be required to remove previously disposed wastes, remediate environmental contamination, and undertake measures to prevent future contamination.  While we believe that we are in substantial compliance with current applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on us, we cannot give any assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate.

Competition

The businesses in which we engage are competitive. Some of our competitors are divisions or subsidiaries of companies that are larger and have greater financial and other resources than we have. While no one company competes with us in all of our product and service lines, we face competition in these lines, primarily from independent regional companies and internal divisions of major integrated oil and gas companies. We compete in different product and service lines to various degrees on the basis of price, technical

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performance, availability, quality and technical support. Our ability to compete successfully depends on elements both within and outside of our control, including successful and timely development of new products and services, performance and quality, client service, pricing, industry trends and general economic trends.

Reliance on the Oil and Gas Industry

Our business and operations are substantially dependent upon the condition of the global oil and gas industry. Future downturns in the oil and gas industry, or in the oilfield services business, may have a material adverse effect on our financial position, results of operations or cash flows.

The oil and gas industry is highly cyclical and has been subject to significant economic downturns at various times as a result of numerous factors affecting the supply of and demand for oil and natural gas, including the level of capital expenditures of the oil and gas industry; the level of drilling activity; the level of production activity; market prices of oil and gas; economic conditions existing in the world; interest rates and the cost of capital; environmental regulations; tax policies; political requirements of national governments; coordination by the Organization of Petroleum Exporting Countries ("OPEC"); cost of producing oil and natural gas; and technological advances.

Employees

As of December 31, 2010, we had approximately 5,000 employees. We do not have any material collective bargaining agreements and consider relations with our employees to be good.

Web Site Access to Our Periodic SEC Reports

Our primary internet address is http://www.corelab.com. We file or furnish Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K, and any amendments to those reports with the U.S. Securities and Exchange Commission ("SEC"). These reports are available free of charge through our web site as soon as reasonably practicable after they are filed or furnished electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our web site, as allowed by SEC rules.

Materials we file with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.

NYSE Corporate Governance Matters

As a listed company with the New York Stock Exchange, our Chief Executive Officer, as required under Section 303A.12(a) of the NYSE Listed Company Manual, must certify to the NYSE each year whether or not he is aware of any violation by the company of NYSE Corporate Governance listing standards as of the date of the certification. On July 7, 2010, our Chief Executive Officer submitted such a certification to the NYSE which stated that he was not aware of any violation by Core Lab of the NYSE Corporate Governance listing standards. We will timely provide the annual certification of our Chief Executive Officer this year.  Included as Exhibits 31.1 and 31.2 to this Form 10-K are the Chief Executive Officer and Chief Financial Officer Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.

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ITEM 1A.  RISK FACTORS

Our forward-looking statements are based on assumptions that we believe to be reasonable but that may not prove to be accurate. All of our forward-looking information is, therefore, subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors discussed below.

Future downturns in the oil and gas industry, or in the oilfield services business, may have a material adverse effect on our financial condition or results of operations.

The oil and gas industry is highly cyclical and demand for the majority of our oilfield products and services is substantially dependent on the level of expenditures by the oil and gas industry for the exploration, development and production of crude oil and natural gas reserves, which are sensitive to oil and natural gas prices and generally dependent on the industry's view of future oil and gas prices.  There are numerous factors affecting the supply of and demand for our products and services, which include, but are not limited to:

- general and economic business conditions;

- market prices of oil and gas and expectations about future prices;

- cost of producing oil and natural gas;

- the level of drilling and production activity;

- mergers, consolidations and downsizing among our clients;

- coordination by OPEC;

- the impact of commodity prices on the expenditure levels of our clients;

- financial condition of our client base and their ability to fund capital expenditures;

- the physical effects of climatic change, including adverse weather or geologic/geophysical conditions;

- the adoption of legal requirements or taxation relating to climate change that lower the demand for petroleum-based fuels;

- civil unrest or political uncertainty in oil producing or consuming countries;

- level of consumption of oil, gas and petrochemicals by consumers;

- changes in existing laws, regulations, or other governmental actions;

- the business opportunities (or lack thereof) that may be presented to and pursued by us; and

- availability of services and materials for our clients to grow their capital expenditures.

The oil and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for our oilfield products and services and downward pressure on the prices we charge. A significant downturn in the oil and gas industry could result in a reduction in demand for oilfield services and could adversely affect our operating results.

We depend on the results of our international operations, which expose us to risks inherent in doing business abroad.

We conduct our business in over 50 countries; business outside of the United States accounted for approximately 50%, 52% and 50% of our revenues during the years ended December 31, 2010, 2009 and 2008, respectively. Not included in the foregoing percentages are significant levels of our revenues recorded in the U.S. that are sourced from projects on foreign oilfields. Our operations are subject to the various laws and regulations of those respective countries as well as various risks peculiar to each country, which may include, but are not limited to:

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- global economic conditions;

- political actions and requirements of national governments including trade restrictions, embargoes, seizure, detention, nationalization and expropriations of assets;

- interpretation of tax statutes and requirements of taxing authorities worldwide, routine examination by taxing authorities and assessment of additional taxes, penalties and/or interest;

- civil unrest;

- acts of terrorism;

- fluctuations and changes in currency exchange rates (see section below);

- the impact of inflation;

- difficulty in repatriating foreign currency received in excess of the local currency requirements; and

- current conditions in oil producing countries such as Venezuela, Nigeria, Iran and Iraq considering their potential impact on the world markets.

Historically, economic downturn and political events have resulted in lower demand for our products and services in certain markets. The ongoing conflict in Iraq and the potential for activity from terrorist groups that the U.S. government has cautioned against have further heightened our exposure to international risks.  The global economy is highly influenced by public confidence in the geopolitical environment and the situation in the Middle East continues to be highly fluid; therefore, we expect to experience heightened international risks.

Our results of operations may be significantly affected by foreign currency exchange rate risk.

We are exposed to risks due to fluctuations in currency exchange rates.  By the nature of our business, we derive a substantial amount of our revenues from our international operations, subjecting us to risks relating to fluctuations in currency exchange rates.  Our revenues and expenses are mainly denominated in U.S. dollar ("USD"), so fluctuations in the exchange rate of the USD against other currencies may in the future have an effect upon our results of operations.

Our results of operations may be adversely affected because our efforts to comply with U.S. laws such as the Foreign Corrupt Practices Act (the "FCPA") could restrict our ability to do business in foreign markets relative to our competitors who are not subject to U.S. law.

We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that U.S. law and regulations prohibit us from using.

Because we are registered with the U.S. Securities and Exchange Commission, we are subject to the regulations imposed by the FCPA, which generally prohibits us and our intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA. Any such violations could result in substantial civil and/or criminal penalties and might adversely affect our business, results of operations or financial condition. In addition, our ability to continue to work in these parts of the world discussed above could be adversely affected if we were found to have violated certain U.S. laws, including the FCPA.

If we are not able to develop or acquire new products or our products become technologically obsolete, our results of operations may be adversely affected.

The market for our products and services is characterized by changing technology and frequent product introduction. As a result, our success is dependent upon our ability to develop or acquire new products and services on a cost-effective basis and to introduce them into the marketplace in a timely manner. While we intend to continue committing substantial financial resources and effort to the development of new products and services, we may not be able to successfully differentiate our products and services from those of our competitors. Our clients may not consider our proposed products and services to be of value to them; or if the proposed products

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and services are of a competitive nature, our clients may not view them as superior to our competitors' products and services. In addition, we may not be able to adapt to evolving markets and technologies, develop new products, or achieve and maintain technological advantages.

If we are unable to continue developing competitive products in a timely manner in response to changes in technology, our businesses and operating results may be materially and adversely affected. In addition, continuing development of new products inherently carries the risk of inventory obsolescence with respect to our older products.

If we are unable to obtain patents, licenses and other intellectual property rights covering our products and services, our operating results may be adversely affected.

Our success depends, in part, on our ability to obtain patents, licenses and other intellectual property rights covering our products and services. To that end, we have obtained certain patents and intend to continue to seek patents on some of our inventions and services. While we have patented some of our key technologies, we do not patent all of our proprietary technology, even when regarded as patentable. The process of seeking patent protection can be long and expensive. There can be no assurance that patents will be issued from currently pending or future applications or that, if patents are issued, they will be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. In addition, effective copyright and trade secret protection may be unavailable or limited in certain countries. Litigation, which could demand significant financial and management resources, may be necessary to enforce our patents or other intellectual property rights. Also, there can be no assurance that we can obtain licenses or other rights to necessary intellectual property on acceptable terms.

There are risks relating to our acquisition strategy.  If we are unable to successfully integrate and manage businesses that we have acquired and any businesses acquired in the future, our results of operations and financial condition could be adversely affected.

One of our key business strategies is to acquire technologies, operations and assets that are complementary to our existing businesses. There are financial, operational and legal risks inherent in any acquisition strategy, including:

- increased financial leverage;

- ability to obtain additional financing;

- increased interest expense; and

- difficulties involved in combining disparate company cultures and facilities.

The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that we will be able to continue to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to incorporate the acquired businesses and assets

into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operation.

We are subject to a variety of environmental laws and regulations, which may result in increased costs and significant liability to our business.

We are subject to a variety of governmental laws and regulations both in the United States and abroad relating to protection of the environment and the use and storage of chemicals and gases used in our analytical and manufacturing processes and the discharge and disposal of wastes generated by those processes. These laws and regulations may impose joint and several, strict liability and failure to comply with such laws and regulations could result in the assessment of damages, fines and penalties, the imposition of remedial or corrective action obligations or the suspension or cessation of some or all of our operations. Stringent laws and regulations could require us to acquire permits or other authorizations to conduct regulated activities, install and maintain costly equipment and pollution control technologies, or to incur costs or liabilities to mitigate or remediate pollution conditions caused by our operations or attributable to former operators. If we fail to control the use, or adequately restrict the discharge of, hazardous substances or wastes, we could be subject to future material liabilities including remedial obligations. In addition, public interest in the protection of the environment has increased dramatically in recent years with governmental authorities imposing more stringent and restrictive requirements. We anticipate that the trend of more expansive and stricter environmental laws and regulations will continue, the occurrence of which may require us to increase our capital expenditures or could result in increased operating expenses.

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For example, federal environmental legislation proposed in the recently concluded session of Congress and that could be re-introduced and adopted in the current session of Congress could adversely affect our business, financial condition and results of operations.  This legislation could include the following:

* Climate Change.  Climate change legislation establishing a "cap-and-trade" plan for greenhouse gasses ("GHGs") was approved by the U.S. House of Representatives in the recently concluded session of Congress.  It is not possible at this time to predict whether or when the current session of Congress may act on climate change legislation.  The U.S. Environmental Protection Agency ("EPA") also has taken recent actions to monitor and report upon or otherwise restrict emissions of GHGs.  Based on recent developments, the EPA now purports to have a basis to restrict emissions of GHGs under existing federal Clean Air Act, effective January 2, 2011.  Adoption and implementation of laws and regulations limiting emissions of GHGs from our equipment or operations could require us to incur costs to comply with such requirements and also could adversely affect demand for the production of oil and natural gas and thus reduce demand for the services we provide to the oil and natural gas industry.

* Hydraulic Fracturing.  The U.S. Congress considered legislation in the recently concluded session to amend the federal Safe Drinking Water Act to require the disclosure of chemicals used by the oil and natural gas industry in the hydraulic fracturing process.  Currently, regulation of hydraulic fracturing is primarily conducted at the state level through permitting and other compliance requirements.  It is not possible at this time to predict whether or when the current session of Congress may act on hydraulic fracturing legislation.  Any such legislation, if adopted, could establish an additional level of regulation and permitting at the federal level as well as require the disclosure of chemicals that are mixed with the water and sand pumped underground in the process, which disclosed information could be proprietary in nature and could be used by third parties opposing hydraulic fracturing to initiate legal proceedings alleging that specific chemicals used in the process adversely affect groundwater.  Even though Core Laboratories is not a hydraulic fracturing company, it does supply and analyze chemicals used during such processes for reservoir diagnostic purposes and could be adversely affected by such legislation.  In addition, the EPA has initiated a study of the potential environmental impacts of hydraulic fracturing, the results of which are anticipated to be available by late 2012, and the U.S. House of Representatives has commenced an investigation into hydraulic fracturing practices, which inquiries could result in the introduction of legislation restricting aspects of hydraulic fracturing.

We may be unable to attract and retain skilled and technically knowledgeable employees, which could adversely affect our business.

Our success depends upon attracting and retaining highly skilled professionals and other technical personnel. A number of our employees are highly skilled engineers, geologists and highly trained technicians, and our failure to continue to attract and retain such individuals could adversely affect our ability to compete in the oilfield services industry. We may confront significant and potentially adverse competition for these skilled and technically knowledgeable personnel, particularly during periods of increased demand for oil and gas. Additionally, at times there may be a shortage of skilled and technical personnel available in the market, potentially compounding the difficulty of attracting and retaining these employees. As a result, our business, results of operations and financial condition may be materially adversely affected.

We require a significant amount of cash to service our indebtedness, and our ability to generate cash will depend on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures depends, in part, on our ability to generate cash in the future.  This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

No assurance can be given that we will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service and repay our indebtedness or to fund our other liquidity needs.  If we are unable to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital.  We cannot assure that any refinancing or debt restructuring would be possible or, if possible, would be completed on favorable or acceptable terms, that any assets could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on acceptable terms.  Disruptions in the capital and credit markets could adversely affect our ability to refinance our indebtedness, including our ability to borrow under our existing Credit Facility.   Banks that are party to our existing Credit Facility may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time.

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Because we are a Netherlands company, it may be difficult for you to sue our supervisory directors or us and it may not be possible to obtain or enforce judgments against us.

Although we are a Netherlands company, our assets are located in a variety of countries. In addition, not all members of our supervisory board of directors are residents of the same countries as other supervisory directors. As a result, it may not be possible for you to effect service of process within certain countries upon our supervisory directors, or to enforce against our supervisory directors or us judgments of courts of certain countries predicated upon civil liabilities under a country's federal securities laws. Because there is no treaty between certain countries and The Netherlands providing for the reciprocal recognition and enforcement of judgments, some countries' judgments are not automatically enforceable in The Netherlands or in the United States, where the principal market for our shares is located. In addition, there is doubt as to whether a court in one country would impose civil liability on us or on the members of our supervisory board of directors in an original action brought against us or our supervisory directors in a court of competent jurisdiction in another country and predicated solely upon the federal securities laws of that other country.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Currently, we have over 70 offices (totaling approximately 2.2 million square feet of space) in more than 50 countries. In these locations, we lease approximately 1.7 million square feet and own approximately 0.5 million square feet.  We serve our worldwide clients through six Advanced Technology Centers ("ATCs") that are located in Houston, Texas; Calgary, Canada; Kuala Lumpur, Malaysia; Rotterdam, The Netherlands; Abu Dhabi, UAE; and Aberdeen, Scotland. The ATCs provide support for our more than 50 regional specialty centers located throughout the global energy producing provinces. In addition, we have significant manufacturing facilities located in Godley, Texas, and Red Deer, Alberta, Canada, which are included in our Production Enhancement business segment.  Our facilities are adequate for our current operations. However, expansion into new facilities may be required to accommodate future growth.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Split

At our annual meeting on June 10, 2010, the shareholders approved an amendment to increase the authorized shares of our common stock from 100 million to 200 million and to increase the authorized shares of our preference stock from 3 million to 6 million.  In addition, shareholders approved the two-for-one stock split authorized by the Supervisory Board and thereby reduced the par value of each share from EUR 0.04 to EUR 0.02. As a result of the stock split, shareholders of record on June 30, 2010 received an additional share of common stock for each common share held.  The stock split was effected on July 8, 2010.  All references in the consolidated financial statements and the accompanying notes to common shares, share prices, per share amounts and stock plans have been restated retroactively for the stock split.

Price Range of Common Shares

Our common shares trade on the New York Stock Exchange ("NYSE") under the symbol "CLB". The range of high and low sales prices per share of the common shares as reported by the NYSE are set in the following table for the periods indicated.

	High		Low
2010
First Quarter	$	66.33	$	58.30
Second Quarter		78.26		64.73
Third Quarter		89.80		73.63
Fourth Quarter		91.56		77.70
2009
First Quarter	$	38.81	$	30.25
Second Quarter		49.47		35.64
Third Quarter		52.48		39.05
Fourth Quarter		59.67		49.29

On February 17, 2011, the closing price, as quoted by the NYSE, was $103.43 per share and there were 45,067,456 common shares issued and outstanding held by approximately 344 record holders and approximately 64,127 beneficial holders.  These amounts exclude shares held by us as treasury shares.

See Part III, "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for discussion of equity compensation plans.

Dividend Policy

In July 2008, Core Laboratories announced the initiation of a cash dividend program. Cash dividends of $0.05 per share were paid in August and November of 2008 and in March, May, August and November of 2009. Cash dividends of $0.06 per share were paid in February, May, August, and November of 2010.  In addition, special cash dividends of $0.50 per share, $0.375 per share and $0.65 per share were paid in August 2008, 2009 and 2010, respectively.  The declaration and payment of future dividends will be at the discretion of the Supervisory Board of Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements, and general business conditions.

Because we are a holding company that conducts substantially all of our operations through subsidiaries, our ability to pay cash dividends on the common shares is also dependent upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us and on the terms and conditions of our existing and future credit arrangements. See "Liquidity and Capital Resources" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Performance Graph

The following performance graph compares the performance of our common shares to the Standard & Poor’s 500 Index and the Standard & Poor’s Oil & Gas Equipment and Services Index (which has been selected as our peer group) for the period beginning December 31, 2005 and ending December 31, 2010. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2005 and that all dividends were reinvested. The stockholder return set forth below is not necessarily indicative of future performance. The following graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Core Laboratories specifically incorporates it by reference into such filing.

Share Repurchases in the Fourth Quarter of 2010

The following table provides information about purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2010:

Period	Total Number Of Shares Purchased		Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of A Publicly Announced Program		Maximum Number Of Shares That May Be Purchased Under The Program (3)
October 1-31, 2010		0		0		0		7,927,848
November 1-30,2010 (1)		580	$	82.86		580		8,051,851
December 1-31, 2010 (2)		4,168	$	86.81		4,168		8,514,691
Total		4,748	$	86.33		4,748		8,514,691

(1)   580 shares valued at $48 thousand, or $82.86 per share, surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award.

(2)   4,168 shares valued at $0.4 million, or $86.81 per share, surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award.

(3)   During the quarter 601,929 shares were distributed from the share repurchase program relating to stock-based awards, stock options, and the early exchange of our Senior Exchangeable Notes.

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In connection with our initial public offering in September 1995, our shareholders authorized our Management Board to repurchase up to 10% of our issued share capital, the maximum allowed under Dutch law at the time, for a period of 18 months.  This authorization was renewed at subsequent annual or special shareholder meetings.  At our annual shareholders’ meeting on June 10, 2010, our shareholders authorized an extension through December 10, 2011 to purchase up to 25.6% of our issued share capital, consisting of 10% of our issued share capital which may be used for any legal purpose and an additional 15.6% of our issued shares to fulfill obligations relating to our Senior Exchangeable Notes (the “Notes”) or warrants. The repurchase of shares in the open market is at the discretion of management pursuant to this shareholder authorization.

From the activation of the share repurchase program through December 31, 2010, we have repurchased 32,453,473 shares for an aggregate purchase price of approximately $726.2 million, or an average price of $22.38 per share and have cancelled 26,835,494 shares at a cost of $425.3 million. At December 31, 2010, we held 4,218,726 shares in treasury and have the authority to repurchase 8,514,691 additional shares under our stock repurchase program. The past cancellation of shares had also been approved by shareholders at prior shareholder meetings.

ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated financial information contained below is derived from our Consolidated Financial Statements and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited Consolidated Financial Statements.

	Year Ended December 31,
	2010			2009			2008 (3)			2007 (3)			2006 (3)
	(in thousands, except per share and other data)
Financial Statement Data:
Revenues	$	794,653		$	695,539		$	780,836		$	670,540		$	575,689
Net income attributable to Core Laboratories N.V.		144,917			113,604			131,166			111,212			81,045
Working capital		69,967			284,129			139,955			116,276			130,249
Total assets		636,042			658,166			521,535			476,754			467,244
Long-term debt and capital lease obligations,
including current maturities		147,543			209,112			194,568			230,594			214,503
Total equity		292,340			281,758			188,285			108,026			127,572
Earnings Per Share Information:
Net income attributable to Core Laboratories N.V.:
Basic	$	3.23		$	2.47		$	2.85		$	2.36		$	1.61
Diluted	$	3.00		$	2.43		$	2.74		$	2.28		$	1.51
Weighted average common shares outstanding:
Basic		44,830			45,939			46,017			47,073			50,314
Diluted		48,241			46,657			47,887			48,815			53,776
Cash dividends declared per share	$	0.89		$	0.575		$	0.60		$	-		$	-
Other Data:
Current ratio (1)	1.2:1			3.7:1			2.5:1			2.2:1			2.5:1
Debt to capitalization ratio (2)		27	%		34	%		52	%		69	%		62	%

________________

(1) Current ratio is calculated as follows: current assets divided by current liabilities.

(2) Debt to capitalization ratio is calculated as follows: debt divided by the sum of cash, debt and equity.

(3) Results have been revised upon adoption of FASB Accounting Standards Codification 470-20.  See Note 8 Debt and Capital Lease Obligations for more information.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Core Laboratories N.V. is a Netherlands limited liability company.  We were established in 1936 and are one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management products and services to the oil and gas industry, primarily through customer relationships with many of the world's major, national and independent oil companies.

Our business units have been aggregated into three complementary segments:

- Reservoir Description:  Encompasses the characterization of petroleum reservoir rock, fluid and gas samples.  We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.

- Production Enhancement:  Includes products and services relating to reservoir well completions, perforations, stimulations and production.  We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

- Reservoir Management:  Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

General Overview

We provide services and design and produce products which enable our clients to evaluate reservoir performance and increase oil and gas recovery from new and existing fields.  These services and products are generally in higher demand when our clients are investing capital in exploration and development efforts to explore new fields or to increase productivity in existing fields.  Our clients' investment in capital expenditure programs tends to correlate to oil and natural gas commodity prices.  During periods of higher prices, our clients generally invest more in capital expenditures and, during periods of lower commodity prices, they tend to invest less.  Accordingly, the level of capital expenditures by our clients impacts the demand for our services and products.

For most of 2008, global demand for oil and gas drilling activity was at the highest level in over twenty years.  In the second half of 2008, the financial market crisis and the start of a global economic recession led to a decrease in demand for oil and gas; consequently oilfield activity began to decline as oil and gas companies reduced their spending levels.  However, in late 2009, a global economic recovery began that continued steadily into 2010 and brought with it higher oil related prices which led to increased capital budgets for our clients.

The general crude oil market conditions in the United States in 2010 improved along with increases in global demand which led to higher crude oil prices that approached pre-recession levels by the end of the year.  This created a positive impact on our business compared to the volatility experienced in late 2008 and throughout 2009.

Natural gas prices in 2010 had a different reaction to the overall increase in global demand for oil and gas products.  Prices began a downward trend from their highs in mid-2008, a volatile 2009, with continued decreases throughout 2010.  In spite of this, but due to these decreasing prices for natural gas being the result of an increase in the global supply instead of a decrease in the global demand, activity levels in this sector managed to increase.

The following table summarizes the average worldwide, U.S., and Non-North American rig counts for the years ended December 31, 2010, 2009 and 2008, as well as the annual average spot price of a barrel of West Texas Intermediate crude and an MMBtu of natural gas:

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	2010		2009		2008
Baker Hughes Worldwide Average Rig Count (1)		2,985		2,304		3,336
Baker Hughes U.S. Average Rig Count (1)		1,541		1,086		1,878
M-I SWACO Non-North America Rig Count (2)		2,870		2,742		2,748
Average Crude Oil Price per Barrel (3)	$	79.39	$	61.95	$	99.67
Average Natural Gas Price per MMBtu (4)	$	5.13	$	6.92	$	9.34

(1) Twelve month average rig count as reported by Baker Hughes Incorporated - Worldwide Rig Count.

(2)  Twelve month average rig count as reported by M-I SWACO Worldwide Rig Count as reported under the January 2010 revision.

(3) Average daily West Texas Intermediate crude spot price.

(4) Obtained from Bloomberg NGH1 average price for the years December 31, 2010, 2009, and 2008.

Operators determined that the economics of certain projects would be viable at the higher commodity prices in 2010 compared to 2009 which led to an increase in rig count in 2010, particularly rigs drilling for oil, both in North America and worldwide.  Although the North American rig count began to rise slightly in the last quarter of 2009, the average rig count in North America in 2009 was down over 40% from 2008 levels due to the prices for oil and gas being down significantly.  Industry activity levels outside of North America did not experience these same reductions that North America did in the latter part of 2008, however in 2009 the international market activity also declined as the global demand for energy weakened.

Increases in activity levels in 2010 by our clients combined with greater market share, led to higher revenues over 2009 across all of our business segments.   Given these higher revenues, in conjunction with the lower cost structure attained during the global economic recession, we were able to generate operating income that was 21% higher in 2010 than the prior year.  This increase was driven primarily by our Production Enhancement and Reservoir Management segments with operating income increases of 56% and 35%, respectively.

Outlook

We continue our efforts to expand our market presence by opening or expanding facilities in strategic areas and realizing synergies within our business lines.  We believe our market presence provides us a unique opportunity to service clients who have global operations in addition to the national oil companies.

We have established internal earnings targets that are based on market conditions existing at the time our targets were established.  Based on recent developments, we believe that the current level of activities, workflows, and operating margins both outside North America and within North America will grow moderately into 2011.

We expect to meet ongoing working capital needs, capital expenditure requirements and funding of our dividend and share repurchase programs from a combination of cash on hand, cash flow from operating activities and available borrowings under our revolving credit facility

Critical Accounting Policies and Estimates

Our financial statements are prepared in conformity with generally accepted accounting principles in the U.S. ("U.S. GAAP") and require us to make estimates and assumptions during their preparation which requires judgment. Our accounting policies and procedures are explained in Note 2 of the Notes to the Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K.  The following transaction types require significant judgment and, therefore, are considered critical accounting policies as of December 31, 2010:

Revenue Recognition

Revenues are recognized as services are completed or as product title is transferred. All advance client payments are classified as unearned revenues until services are performed or product title is transferred. We recognize revenue when we determine that the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Revenues from long-term contracts are recorded as services are rendered in proportion to the work performed. All known or anticipated losses on contracts are provided for currently. Training and consulting service revenues are recognized as the services are performed.

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Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our clients and monitor collections and payments in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current aging of client receivables outstanding in addition to clients' representations and our understanding of the economic environment in which our clients operate.  Based on our review, we establish or adjust allowances for specific clients and the accounts receivable as a whole.  Our allowance for doubtful accounts at December 31, 2010 was $3.4 million compared to $3.2 million at December 31, 2009.

Long-Lived Assets, Intangibles and Goodwill

Property, plant and equipment are carried at cost. Major renewals and improvements are capitalized and depreciated over the respective asset's remaining useful life. Maintenance and repair costs are charged to expense as incurred. When long-lived assets are sold or retired, the remaining costs and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income.

Property, plant and equipment held and used is reviewed for impairment whenever events or changes in circumstances indicate the carrying amounts may not be recoverable over the remaining service life. Indicators of possible impairment include extended periods of idle use or significant declines in activity levels in regions where specific assets or groups of assets are located.

Provisions for asset impairment are charged to income when the net book value of the assets, or carrying value, is determined to be unrecoverable and the carrying value exceeds the fair value of the assets.  Fair value is the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants determined by applying various market multiples.  We did not record any material impairment charges relating to our long-lived assets held for use during the years ended December 31, 2010, 2009 or 2008.     

We review our goodwill, the excess of the purchase price over the fair value of net assets acquired in business combinations, annually for impairment or more frequently if an event occurs which may indicate impairment during the year.  We evaluated assets with indefinite lives, including goodwill and certain intangible assets, for impairment by comparing the fair value of our reportable segments to their net carrying value as of the balance sheet date, after excluding inter-company transactions and allocating corporate assets to the reportable segments.  We estimated the fair value by performing a discounted future cash flow analysis of each reportable segment.  Estimated future cash flows are based on historical data adjusted for the company’s best estimate of future performance.  If the carrying value of the reportable segment exceeds the fair value determined, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the segment is less than its carrying value.   Any subsequent impairment loss could result in a material adverse effect upon our financial position and results of operations. We did not record impairment charges relating to our goodwill during the years ended December 31, 2010, 2009 or 2008.

Inventory Valuation Allowances

Our valuation reserve for inventory is based on historical regional sales trends, and various other assumptions and judgments including future demand for this inventory.  Should these assumptions and judgments not occur, our valuation allowance would be adjusted to reflect actual results. Our industry is subject to technological change and new product development that could result in obsolete inventory. Our valuation reserve for inventory at December 31, 2010 was $1.9 million compared to $2.2 million at December 31, 2009.  If we overestimate demand for inventory, it could result in a material adverse effect upon our financial position and results of operations.

Income Taxes

Our income tax expense includes income taxes of The Netherlands, the U.S. and other foreign countries as well as local, state and provincial income taxes. We recognize deferred tax assets or liabilities for the differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the asset is recovered or the liability is settled. Any valuation allowance recorded is based on estimates and assumptions of taxable income into the future and a determination is made of the magnitude of deferred tax assets which are more likely than not to be realized.  Valuation allowances of our net deferred tax assets aggregated to $10.7 million and $10.7 million at December 31, 2010 and 2009, respectively.  If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets and our effective tax rate may increase which could result in a material adverse effect on our financial position, results of operations and cash flows. We have not provided for deferred taxes on the unremitted earnings of certain subsidiaries that we consider to be permanently reinvested.  Should we make a distribution of the unremitted earnings of these subsidiaries, we may be required to record additional taxes. We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or

17

expected to be taken in our tax return. We also recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Stock-Based Compensation

We have two stock-based compensation plans, as described in further detail in Note 13 to our Consolidated Financial Statements. For new awards issued and awards modified, repurchased or cancelled, the compensation expense is equal to the fair value of the award at the date of the grant and is recognized in the Consolidated Statement of Operations for those awards earned over the requisite service period of the award.  The fair value is determined by calculating the discounted value of the shares over the vesting period and applying an estimated forfeiture rate.

Pensions and Other Postretirement Benefits

We maintain a noncontributory defined benefit pension plan for substantially all of our Dutch employees hired before 2007.  As required by current accounting standards, we recognize net periodic pension costs associated with this plan in income from current operations and recognize the unfunded status of the plan, if any, as a long-term liability. In addition, we recognize as a component of other comprehensive income, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost.  The projection of benefit obligation and fair value of plan assets requires the use of assumptions and estimates.  Actual results could differ from those estimates.  See Note 10 Pensions and Other Postretirement Benefit Plans.  Furthermore, we sponsor several defined contribution plans for the benefit of our employees.  We expense these contributions in the period the contribution is made.

Estimates

The preparation of financial statements in accordance with U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis and determine the adequacy of our estimates based on our historical experience and various other assumptions that we believe are reasonable under the circumstances. By nature, these judgments are subject to an inherent degree of uncertainty. We consider an accounting estimate to be critical if it is highly subjective and if changes in the estimate under different assumptions would result in a material impact on our financial condition and results of operations.  The following table summarizes key estimates and assumptions used to prepare our Consolidated Financial Statements for the years ended December 31, 2010, 2009 or 2008.

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Account	Nature of Estimates Required	Assumptions Used
Allowance for doubtful accounts	We evaluate whether client receivables are collectible.	See "Allowance for Doubtful Accounts."
Inventory reserves	We forecast client demand, considering changes in technology which could result in obsolescence.	See "Inventory Valuation Allowances."
Depreciation and amortization	We estimate the useful lives and salvage values of our assets.	Useful lives assigned reflect our best estimate based on historical data of the respective asset's useful life and salvage value. These assets could become impaired if our operating plans or business environment changes.
Pensions and other postretirement benefits	We utilize an actuary to assist in determining the value of the projected benefit obligation under a Dutch pension plan.  This valuation requires various estimates and assumptions concerning mortality, future pay increases and discount rate used to value our obligations.  In addition, we recognize net periodic benefit cost based upon these estimates.	The actuarial assumptions used are based upon professional judgment and historical experience, including trends in mortality rates, and credit market rates (discount rate).
Stock-based compensation	We evaluate the probability that certain of our stock-based plans will meet targets established within the respective agreements and result in the vesting of such awards.  In addition, we derive an estimated forfeiture rate that is used in calculating the expense for these awards.	See "Stock-Based Compensation." Comparisons to our stock price, a return on our stock price compared to certain stock indices or a return on equity calculation.
Income taxes	We estimate the likelihood of the recoverability of our deferred tax assets (particularly, net operating loss carry-forwards).	See "Income Taxes." We examine our historical and projected operating results, review the eligible carry-forward period and tax planning opportunities and consider other relevant information. Changes in tax laws for the jurisdictions in which we operate could significantly impact our estimates.
Long-lived assets, intangibles and goodwill	We evaluate the recoverability of our assets periodically, but at least annually, by examining current and projected operating results to identify any triggering events, which may indicate impairment.  We compare the carrying value of the assets to a projection of fair value, utilizing judgment as to the identification of reporting units, the allocation of corporate assets amongst reporting units and the determination of the appropriate discount rate.	See "Long-Lived Assets, Intangibles and Goodwill." Our impairment analysis is subjective and includes estimates based on assumptions regarding future growth rates, interest rates and operating expenses.

Off-Balance Sheet Arrangements

Other than normal operating leases, we do not have any off–balance sheet financing arrangements such as securitization agreements, liquidity trust vehicles, synthetic leases or special purpose entities. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.

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Results of Operations

Results of operations as a percentage of applicable revenues are as follows (dollars in thousands):

	Year Ended															% Change
REVENUES:	2010					2009					2008						2010/2009			2009/2008
Services	$	605,974		76.3	%	$	553,772		79.6	%	$	597,695		76.5	%		9.4	%		(7.3	%)
Product Sales		188,679		23.7	%		141,767		20.4	%		183,141		23.5	%		33.1	%		(22.6	%)
		794,653		100.0	%		695,539		100.0	%		780,836		100.0	%		14.2	%		(10.9	%)
OPERATING EXPENSES:
Cost of services*		383,079		63.2	%		352,039		63.6	%		387,145		64.8	%		8.8	%		(9.1	%)
Cost of product sales*		130,711		69.3	%		105,730		74.6	%		127,637		69.7	%		23.6	%		(17.2	%)
Total cost of services and product sales		513,790		64.7	%		457,769		65.8	%		514,782		65.9	%		12.2	%		(11.1	%)
General and administrative expenses		33,029		4.1	%		30,372		4.4	%		31,646		4.1	%		8.7	%		(4.0	%)
Depreciation and amortization		23,113		2.9	%		23,818		3.4	%		21,773		2.8	%		(3.0	%)		9.4	%
Other (income) expense, net		(2,205	)	(0.3	%)		(3,202	)	(0.5	%)		5,580		0.7	%	NM			NM
OPERATING INCOME		226,926		28.6	%		186,782		26.9	%		207,055		26.5	%		21.5	%		(9.8	%)
(Gain) loss on early extinguishment of        debt		1,939		0.3	%		-		-			(2,829	)	(0.4	%)		100.0	%		(100.0	%)
Interest expense		15,839		2.0	%		15,523		2.3	%		21,610		2.8	%		2.0	%		(28.2	%)
Income before income tax expense		209,148		26.3	%		171,259		24.6	%		188,274		24.1	%		22.1	%		(9.0	%)
Income tax expense		63,747		8.0	%		57,164		8.2	%		56,766		7.3	%		11.5	%		0.7	%
Net income		145,401		18.3	%		114,095		16.4	%		131,508		16.8	%		27.4	%		(13.2	%)
Net income attributable to non-controlling interest		484		0.1	%		491		0.1	%		342		-	%		(1.4	%)		43.6	%
Net income attributable to Core Laboratories N.V.	$	144,917		18.2	%	$	113,604		16.3	%	$	131,166		16.8	%		27.6	%		(13.4	%)
*Percentage based on applicable revenue rather than total revenue.
"NM" means not meaningful.

Operating Results for the Year Ended December 31, 2010 Compared to the Years Ended December 31, 2009 and 2008

We evaluate our operating results by analyzing revenues, operating income margin (defined as operating income divided by total revenue) and net income margin (defined as net income divided by total revenue).  Since we have a relatively fixed cost structure, increases in revenues generally translate into higher operating income margin and income margin percentages.  Results for the years ended December 31, 2010, 2009 and 2008 are summarized in the following chart:

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Service Revenues

Service revenues increased to $606.0 million for 2010 from $553.8 million for 2009 and $597.7 million for 2008.  The increase in service revenue from 2009 to 2010 was due, in part, to the increased demand for reservoir rock studies, reservoir fluids phase-behavior studies, and for crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide.  The decrease in revenue in 2009 compared with 2008 was the result of a significant decline in oil and gas prices and drilling activity from record highs reached mid-year 2008; however, this decrease was softened by our improved penetration of international markets in 2009.  Our large scale core analyses and reservoir fluid projects combined with our fluid and derived products inspection, calibration and assay work continue to provide meaningful revenue streams in the Middle East, Asia-Pacific, offshore deepwater regions of the Gulf of Mexico and the southern-Atlantic margins off the coasts of West Africa and Brazil.  Activity in North American shale plays, especially the liquid-rich plays, has strengthened throughout 2010 leading to growth in reservoir characterization projects.

Product Sale Revenues

Product sale revenues increased to $188.7 million for 2010, from $141.8 million for 2009 and $183.1 million for 2008.  The increase in revenue from 2009 to 2010 was driven by (1) the acceptance and demand of our specialized completion products introduced over the last three years, (2) an increased market share in North American natural gas and oil shale reservoirs and (3) an increased market penetration in the Middle East and Asia-Pacific perforating markets.  Our product sales revenues were impacted by the significant decline in the North American drilling activity during 2009; however, our revenues declined at a much lower rate compared to the 42% decrease in the average North American rig count from 2008 to 2009.  This revenue decline was mitigated by the additional market share and the acceptance of our specialized reservoir optimizing technologies.  These specialized reservoir optimizing technologies are focused on high-end well completion and stimulation programs mainly in the Haynesville, Marcellus and Eagle Ford shale plays and in multi-stage completions in the Bakken oil-shale play.  We are also providing high margin completion and recompletion technologies to be used in the redevelopment of major, giant, and super-giant fields in southern Iraq.

Cost of Services

Cost of services increased to $383.1 million for 2010 from $352.0 million for 2009 and $387.1 million for 2008.  As a percentage of service revenue, cost of services have continued to decrease to 63.2% in 2010 from 63.6% in 2009 and 64.8% in 2008.  The continuous decline in the cost of services relative to service revenue has been primarily a result of our continued focus on emphasizing higher value and thus higher margin services as well as managing our cost structure.

Cost of Product Sales

Cost of product sales increased to $130.7 million for 2010 from $105.7 million for 2009 and $127.6 million for 2008.  As a percentage of product sale revenues, cost of sales decreased to 69.3% for 2010 compared to 74.6% for 2009 and 69.7% for 2008.  The decrease in cost of sales as a percentage of product sale revenue in 2010, as compared to 2009, was primarily due to the growing demand for our new technologies, which are our higher margin products, and from an overall increase in sales, which improved absorption of our fixed cost structure.  In addition, our capital investments in our manufacturing processes resulted in increased productivity and increased manufacturing efficiencies which contributed to the decrease in cost of sales.  The reduction in margins from 2008 to 2009 came primarily from reduced manufacturing efficiencies associated with lower production levels as a result of the significant decline in North American drilling activity.

General and Administrative Expense

General and administrative expenses include corporate management and centralized administrative services that benefit our operations. General and administrative expenses were $33.0 million for 2010, which was 9% higher than in 2009, due to higher building maintenance costs, increased computer hardware and software costs and additional compensation expenses. General and administrative expenses decreased in 2009 by 4% in comparison to 2008 primarily due to lower compensation benefits for certain members of management.

Depreciation and Amortization Expense

Depreciation and amortization expense of $23.1 million decreased slightly by $0.7 million in 2010 compared to 2009, after increasing $2.0 million in 2009 compared to 2008.  The increase in 2009 compared to 2008 was primarily due to normal capital expenditures for replacement of existing equipment and investment in areas of growth.

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Other (Income) Expense, Net

The components of other (income) expense, net, were as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
(Gain) loss on sale of assets	$	(176	)	$	90		$	(2,015	)
Equity in (income) of affiliates		(376	)		(92	)		(300	)
Foreign exchange (gain) loss		1,032			(331	)		6,555
Interest (income)		(249	)		(138	)		(848	)
Non-income tax (benefit) expense		-			(2,500	)		5,030
Rent and royalty (income)		(1,550	)		(1,358	)		(2,150	)
Other (gain) loss		(886	)		1,127			(692	)
Total other (income) expense, net	$	(2,205	)	$	(3,202	)	$	5,580

In 2010, we sold our minority investment in a technology company acquired in 2001, resulting in a gain of $0.8 million.

In April, 2010, we recorded a Euro-denominated income tax receivable in The Netherlands.  Payment was received in June after the Euro fell 9% resulting in a foreign exchange loss of $1.4 million.   During 2009, most foreign currencies gained versus the USD as compared to 2008 when the USD strengthened significantly against most other currencies.  Virtually all of the foreign currency gains experienced in 2009 were offset by our foreign currency losses related to the devaluation of the Venezuelan Bolivar (“VEB”).

In 2008, we revised our estimate of a contingent liability associated with non-income related taxes, and as a result, a charge to income of $5.0 million was recorded in the Consolidated Statements of Operations to Other Expense (Income), net.  This contingent liability was included in Other Long-term Liabilities in the Consolidated Balance Sheet at December 31, 2008.  As a result of finalizing a settlement agreement for $2.5 million, we released the remaining $2.5 million during the second quarter of 2009.

In 2008, we recorded a gain of $1.1 million in connection with the sale of a small office building.

Gain on Repurchase of Senior Exchangeable Notes

During the fourth quarter of 2008, we repurchased $61.3 million of our Notes at a discount which resulted in a gain of $2.8 million.

Loss on Exchange of Senior Exchangeable Notes

Under the terms of our Notes the early exchange option for the holders of our Notes was enabled in the second, third and fourth quarters of 2010. We received 21 requests during 2010 to exchange 82,251 Notes, which were settled during the year for $82.3 million in cash and 808,367 shares of our common stock, all of which were Treasury Shares, resulting in a loss of $1.9 million.

Interest Expense

Interest expense increased slightly in 2010 compared to 2009 and decreased $6.1 million in 2009 compared to 2008.  At the end of the second quarter of 2008, the early exchange feature of our Notes was triggered which resulted in our Notes being classified as short-term and required the write-off of $3.5 million in deferred debt acquisition costs to interest expense.  In 2008, we repurchased approximately 20% of our Notes at a discount; consequently, the monthly amortization of the debt discount was lower in 2009 than in 2008.  Cash interest expense on our Notes was only $0.6 million, $0.6 million and $0.8 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Income Tax Expense

Income tax expense increased $6.6 million in 2010 compared to 2009 commensurate with the overall increase in income before income tax expense.  Income tax expense increased $0.4 million in 2009 compared to 2008 despite a decrease in net income before taxes due primarily to the recapture of tax consolidation benefits in Mexico with respect to recent changes in the tax laws and additional taxes provided for specific tax uncertainties in the various jurisdictions in which we operate.  The effective tax rate was 30.5% for 2010, 33.4% for 2009 and 30.2% for 2008. The lower tax rate for 2010 was the result of a change in the earnings mix in the various jurisdictions in which we operate.  The higher tax rate for 2009 compared to 2008 was due to the recapture of tax consolidation benefits in Mexico with respect to recent changes in the tax laws, additional taxes provided for specific tax uncertainties in the various jurisdictions in which we operate and the operational losses and asset write down in Venezuela that are without tax benefit.

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Segment Analysis

The following charts and tables summarize the operating results for our three complementary business segments.

                             

Segment Revenues

	For the Years Ended December 31,
(dollars in thousands)	2010		% Change			2009		% Change			2008
Reservoir Description	$	425,829		2.6	%	$	414,934		(4.7	%)	$	435,425
Production Enhancement		313,956		36.1	%		230,652		(21.3	%)		293,017
Reservoir Management		54,868		9.8	%		49,953		(4.7	%)		52,394
Total Revenues	$	794,653		14.2	%	$	695,539		(10.9	%)	$	780,836

Segment Operating Income

	For the Years Ended December 31,
(dollars in thousands)	2010			% Change			2009		% Change			2008
Reservoir Description	$	106,179			(0.2	%)	$	106,421		4.6	%	$	101,783
Production Enhancement		101,241			55.6	%		65,076		(30.0	%)		93,025
Reservoir Management		19,759			35.2	%		14,620		(9.9	%)		16,224
Corporate and other (1)		(253	)	NM		(2)		665	NM		(2)		(3,977	)
Operating Income	$	226,926			21.5	%	$	186,782		(9.8	%)	$	207,055
(1) “Corporate and other" represents those items that are not directly relating to a particular segment.
(2) "NM" means not meaningful.

Segment Operating Income Margins (1)

	For the Years Ended December 31,
	2010			2009			2008
	Margin			Margin			Margin
Reservoir Description		24.9	%		25.6	%		23.4	%
Production Enhancement		32.2	%		28.2	%		31.7	%
Reservoir Management		36.0	%		29.3	%		31.0	%
Total Company		28.6	%		26.9	%		26.5	%
(1) Calculated by dividing "Operating Income" by "Revenue".

Reservoir Description

Revenues for our Reservoir Description segment increased by 2.6% in 2010 compared to 2009, after decreasing 4.7% in 2009 compared to 2008.  During 2010, this segment’s operations continued to benefit from large-scale core analyses and advanced rock properties studies from the eastern Mediterranean region, the Middle East and West Africa offshore.  This segment continued to realize increased demand for reservoir fluids phase-behavior studies, and for crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide.  Other areas that continue to provide revenue growth are the continued expansion of worldwide development projects particularly in West Africa, Asia Pacific, and the North Sea, as well as the North American gas shale and oil and liquid-rich plays in the Eagle Ford, Haynesville, Muskwa and other active fields.  The revenue

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decrease in 2009 was the result of a significant decline in oil and gas prices and drilling activity from record highs in 2008, which affected demand for some of the services in this segment. Due to our significant international operations and projects such as our reservoir rock and reservoir fluids characterization projects, this segment has continued to improve its operating income and margins despite the recent downturn experienced throughout the industry. During 2009, we experienced increased demand for our services in the Middle East and Asia-Pacific and for our continued large scale core analyses studies as well as crude oil and derived petroleum products characterization studies on a global basis.

Operating income and operating income margin decreased slightly in 2010 from 2009 as a result of slightly higher costs in certain operating areas.  Operating income and operating margin increased 4.6% in 2009 from 2008 due to continued emphasis on higher value and thus higher margin services on internationally-based development and production-related crude oil projects, in addition to the de-emphasis of the more cyclical exploration-related projects along with an emphasis on controlling costs.

Production Enhancement

Revenues for our Production Enhancement segment increased by $83.3 million, or 36.1% in 2010 compared to 2009, primarily due to the increased acceptance by our clients of our high margin completion products as well as our fracture diagnostic services, and an increased market share of our perforating charges and gun systems particularly in the North American markets relating to horizontal well developments of gas-shale and oil-shale reservoirs and for high margin completion and recompletion technologies used in the reworking of major, giant, and super-giant fields in southern Iraq. Revenues for our Production Enhancement segment decreased 21.3% in 2009 compared to 2008, primarily due to the significant decline in North American drilling activity.  However, during this period, where the average rig count for North America dropped 42%, we maintained our focus on high-end well completion and stimulation programs, which resulted in improved market penetration and client acceptance of our well perforating and completion products and fracture diagnostic services.  We also concentrated our focus on the Haynesville, Marcellus, and Eagle Ford Shale developments. As a result, we were able to moderate the decline in our revenues versus the declining drilling activity levels when comparing 2009 over 2008. The downward trend in the North America rig count that started in the latter half of 2008 appears to have stabilized.

Operating income for this segment increased to $101.2 million in 2010 from $65.1 million in 2009, an increase of 55.6%. The increase in margins in 2010 was primarily driven by our continued market penetration of higher-margin services including our proprietary and patented diagnostic technologies, such as SpectraChem® Plus+, SpectraScan®, ZeroWash®, and our HERO™ line of perforating charges and gun systems and our new Horizontal Time-Delayed Ballistics Actuated Sequential Transfer (HTD-Blast™) perforating system which is used for the perforation of extended-reach horizontal completions.  Operating income for this segment decreased to $65.1 million in 2009 from $93.0 million in 2008, a decrease of 30.0%. The decrease in margins in 2009 was primarily driven by the significant decline in North American drilling activities, and as a result, we reduced manufacturing levels which negatively impacted the efficiency of our manufacturing operations.  Additionally, reduced demand in North America decreased margins due to pressure on pricing; however, this was partially offset by our continued market penetration of higher-margin services including our proprietary and patented fracture diagnostic technologies, such as our SpectraScan® and recently introduced SpectraChem® Plus+, tracer service coupled with an on-going emphasis on controlling costs.

Reservoir Management

Revenues for our Reservoir Management segment increased to $54.9 million in 2010 from $50.0 million in 2009 and $52.4 million in 2008.  The increase in revenue in 2010 was due to ongoing interest in several of our existing multi-client reservoir studies including new studies in the Montney Shale in northeastern British Columbia and northern Alberta, and the Eagle Ford Shale in south Texas, along with the continued participation in our North American Gas Shale Study and our new Worldwide Oil and Natural Gas Shale Reservoir Study.  In addition, increased revenue was provided by our proprietary studies, including studies of offshore Ivory Coast, Ghana and Nigeria, a gas-shale reconnaissance project in Indonesia and detailed proprietary reservoir studies for several companies active in the Wolfberry play in West Texas.  The decline in revenue in 2009 as compared to 2008 was a result of lower demand for our permanent well monitoring instrumentation in Canada oil sands and our decision to stop selling these systems in Venezuela.  We continued to grow our consortium studies revenue, especially studies pertaining to unconventional gas reservoirs, to partially offset reduced demand for our reservoir monitoring systems.  Additional studies initiated in 2009 included the expansion of our unconventional natural gas reservoir studies to different regions in North America, deepwater studies off the coasts of Brazil and West Africa, and a study on the petroleum potential of offshore Vietnam. Significant studies in 2009 and 2008 were Reservoir Characterization and Production Properties of Gas Shales and Geological, Petrophysical, and Geomechanical Properties of Tight Gas Sands as well as several other proprietary studies.

Operating income for this segment increased to $19.8 million in 2010 compared to $14.6 million in 2009 and $16.2 million in 2008.  The increase in operating income in 2010 as compared to 2009 was primarily related to growth in our consortium projects and the delivery of completed consortium projects.  The decrease in operating income in 2009 from 2008 was primarily due to the decline in sales of our reservoir monitoring systems.

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Liquidity and Capital Resources

General

We have historically financed our activities through cash on hand, cash flows from operations, bank credit facilities, equity financing and the issuance of debt.  Cash flow from operating activities provides the primary source of funds to finance operating needs, capital expenditures and our share repurchase program.  If necessary, we supplement this cash flow with borrowings under bank credit facilities to finance some capital expenditures and business acquisitions.  As we are a Netherlands holding company, we conduct substantially all of our operations through subsidiaries.  Our cash availability is largely dependent upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us.

We utilize the non-GAAP financial measure of free cash flow to evaluate our cash flows and results of operations.  Free cash flow is defined as net cash provided by operating activities (which is the most directly comparable GAAP measure) less capital expenditures.  Management believes that free cash flow provides useful information to investors as it represents the cash, in excess of capital expenditures, available to operate the business and fund non-discretionary obligations. Free cash flow is not a measure of operating performance under GAAP, and should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Free cash flow does not represent residual cash available for distribution because we may have other non-discretionary expenditures that are not deducted from the measure. Moreover, since free cash flow is not a measure determined in accordance with GAAP and thus is susceptible to varying interpretations and calculations, free cash flow as presented, may not be comparable to similarly titled measures presented by other companies.  The following table reconciles this non-GAAP financial measure to the most directly comparable measure calculated and presented in accordance with U.S. GAAP for the years ended December 31, 2010, 2009 and 2008 (in thousands):

	Year Ended December 31,
Free Cash Flow Calculation	2010			2009			2008
Net cash provided by operating activities	$	205,832		$	181,873		$	155,207
Less: capital expenditures		(27,569	)		(17,289	)		(30,950	)
Free cash flow	$	178,263		$	164,584		$	124,257

The increase in free cash flow in 2010 compared to 2009 and 2008 was primarily due to an increase in net income, partially offset by an increase in capital expenditures. Working capital was $70.0 million and $284.1 million at December 31, 2010 and 2009, respectively.

Cash Flows

The following table summarizes cash flows for the years ended December 31, 2010, 2009 and 2008 (in thousands):

	Year Ended December 31,
	2010			2009			2008
Cash provided by/(used in):
Operating activities	$	205,832		$	181,873		$	155,207
Investing activities		(38,581	)		(18,540	)		(41,108	)
Financing activities		(214,416	)		(18,426	)		(103,578	)
Net change in cash and cash equivalents	$	(47,165	)	$	144,907		$	10,521

The increase in cash flow from operating activities in 2010 compared to 2009 was primarily due to an increase in net income.  The increase in cash flow from operating activities in 2009 compared to 2008 was primarily due to improved collections of receivables, approximately $9 million of advance payments from clients and deferred tax liabilities offset by a decrease in net income.

Cash flow used in investing activities increased $20.0 million in 2010 over 2009 due to higher capital expenditures and an acquisition for $9.0 million during the first quarter of 2010.  Cash flow used in investing activities decreased $22.6 million in 2009 over 2008 due to reduced capital expenditures and acquisition activity.

Cash flow used in financing activities in 2010 increased $196.0 million compared to 2009 due to an increase in the number of shares repurchased under our common share repurchase program, increased dividends paid, and the early exchange of our Notes by note holders. Cash flow used in financing activities in 2009 decreased $85.2 million compared to 2008 due to a reduction in the repurchase

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of our common shares and repurchase of our Notes partially offset by proceeds from the sale of the note hedge claim (as discussed in Debt and Capital Lease Obligations).

During the year ended December 31, 2010, we repurchased 1,493,017 shares of our common stock for an aggregate amount of $92.5 million, or an average price of $61.95 per share. The repurchase of shares in the open market is at the discretion of management pursuant to shareholder authorization.  We regard these treasury shares as a temporary investment which may be used to fund restricted shares that vest, stock options that are exercised, finance future acquisitions or to prepare for any obligation we may have to deliver common shares to the holders of our Notes or pursuant to our warrants.  Under Dutch law and subject to certain Dutch statutory provisions and shareholder approval, we can hold a maximum of 50% of our issued shares in treasury. We currently have shareholder approval to hold 25.6% of our issued share capital in treasury.  On June 10, 2010 at our annual shareholders meeting, our shareholders authorized the extension of our share repurchase program of up to 25.6% of our issued share capital from time to time until December 10, 2011. The meeting authorized the Management Board to repurchase up to 10% of our issued share capital which may be used for any legal purpose and an additional 15.6% of our issued share capital which may only be used for the satisfaction of any obligation we may have to deliver shares pursuant to our Notes when they become due or pursuant to our warrants.  We believe this share repurchase program has been beneficial to our shareholders.  Our share price has increased from $4.03 per share in 2002, when we began to repurchase shares, to $89.05 per share on December 31, 2010, an increase of over 2,110%.

Credit Facilities and Available Future Liquidity

In 2006, Core Laboratories LP, a wholly owned subsidiary of Core Laboratories N.V., issued $300 million aggregate principal amount of our Notes which are fully and unconditionally guaranteed by Core Laboratories N.V. and mature on October 31, 2011.

Under the terms of our Notes the early exchange option for the holders of our Notes was enabled in the fourth quarter of 2010, as it was in the second and third quarters of 2010. As a result, our Notes can be exchanged during the first quarter of 2011 and the equity component at December 31, 2010 was classified as temporary equity to reflect the amount that could result in cash settlement upon exchange.  We received 21 requests during 2010 to exchange 82,251 Notes, which were settled during the year for $82.3 million in cash and 808,367 shares of our common stock, all of which were Treasury Shares, resulting in a loss of $1.9 million.

 We received two requests during the fourth quarter of 2010 to exchange five Notes which we will settle during the first quarter of 2011.  Subsequent to December 31, 2010, we have received six additional requests to exchange 40,173 Notes, which we will settle during the first quarter of 2011.

We maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $125.0 million. The Credit Facility provides an option to increase the commitment under the Credit Facility to $200.0 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 1.75% to a maximum of LIBOR plus 2.50%.  Any outstanding balance under the Credit Facility is due in December 2015 when the Credit Facility matures.   Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available capacity is reduced by outstanding letters of credit and performance guarantees and bonds totaling $13.9 million at December 31, 2010 relating to certain projects in progress.  Our available borrowing capacity under the Credit Facility at December 31, 2010 was $111.1 million.  As of December 31, 2010, we had $17.7 million of outstanding letters of credit and performance guarantees and bonds in addition to those under the Credit Facility.

The terms of the Credit Facility require us to meet certain financial covenants, including, but not limited to, certain operational and minimum equity and cash flow ratios. We believe that we are in compliance with all such covenants contained in our credit agreement. All of our material wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility.

In addition to our repayment commitments under our credit facilities and our Notes, we have capital lease obligations relating to the purchase of equipment, and non-cancelable operating lease arrangements under which we lease property including land, buildings, office equipment and vehicles.

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The following table summarizes our future contractual obligations under these arrangements (in thousands):

	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
Contractual Obligations:
Short-term debt (1)	$	156,407	$	156,407	$	-	$	-	$	-
Operating leases		53,278		13,965		19,200		10,861		9,252
Pension (2)		1,787		1,787		-		-		-
Total contractual obligations	$	211,472	$	172,159	$	19,200	$	10,861	$	9,252
(1) Not included in the above balances are anticipated cash payments for interest of $0.4 million for 2011 on the short-term debt that is due October 2011.
(2) Our Dutch pension plan requires annual employer contributions. Amounts payable in the future will be based on future workforce factors which cannot be projected beyond one year.

We have no significant purchase commitments or similar obligations outstanding at December 31, 2010.  Not included in the table above are uncertain tax positions that we have accrued for at December 31, 2010.  We have not included accruals for uncertain tax positions in the table above, as the amounts and timing of payment, if any, are uncertain.

At December 31, 2010, we had tax net operating loss carry-forwards in various tax jurisdictions of approximately $36.2 million. While we cannot be certain that these operating loss carry-forwards will be utilized, we anticipate that we will have sufficient taxable income in future years to allow us to fully utilize the carry-forwards that are not subject to a valuation allowance as of December 31, 2010. If unused, those carry-forwards which are subject to expiration may expire during the years 2011 through 2020. During 2010, $0.3 million of operating loss carry-forwards which carried a full valuation allowance expired unused.

We expect our investment in capital expenditures to be approximately $25 million to $27 million in 2011 which will be used to fund our growth through the purchase of instrumentation, tools and equipment along with expenditures to replace obsolete or worn-out instrumentation, tools and equipment,  to consolidate certain facilities to gain operational efficiencies, and to increase our presence where requested by our clients. In addition, we plan to continue to (i) repurchase our common shares on the open market through our stock repurchase program, (ii) repurchase our Notes, (iii) pay a dividend or (iv) acquire complimentary technologies. Our ability to continue these initiatives depends on, among other things, market conditions and our ability to generate free cash flow.

Our ability to maintain and increase our operating income and cash flows is largely dependent upon continued investing activities. We believe our future cash flows from operating activities, supplemented by our borrowing capacity under existing facilities and our ability to issue additional equity should be sufficient to meet our contractual obligations, capital expenditures, working capital needs and to finance future acquisitions.

Forward-Looking Statements

This Form 10-K and the documents incorporated in this Form 10-K by reference contain forward-looking statements.  These "forward-looking statements" are based on an analysis of currently available competitive, financial and economic data and our operating plans.  They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations.  By way of illustration, when used in this document, words such as "anticipate", "believe", "expect", "intend", "estimate", "project", "will", "should", "could", "may", "predict" and similar expressions are intended to identify forward-looking statements.  You are cautioned that actual results could differ materially from those anticipated in forward-looking statements.  Any forward-looking statements, including statements regarding the intent, belief or current expectations of us or our management, are not guarantees of future performance and involve risks, uncertainties and assumptions about us and the industry in which we and Core Lab operate, including, among other things:

27

- our ability to continue to develop or acquire new and useful technology;

- the realization of anticipated synergies from acquired businesses and future acquisitions;

- our dependence on one industry, oil and gas, and the impact of commodity prices on the expenditure levels of our clients;

- competition in the markets we serve;

- the risks and uncertainties attendant to adverse industry, political, economic and financial market conditions, including stock prices, government regulations, interest rates and credit availability;

- unsettled political conditions, war, civil unrest, currency controls and governmental actions in the numerous countries in which we operate;

- changes in the price of oil and natural gas;

- integration of acquired businesses; and

- the effects of industry consolidation.

Our businesses depend, to a large degree, on the level of spending by oil and gas companies for exploration, development and production activities.  Therefore, a sustained increase or decrease in the price of natural gas or oil, which could have a material impact on exploration, development and production activities, could also materially affect our financial position, results of operations and cash flows.

The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider.  For a more detailed description of risk factors, please see "Item 1A. Risk Factors" in this Form 10-K and our reports and registration statements filed from time to time with the SEC.

All forward-looking statements in this Form 10-K are based on information available to us on the date of this Form 10-K.  We do not intend to update or revise any forward-looking statements that we may make in this Form 10-K or other documents, reports, filings or press releases, whether as a result of new information, future events or otherwise.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to market risk, which is the potential loss arising from adverse changes in market prices and rates. We have not entered, or intend to enter, into derivative financial instruments for hedging or speculative purposes. We do not believe that our exposure to market risks, which are primarily related to interest rate changes, is material.

Interest Rate Risk

From time to time, we are exposed to interest rate risk on our Credit Facility debt, which carries a variable interest rate. At December 31, 2010, we had no variable rate debt outstanding.

Foreign Currency Risk

We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We do not currently hold or issue forward exchange contracts or other derivative instruments for hedging or speculative purposes. (A foreign exchange contract is an agreement to exchange different currencies at a given date and at a specified rate.)  Foreign exchange gains and losses are the result of fluctuations in the USD against foreign currencies and are included in other (income) expense in the statements of operations.  We recognize foreign exchange gains or losses in countries where the USD has fluctuated against the local currency based on our net monetary asset or liability position denominated in that local currency. Foreign exchange gains and losses are summarized in the following table (in thousands):

28

	Year Ended December 31,
(Gains) losses by currency	2010			2009			2008
Australian Dollar	$	(135	)	$	(438	)	$	654
British Pound		390			(106	)		654
Canadian Dollar		(711	)		(1,686	)		2,706
Euro		1,788			(81	)		(132	)
Russian Ruble		(6	)		421			688
Venezuelan Bolivar		(267	)		1,335			(2	)
Other currencies		(27	)		224			1,987
Total (gain) loss	$	1,032		$	(331	)	$	6,555

In Venezuela in mid-2010, several large commercial banks began operating the Translation System for Foreign Currency Denominated Securities (“SITME”) to replace the parallel market rate as the new freely traded rate.   Management determined that the appropriate rates to use for remeasuring the financial statements at December 31, 2009 and 2010 were the parallel market rate and the SITME rate, respectively.  Using the parallel market rate in 2009, we recognized a devaluation of our net monetary assets resulting in a foreign exchange loss of approximately $1.3 million in the fourth quarter. At December 31, 2010, our net monetary assets denominated in VEB in Venezuela were $0.8 million.  We continue our efforts to de-emphasize our operations and financial position in this country.

Credit Risk

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All cash and cash equivalents are on deposit at commercial banks or investment firms. Our trade receivables are with a variety of domestic, international and national oil and gas companies. Management considers this credit risk to be limited due to the creditworthiness and financial resources of these financial institutions and companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For the financial statements and supplementary data required by this Item 8, see Part IV "Item 15. Exhibits, Financial Statement Schedules."

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report.  Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2010 at the reasonable assurance level.

Our management does not expect that our disclosure controls and procedures or our system of internal control over financial reporting will prevent all errors and all fraud.  Further, the design of disclosure controls and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

29

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth in Internal Control − Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment using these criteria, our management determined that our internal control over financial reporting was effective as of December 31, 2010.

The effectiveness of our internal control over financial reporting as of December 31, 2010, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

The information required by Part III (Items 10 through 14) is incorporated by reference from our definitive proxy statement to be filed in connection with our 2011 annual meeting of shareholders pursuant to Regulation 14A under the Exchange Act. We expect to file our definitive proxy statement with the SEC within 120 days after the close of the year ended December 31, 2010.

30

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

1. The following reports, financial statements and schedules are filed herewith on the pages indicated:

	Page
Report of Independent Registered Public Accounting Firm-PricewaterhouseCoopers LLP	F-1
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008	F-3
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2010, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008	F-6
Notes to Consolidated Financial Statements	F-7

2. Financial Statement Schedule

(b) Exhibits

The following exhibits are incorporated by reference to the filing indicated or are filed herewith.

Exhibit No.		Exhibit Title	Incorporated by Reference from the Following Documents
3.1	-	Articles of Association of the Company, as amended (including English translation)	Form 10-Q, July 26, 2010 (File No. 001-14273)
4.1	-	Form of certificate representing Common Shares	Form 10-K, March 31, 1999 (File No. 001-14273)
4.2	-	Purchase Agreement, dated October 31, 2006, among Core Laboratories LP, Core Laboratories N.V., Lehman Brothers Inc. and Banc of America Securities LLC	Form 8-K, November 6, 2006 (File No. 001-14273)
4.3	-	Indenture, dated November 6, 2006, among Core Laboratories LP, as Issuer, Core Laboratories N.V., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 0.25% Senior Exchangeable Notes due 2011	Form 8-K, November 6, 2006 (File No. 001-14273)
4.4	-	Registration Rights Agreement, dated as of November 6, 2006, among Core Laboratories LP, Core Laboratories N.V., Lehman Brothers Inc. and Banc of America Securities LLC	Form 8-K, November 6, 2006 (File No. 001-14273)
4.5	-	Note Hedge Confirmation, dated October 31, 2006, among Core Laboratories LP, and Lehman Brothers OTC Derivatives Inc.	Form 8-K, November 6, 2006 (File No. 001-14273)
4.6	-	Warrant Confirmation, dated October 31, 2006, among Core Laboratories N.V. and Lehman Brothers OTC Derivatives Inc.	Form 8-K, November 6, 2006 (File No. 001-14273)
4.7	-	Amendment to Note Hedge Confirmation, dated November 15, 2006, among Core Laboratories LP, and Lehman Brothers OTC Derivatives Inc.	Form 8-K, November 20, 2006 (File No. 001-14273)
4.8	-	Amendment to Warrant Confirmation, dated November 15, 2006, among Core Laboratories N.V. and Lehman Brothers OTC Derivatives Inc.	Form 8-K, November 20, 2006 (File No. 001-14273)

31

10.1	-	Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated effective as of May 29, 1997)	Proxy Statement dated April 28, 1997 for Annual Meeting of Shareholders (File No. 000-26710)
10.2	-	Form of Indemnification Agreement to be entered into by the Company and certain of its directors and officers	Form F-1, September 20, 1995 (File No. 000-26710)
10.3	-	Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, NationsBank, N.A. and the Bank Group, dated as of July 18, 1997	Form S-3, October 31, 1997 (File No. 333-39265)
10.4	-	Core Laboratories Supplemental Executive Retirement Plan effective as of January 1, 19981	Form 10-K, March 31, 1998 (File No. 000-26710)
10.5	-	Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis effective January 1, 19991	Form 10-Q, August 16, 1999 (File No. 001-14273)
10.6	-	Amendment to Core Laboratories Supplemental Executive Retirement Plan filed January 1, 1998, effective July 29, 19991	Form 10-Q, August 16, 1999 (File No. 001-14273)
10.7	-	Note and Guarantee Agreement by Core Laboratories, Inc. for Guaranteed Senior Notes, Series A, and Guaranteed Senior Notes, Series B, dated as of July 22, 1999	Form 10-Q, August 16, 1999 (File No. 001-14273)
10.8	-	First Amendment to Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated effective as of May 29, 1997)	Form 10-K, March 15, 2001 (File No. 001-14273)
10.9	-	Amendment to Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated effective as of May 29, 1997)	Form 10-Q, May 15, 2003 (File No. 001-14273)
10.10	-	Amendment to Core Laboratories Supplement Executive Retirement Plan1	Form 10-Q, May 15, 2003 (File No. 001-14273)
10.11	-	Non-Employee Director Compensation Summary	Form 10-K, February 20, 2008 (File No. 001-14273)
10.12	-	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	Form 10-Q, May 4, 2005 (File No. 001-14273)
10.13	-	First Amendment to 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 December 20, 2005	Form 8-K, December 23, 2005 (File No. 001-14273)
10.14	-	Core Laboratories N.V. 2006 Nonemployee Director Stock Incentive Plan	Proxy Statement dated May 17, 2006 for Annual Meeting of Shareholders (File No. 001-14273)
10.15	-	Second Amendment to 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 July 7, 2006	Form 8-K, November 7, 2006 (File No. 001-14273)
10.16	-	Third Amendment to 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 November 6, 2006	Form 8-K, November 7, 2006 (File No. 001-14273)

32

10.17	-	Form of Director Performance Share Award Restricted Share Agreement (ROE Based) 1	Form 10-K, February 20, 2007 (File No. 001-14273)
10.18	-	Form of Restricted Share Award Program Agreement1	Form 10-K, February 20, 2007 (File No. 001-14273)
10.19	-	Fourth Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories LP, Bank of America, N.A., and Banc of America Securities LLC, dated as of January 22, 2008	Form 8-K, January 23, 2008 (File No. 001-14273)
10.20	-	Form of Restated Employment Agreement between Core Laboratories N.V. and David M. Demshur dated as of December 31, 20071	Form 10-Q, May 12, 2008 (File No. 001-14273)
10.21	-	Form of Restated Employment Agreement between Core Laboratories N.V. and Richard L. Bergmark dated as of December 31, 20071	Form 10-Q, May 12, 2008 (File No. 001-14273)
10.22	-	Form of Restated Employment Agreement between Core Laboratories N.V. and Monty L. Davis dated as of December 31, 20071	Form 10-Q, May 12, 2008 (File No. 001-14273)
10.23	-	Amendment to Core Laboratories Supplemental Executive Retirement Plan dated as of March 5, 20081	Form 10-Q, May 12, 2008 (File No. 001-14273)
10.24	-	Amendment to Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis dated as of March 5, 20081	Form 10-Q, May 12, 2008 (File No. 001-14273)
10.25	-	Amendment to Restated Employment Agreement dated December 31, 2007, between Core Laboratories N.V. and Monty L. Davis1	Filed Herewith
10.26	-	Amendment to Restated Employment Agreement dated December 31, 2007, between Core Laboratories N.V. and David M. Demshur1	Filed Herewith
10.27	-	Amendment to Restated Employment Agreement dated December 31, 2007, between Core Laboratories N.V. and Richard L. Bergmark1	Filed Herewith
10.28	-	Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010, among Core Laboratories N.V., Core Laboratories LP and the lenders party thereto and Bank of America, N.A., as administrative agent.	Filed Herewith
21.1	-	Subsidiaries of the Registrant	Filed Herewith
23.1	-	Consent of PricewaterhouseCoopers LLP	Filed Herewith
31.1	-	Certification of Chief Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
31.2	-	Certification of Chief Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	-	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished Herewith
32.2	-	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished Herewith
1) Management contracts or compensatory plans or arrangements.

33

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CORE LABORATORIES N.V.
		By its sole managing director, Core Laboratories International B.V.
Date: February 18, 2011	By:	/s/ JAN WILLEM SODDERLAND
		Jan Willem Sodderland
		Managing Director of Core Laboratories International B.V.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on the 18th day of February 2011.

Signature	Title
/s/ DAVID M. DEMSHUR	President, Chief Executive Officer,
David M. Demshur	Chairman and Supervisory Director
/s/ RICHARD L. BERGMARK	Executive Vice President, Chief
Richard L. Bergmark	Financial Officer, Treasurer and
	Supervisory Director
/s/ C. BRIG MILLER	Vice President and Chief Accounting Officer
C. Brig Miller
/s/ JOSEPH R. PERNA	Supervisory Director
Joseph R. Perna
/s/ JACOBUS SCHOUTEN	Supervisory Director
Jacobus Schouten
/s/ RENE R. JOYCE	Supervisory Director
Rene R. Joyce
/s/ MICHAEL C. KEARNEY	Supervisory Director
Michael C. Kearney
/s/ D. JOHN OGREN	Supervisory Director
D. John Ogren
/s/ ALEXANDER VRIESENDORP	Supervisory Director
Alexander Vriesendorp

34

Report of Independent Registered Public Accounting Firm

To the Supervisory Board of Directors and Shareholders of Core Laboratories N.V.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Core Laboratories N.V. (a Netherlands corporation) and its subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements, the financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting appearing under Item 9A of Part II of this Form 10-K/A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 16, 2011

F-1

CORE LABORATORIES N.V.

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(In thousands, except share and per share data)

	2010			2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	133,880		$	181,045
Accounts receivable, net of allowance for doubtful accounts of $3,396 and  $3,202 at 2010 and 2009, respectively		154,726			133,758
Inventories, net		33,979			32,184
Prepaid expenses and other current assets		26,735			43,550
TOTAL CURRENT ASSETS		349,320			390,537
PROPERTY, PLANT AND EQUIPMENT, net		104,223			98,784
INTANGIBLES, net		8,660			6,520
GOODWILL		154,217			148,600
OTHER ASSETS		19,622			13,725
TOTAL ASSETS	$	636,042		$	658,166
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	44,710		$	33,009
Accrued payroll and related costs		28,621			24,368
Taxes other than payroll and income		7,796			8,183
Unearned revenues		20,181			16,528
Income taxes payable		21,004			15,433
Short-term debt - senior exchangeable notes		147,543			-
Other accrued expenses		9,498			8,887
TOTAL CURRENT LIABILITIES		279,353			106,408
LONG-TERM DEBT		-			209,112
DEFERRED COMPENSATION		21,241			16,866
DEFERRED TAX LIABILITIES		2,198			7,692
OTHER LONG-TERM LIABILITIES		32,046			36,330
COMMITMENTS AND CONTINGENCIES
EQUITY COMPONENT OF SHORT-TERM DEBT - SENIOR EXCHANGEABLE NOTES		8,864			-
EQUITY:
Preference shares, EUR 0.02 par value;       6,000,000 shares authorized, none issued or outstanding		-			-
Common shares, EUR 0.02 par value;         200,000,000 shares authorized, 49,739,912 issued and 45,521,186 outstanding at 2010 and 51,039,912 issued and 45,973,408 outstanding at 2009		1,397			1,430
Additional paid-in capital		-			61,719
Retained earnings		536,991			469,454
Accumulated other comprehensive income (loss)		(6,207	)		(6,536	)
Treasury shares (at cost), 4,218,726 at 2010 and 5,066,504 at 2009		(242,690	)		(246,699	)
Total Core Laboratories N.V. shareholders’ equity		289,491			279,368
Non-controlling interest		2,849			2,390
TOTAL EQUITY		292,340			281,758
TOTAL LIABILITIES AND EQUITY	$	636,042		$	658,166

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-2

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2010, 2009 and 2008

(In thousands, except per share data)

	2010			2009			2008
REVENUES:
Services	$	605,974		$	553,772		$	597,695
Product sales		188,679			141,767			183,141
		794,653			695,539			780,836
OPERATING EXPENSES:
Cost of services, exclusive of depreciation shown below		383,079			352,039			387,145
Cost of product sales, exclusive of depreciation shown below		130,711			105,730			127,637
General and administrative expenses		33,029			30,372			31,646
Depreciation		21,820			23,106			21,063
Amortization		1,293			712			710
Other (income) expense, net		(2,205	)		(3,202	)		5,580
OPERATING INCOME		226,926			186,782			207,055
(Gain) loss on early extinguishment of debt		1,939			-			(2,829	)
Interest expense		15,839			15,523			21,610
Income before income tax expense		209,148			171,259			188,274
Income tax expense		63,747			57,164			56,766
Net income		145,401			114,095			131,508
Net income attributable to non-controlling interest		484			491			342
Net income attributable to Core Laboratories N.V.	$	144,917		$	113,604		$	131,166
EARNINGS PER SHARE INFORMATION:
Basic earnings per share attributable to Core Laboratories N.V.	$	3.23		$	2.47		$	2.85
Diluted earnings per share attributable to Core Laboratories N.V.	$	3.00		$	2.43		$	2.74
Cash dividends per share	$	0.89		$	0.575		$	0.60
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		44,830			45,939			46,017
Diluted		48,241			46,657			47,887

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2010, 2009 and 2008

(In thousands, except share data)

													Accumulated
	CommonShares						Additional						Other			Treasury Stock						Non-
	Number of			Par			Paid-In			Retained			Comprehensive			Number of						Controlling			Total
	Shares			Value			Capital			Earnings			Income (Loss)			Shares			Amount			Interest			Equity
BALANCE, December 31, 2007		46,161,898		$	1,300		$	55,907		$	50,986		$	226			30,000		$	(1,879	)	$	1,486		$	108,026
Stock options exercised, net of capital taxes		90,820			3			(1,220	)		(579	)		-			(81,158	)		2,964			-			1,168
Stock-based compensation, net of awards issued		259,100			7			4,087			(1,830	)		-			(65,700	)		2,477			-			4,741
Tax benefit of stock-based awards issued		-			-			11,037			-			-			-			-			-			11,037
Repurchases of common shares		-			-			-			-			-			588,610			(31,740	)		-			(31,740	)
Cancellation of treasury shares		(3,310,000	)		(104	)		(70,921	)		(49,209	)		-			(3,310,000	)		120,234			-			-
Dividends paid		-			-			-			(27,645	)		-			-			-			-			(27,645	)
Adjustment to previously reported treasury shares		7,838,094			224			58,116			279,377			-			7,838,094			(337,717	)		-			-
Repurchases of senior exchangeable notes		-			-			(3,987	)		-			-			-			-			-			(3,987	)
Non-controlling interest contributions		-			-			-			-			-			-			-			370			370
Non-controlling interest dividend		-			-			-			-			-			-			-			(40	)		(40	)
Comprehensive income:
Adjustment of unrecognized pension actuarial loss, net of $1,782 tax		-			-			-			-			(5,207	)		-			-			-			(5,207	)
Amortization of deferred pension costs, net of $18 tax		-			-			-			-			54			-			-			-			54
Net income		-			-			-			131,166			-			-			-			342			131,508
Total comprehensive income																										126,355
BALANCE, December 31, 2008		51,039,912		$	1,430		$	53,019		$	382,266		$	(4,927	)		4,999,846		$	(245,661	)	$	2,158		$	188,285

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

For the Years Ended December 31, 2010, 2009 and 2008

(In thousands, except share data)

													Accumulated
	CommonShares						Additional						Other			Treasury Stock						Non-
	Number of			Par			Paid-In			Retained			Comprehensive			Number of						Controlling			Total
	Shares			Value			Capital			Earnings			Income (Loss)			Shares			Amount			Interest			Equity
BALANCE, December 31, 2008		51,039,912		$	1,430		$	53,019		$	382,266		$	(4,927	)		4,999,846		$	(245,661	)	$	2,158		$	188,285
Stock options exercised, net of capital taxes		-			-			(1,767	)		-			-			(55,300	)		2,175			-			408
Stock-based compensation, net of awards issued		-			-			(280	)		-			-			(156,300	)		6,176			-			5,896
Tax benefit of stock-based awards issued		-			-			170			-			-			-			-			-			170
Repurchases of common shares		-			-			-			-			-			278,258			(9,389	)		-			(9,389	)
Dividends paid		-			-			-			(26,416	)		-			-			-			-			(26,416	)
Sale of note hedge claim, net of tax		-			-			10,577			-			-			-			-			-			10,577
Non-controlling interest dividend		-			-			-			-			-			-			-			(259	)		(259	)
Comprehensive income:
Adjustment of unrecognized pension actuarial loss, net of $632 tax		-			-			-			-			(1,845	)		-			-			-			(1,845	)
Amortization of deferred pension costs, net of $81 tax		-			-			-			-			236			-			-			-			236
Net income		-			-			-			113,604			-			-			-			491			114,095
Total comprehensive income																										112,486
BALANCE, December 31, 2009		51,039,912		$	1,430		$	61,719		$	469,454		$	(6,536	)		5,066,504		$	(246,699	)	$	2,390		$	281,758
Stock options exercised, net of capital taxes		-			-			(1,537	)		-			-			(46,230	)		1,883			-			346
Stock-based compensation, net of awards issued		-			-			1,424			(575	)		-			(186,198	)		7,668			-			8,517
Tax benefit of stock-based awards issued		-			-			967			-			-			-			-			-			967
Repurchases of common shares		-			-			-			-			-			1,493,017			(92,487	)		-			(92,487	)
Dividends paid		-			-			-			(39,791	)		-			-			-			-			(39,791	)
Equity component of short-term debt		-			-			(8,864	)		-			-			-			-			-			(8,864	)
Exchange of senior exchangeable notes		-			-			(19,965	)		(19,281	)		-			(808,367	)		35,435			-			(3,811	)
Cancellation of treasury shares		(1,300,000	)		(33	)		(33,744	)		(17,733	)		-			(1,300,000	)		51,510			-			-
Non-controlling interest dividend		-			-			-			-			-			-			-			(181	)		(181	)
Non-controlling interest contribution		-			-			-			-			-			-			-			156			156
Comprehensive income:
Adjustment of unrecognized pension actuarial loss, net of $4 tax		-			-			-			-			(13	)		-			-			-			(13	)
Amortization of deferred pension costs, net of $117 tax		-			-			-			-			342			-			-			-			342
Net income		-			-			-			144,917			-			-			-			484			145,401
Total comprehensive income																										145,730
BALANCE, December 31, 2010		49,739,912		$	1,397		$	-		$	536,991		$	(6,207	)		4,218,726		$	(242,690	)	$	2,849		$	292,340

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2010, 2009 and 2008

(In thousands)

	2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	145,401		$	114,095		$	131,508
Adjustments to reconcile income to net cash provided by operating activities:
Net provision for (recoveries of) doubtful accounts		1,444			545			(233	)
Provision for inventory obsolescence		643			807			101
Equity in earnings of affiliates		(376	)		(92	)		(300	)
Stock-based compensation		8,517			5,896			4,741
Depreciation and amortization		23,113			23,818			21,773
Debt issuance costs amortization and finance charges		154			144			3,970
Non-cash interest expense		14,933			14,544			16,469
(Gain) loss on sale of assets		(176	)		90			(2,015	)
(Gain) loss on early extinguishment of debt		1,939			-			(2,829	)
Realization of pension obligation		137			364			54
(Increase) decrease in value of life insurance policies		(1,950	)		(1,997	)		3,904
Deferred income taxes		(10,135	)		25,636			(9,596	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(22,412	)		9,990			(5,025	)
Inventories		(2,438	)		1,847			(5,576	)
Prepaid expenses and other current assets		21,455			(27,762	)		3,926
Other assets		(102	)		(1,060	)		71
Accounts payable		11,701			(8,579	)		1,454
Accrued expenses		13,701			18,813			(2,649	)
Other long-term liabilities		283			4,774			(4,541	)
Net cash provided by operating activities		205,832			181,873			155,207
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(27,569	)		(17,289	)		(30,950	)
Patents and other intangibles		(233	)		(240	)		(354	)
Acquisitions, net of cash acquired		(9,000	)		-			(11,536	)
Non-controlling interest - contribution		156			-			370
Proceeds from sale of assets		669			584			3,798
Premiums on life insurance		(2,604	)		(1,595	)		(2,436	)
Net cash used in investing activities		(38,581	)		(18,540	)		(41,108	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt borrowings		(82,251	)		-			(61,046	)
Proceeds from debt borrowings		-			-			5,000
Capital lease obligations		-			-			(351	)
Stock options exercised		346			408			1,167
Repurchase of common shares		(92,487	)		(9,389	)		(31,740	)
Proceeds from sale of note hedge claim		-			17,060			-
Debt financing costs		(1,019	)		-			-
Dividends paid		(39,791	)		(26,416	)		(27,645	)
Non-controlling interest - dividend		(181	)		(259	)		-
Excess tax benefits from stock-based payments		967			170			11,037
Net cash used in financing activities		(214,416	)		(18,426	)		(103,578	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(47,165	)		144,907			10,521
CASH AND CASH EQUIVALENTS, beginning of year		181,045			36,138			25,617
CASH AND CASH EQUIVALENTS, end of year	$	133,880		$	181,045		$	36,138
Supplemental disclosures of cash flow information:
Cash payments for interest	$	566		$	597		$	763
Cash payments for income taxes	$	57,259		$	41,703		$	56,081
Non-cash investing and financing activities:
Financed capital expenditures	$	-		$	1,810		$	-
Common stock issued related to compensation plans	$	8,517		$	5,896		$	4,741

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

CORE LABORATORIES N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. DESCRIPTION OF BUSINESS

Core Laboratories N.V. ("Core Laboratories", "we", "our" or "us") is a Netherlands limited liability company. We were established in 1936 and are one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management services to the oil and gas industry. These services are directed toward enabling our clients to improve reservoir performance and increase oil and gas recovery from their producing fields. We have over 70 offices in more than 50 countries and have approximately 5,000 employees.

Our business units have been aggregated into three complementary segments which provide products and services for improving reservoir performance and increasing oil and gas recovery from new and existing fields:  (1) Reservoir Description, (2) Production Enhancement and (3) Reservoir Management.  For a description of product types and services offered by these business segments, see Note 15 Segment Reporting.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"), and include the accounts of Core Laboratories and its subsidiaries for which we have a controlling voting interest and/or a controlling financial interest. All inter-company transactions and balances have been eliminated in consolidation. The equity method of accounting is used to record our interest in investments in which we have less than a majority interest and do not exercise significant control. We use the cost method to record certain other investments in which we own less than 20% of the outstanding equity and do not exercise significant control.  We record non-controlling interest associated with consolidated subsidiaries that are less than 100% owned.

Subsequent Events

We have performed an evaluation of subsequent events.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis and utilize our historical experience, as well as various other assumptions that we believe are reasonable in a given circumstance, in order to make these estimates.  Actual results could differ from our estimates, as assumptions and conditions change.

The following accounts, among others, require us to use critical estimates and assumptions:

- allowance for doubtful accounts;

- inventory reserves;

- depreciation and amortization;

- pensions and other postretirement benefits;

- stock-based compensation;

- income taxes; and

- long-lived assets, intangibles and goodwill.

F-7

Accounting policies relating to these accounts and the nature of these estimates are further discussed under the applicable caption.  For each of these critical estimates it is at least reasonably possible that changes in these estimates will occur in the short term which may impact our financial position or results of operations.

Cash and Cash Equivalents

Cash and cash equivalents include all short-term, highly liquid instruments purchased with an original maturity of three months or less.  These items are carried at cost, which approximates market value.  For the years ended December 31, 2010 and 2009, cash equivalents included time deposits and money market investment accounts.

Concentration of Credit Risk

Our financial instruments that potentially subject us to concentrations of credit risk relate primarily to cash and cash equivalents and trade accounts receivable. All cash and cash equivalents are on deposit at commercial banks or investment firms with significant financial resources.  Our trade receivables are with a variety of domestic, international and national oil and gas companies.  We had no clients who provided more than 10% of our revenues for the years ended December 31, 2010, 2009 and 2008.  We consider our credit risk related to trade accounts receivable to be limited due to the creditworthiness and financial resources of our clients.  We evaluate our estimate of the allowance for doubtful accounts on an on-going basis throughout the year.

Accounts Receivable

Trade accounts receivable are recorded at their invoiced amounts and do not bear interest.  We perform ongoing credit evaluations of our clients and monitor collections and payments in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current aging of client receivables outstanding, in addition to client's representations and our understanding of the economic environment in which our clients operate.  Based on our review we establish or adjust allowances for specific clients and the accounts receivable as a whole, and recognize expense.  When an account is determined to be uncollectible, we charge the receivable to our allowance for doubtful accounts.  Our allowance for doubtful accounts totaled $3.4 million and $3.2 million at December 31, 2010 and 2009, respectively. The net carrying value of accounts receivable is considered to be representative of its respective fair value.

Inventories

Inventories consist of manufactured goods, materials and supplies used for sales or services to clients. Inventories are stated at the lower of cost or estimated net realizable value, and are reflected net of valuation reserves. Inventory costs are recorded at standard cost which approximates the first-in, first-out method.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are comprised primarily of income tax receivable, current deferred tax assets, prepaid insurance, value added taxes and rents.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Allowances for depreciation and amortization are calculated using the straight-line method based on the estimated useful lives of the related assets as follows:

Buildings and leasehold improvements	3 - 40 years
Machinery and equipment	3 - 10 years

Expenditures for repairs and maintenance are charged to expense as incurred and major renewals and improvements are capitalized. Cost and accumulated depreciation applicable to assets retired or sold are removed from the accounts, and any resulting gain or loss is included in operations.

We review our assets for impairment when events or changes in circumstances indicate that the net book value of property, plant and equipment may not be recovered over its remaining service life.  We evaluate our property, plant and equipment for impairment if a triggering event occurs which may indicate that an impairment is probable.  Under these circumstances, we compare the sum of the estimated future undiscounted cash flows relating to the asset group, an estimate of realizable value to the carrying value of the assets.  

F-8

If impairment is still indicated, we compare the fair value of the assets to the carrying amount, and recognize an impairment loss for the amount by which the fair value exceeds the carrying value.  Fair value is the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants.  We did not record any material impairment charges relating to our long-lived assets held for use during the years ended December 31, 2010, 2009 or 2008.

Intangibles and Goodwill

Intangibles include patents, trademarks, and trade names. Intangibles with determinable lives are amortized using the straight-line method based on the estimated useful life of the intangible.  Intangibles with indeterminable lives, which consisted primarily of corporate trade names, are evaluated for impairment annually or more frequently if circumstances indicate that impairment has occurred.

We record goodwill as the excess of the purchase price over the fair value of the net assets acquired in acquisitions accounted for under the purchase method of accounting.  In accordance with generally accepted accounting standards related to goodwill and other intangible assets, we test goodwill for impairment annually, or more frequently if circumstances indicate that a potential impairment has occurred.  See Note 7 Goodwill.

Other Assets

Other assets consisted of the following (in thousands):

	2010		2009
Cash surrender value of life insurance	$	15,827	$	11,717
Investments		695		319
Debt issuance costs		1,009		144
Other		2,091		1,545
Total other assets	$	19,622	$	13,725

Cash surrender value of life insurance relates to postretirement benefit plans. See Note 10 Pensions and Other Postretirement Benefit Plans.  Investments include our investments in unconsolidated affiliates accounted for under the equity method. The operations of these entities are in-line with those of our core businesses.  These entities are not considered special purpose entities nor do we have special off-balance sheet arrangements through these entities.  The debt issuance costs are being amortized over the life of the respective debt instruments.

Accounts Payable

Trade accounts payable are recorded at their invoiced amounts and do not bear interest.  The carrying value of accounts payable is considered to be representative of its respective fair value.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Consolidated Financial Statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the asset is recovered or the liability is settled.  We include interest and penalties from tax judgments in income tax expense.

The accounting guidance for accounting for uncertainty in income taxes implemented a single model to address accounting for uncertainty in tax positions. This guidance prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements and also provides guidance on derecognition, measurement, classification, interest and penalties, disclosure and transition.  Accordingly, we record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in our tax return. We also recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 9 Income Taxes.

F-9

Comprehensive Income

Comprehensive income is comprised of net income and other charges or credits to equity that are not the result of transactions with owners. For the years ended December 31, 2010, 2009, and 2008, comprehensive income related to prior service costs and an unrecognized net actuarial loss from a pension plan. See Note 10 Pensions and Other Postretirement Benefit Plans.

Revenue Recognition

Revenues are recognized as services are completed or as product title is transferred. All advance client payments are classified as unearned revenues until services are provided or product title is transferred. We recognize revenue when we determine that the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Revenues from long-term contracts are recorded as services are rendered in proportion to the work performed. All known or anticipated losses on contracts are provided for currently. Revenues are recorded exclusive of taxes. Training and consulting service revenues are recognized as the services are performed.

Foreign Currencies

Our functional currency is the U.S. Dollar ("USD").  All inter-company financing, transactions and cash flows of our subsidiaries are transacted in USD. Additionally, certain significant operations transact contractual business denominated in the USD.  Accordingly, foreign entities remeasure monetary assets and liabilities to USD at year-end exchange rates, while non-monetary items are measured at historical rates. Revenues and expenses are remeasured at the applicable month-end rate, except for depreciation, amortization and certain components of cost of sales, which are measured at historical rates.  For the year ended December 31, 2010, we incurred a net remeasurement loss of approximately $1.0 million due to the recent strengthening of the USD, while in the year ended December 31, 2009, we incurred a net remeasurement gain of approximately $0.3 million, and a net remeasurement loss of approximately $6.6 million in the year ended December 31, 2008.  These amounts were included in Other (Income) Expense, net in the accompanying Consolidated Statements of Operations.

Pensions and Other Postretirement Benefits

We maintain a non-contributory defined benefit pension plan for substantially all of our Dutch employees.  As required by current accounting standards, we recognize net periodic pension costs associated with this plan in income from current operations and recognize the unfunded status of the plan, if any, as a long-term liability. In addition, we recognize as a component of other comprehensive income, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost.  The projection of benefit obligation and fair value of plan assets requires the use of assumptions and estimates.  Actual results could differ from those estimates.  See Note 10 Pensions and Other Postretirement Benefit Plans.  Furthermore, we sponsor several defined contribution plans for the benefit of our employees.  We expense these contributions in the period the contribution is made.

Non-controlling Interests

On January 1, 2009, we adopted the accounting standards related to non-controlling interests, which requires companies with non-controlling interests to disclose such interests clearly as a portion of equity separate from the parent's equity.  The amount of consolidated net income attributable to these non-controlling interests must also be clearly presented on the Consolidated Statements of Operations. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and recorded as a gain or loss. Upon adopting this accounting standard, we revised our historical presentation of non-controlling interests to be included as part of the total equity and presented the net income relating to non-controlling interests as a separate component of total net income.

Stock-Based Compensation

We have two stock-based compensation plans, as described in further detail in Note 13 to our Consolidated Financial Statements. For new awards issued and awards modified, repurchased or cancelled, the compensation expense is equal to the fair value of the award at the date of the grant and is recognized in the Consolidated Statement of Operations for those awards earned over the requisite service period of the award.

F-10

Earnings Per Share

We compute basic earnings per common share by dividing net income attributable to Core Laboratories N.V. by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common share include additional shares in the weighted average share calculations associated with the incremental effect of dilutive employee stock options, restricted stock awards and contingently issuable shares, as determined using the treasury stock method. The following table summarizes the calculation of weighted average common shares outstanding used in the computation of diluted earnings per share (in thousands):

	Year Ended December 31,
	2010		2009		2008
Weighted average basic common shares   outstanding		44,830		45,939		46,017
Effect of dilutive securities:
Stock options		57		115		260
Contingent shares		40		31		50
Restricted stock and other		585		378		334
Senior exchangeable notes		1,700		194		1,226
Warrants		1,029		-		-
Weighted average diluted common and potential   common shares outstanding		48,241		46,657		47,887

In prior years, we excluded the effect of anti-dilutive shares associated with the exchangeable senior note hedge from the calculation of the diluted weighted average shares.  If these shares had been included, the impact would have been a decrease in diluted weighted average shares outstanding of 1,143,000 shares for the year ended December 31, 2008.  In December 2009, the exchangeable note hedge was terminated.

In 2006, we sold warrants that give the holders the right to acquire up to 6.3 million of our common shares at a strike price of $62.16 per share that will settle in January 2012.  The warrants will be net settled with whole shares of Core Laboratories N.V. common stock, with fractional shares being settled with cash.  Included in the table above are 1,029,000 shares which were added to the share count for the year ended December 31, 2010 because the average share price exceeded the strike price of the warrants.  These shares were included in calculating the impact to our dilutive earnings per share.  See Note 8 Debt and Capital Lease Obligations for additional information.

Reclassifications

Certain reclassifications were made to prior year amounts in order to conform to the current year's presentation.  These reclassifications had no impact on reported net income for the years ended December 31, 2010, 2009 and 2008.

3. ACQUISITIONS

In January 2010, we acquired fracture diagnostics assets for $9.0 million in cash.  The acquisition was recorded in the Production Enhancement business segment and resulted in an increase of $5.6 million in goodwill and an increase of $3.2 million in intangible assets.  The intangible assets will be amortized over a period of 36 to 60 months.

In 2008, we acquired all of the shares of a Turkey-based petroleum testing laboratory specializing in the characterization of crude oil and its derivative products, for $15.0 million. The acquisition resulted in goodwill of $9.8 million and intangibles of $0.3 million which was recorded in the Reservoir Description business segment.  This acquisition was made in order to expand our presence in the Black Sea region.

The acquisition of these entities did not have a material impact on our Consolidated Balance Sheet or Consolidated Statements of Operations.

F-11

4. INVENTORIES

Inventories consisted of the following at December 31, 2010 and 2009 (in thousands):

	2010		2009
Finished goods	$	24,476	$	22,161
Parts and materials		6,727		8,756
Work in progress		2,776		1,267
Total inventories	$	33,979	$	32,184

We include freight costs incurred for shipping inventory to our clients in the Cost of Sales caption in the accompanying Consolidated Statements of Operations.

5. PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment were as follows at December 31, 2010 and 2009 (in thousands):

	2010			2009
Land	$	5,832		$	5,829
Building and leasehold improvements		76,826			67,887
Machinery and equipment		178,457			167,180
Total property, plant and equipment		261,115			240,896
Less - accumulated depreciation and amortization		(156,892	)		(142,112	)
Property, plant and equipment, net	$	104,223		$	98,784

6. INTANGIBLES

The components of intangibles as of December 31, 2010 and 2009 are as follows (in thousands):

			2010				2009
	Original life in years		Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Acquired trade secrets		3-20	$	1,678	$	1,034	$	1,671	$	939
Acquired patents and trademarks		10		3,348		2,191		3,165		1,965
Agreements not to compete		3-7		4,490		1,883		1,290		933
Acquired trade names		30		627		267		583		244
Acquired trade names	Indefinite			3,892		-		3,892		-
Total intangibles			$	14,035	$	5,375	$	10,601	$	4,081

Our estimated amortization expense relating to these intangibles for the next five years is summarized in the following table (in thousands):

2011	$	1,088
2012		1,014
2013		1,014
2014		881
2015		278

Certain intangibles, primarily relating to trade names, are deemed to have an indefinite life and are not amortized.  These intangibles are included in an impairment analysis performed at least annually. We performed this impairment testing at December 31, 2010 and 2009, and no impairments were identified.

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7. GOODWILL

The changes in the carrying amount of goodwill for each business segment for the years ended December 31, 2010, 2009 and 2008 were as follows (in thousands):

	Reservoir Description		Production Enhancement		Reservoir Management		Total
Balance at December 31, 2008	$	80,932	$	64,823	$	2,845	$	148,600
Goodwill acquired during the year		-		-		-		-
Balance at December 31, 2009		80,932		64,823		2,845		148,600
Goodwill acquired during the year		-		5,617		-		5,617
Balance at December 31, 2010	$	80,932	$	70,440	$	2,845	$	154,217

We test goodwill for impairment annually or more frequently if circumstances indicate a potential impairment.  For purposes of this test, we compare the fair value of our reporting units, which are our reportable segments, to their net carrying value as of the balance sheet date, after excluding inter-company transactions and allocating corporate assets to the reportable segments.  We estimated the fair value by performing a discounted future cash flow analysis of each reportable segment.  Estimated future cash flows were based on historical data adjusted for the company’s best estimate of future performance. If the carrying value of the reportable segment exceeds the fair value determined, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the segment is less than its carrying value.  We performed this impairment testing at December 31, 2010 and 2009 and did not identify any impairments relating to our goodwill during these years.  Historically, we have not recorded any impairments relating to our goodwill.

8. DEBT

Debt at December 31, 2010 and 2009 is summarized in the following table (in thousands):

	December 31, 2010			December 31, 2009
Senior exchangeable notes	$	156,407		$	238,658
Discount on senior exchangeable notes		(8,864	)		(29,546	)
Net senior exchangeable notes	$	147,543		$	209,112

In 2006, Core Laboratories LP, a wholly owned subsidiary of Core Laboratories N.V., issued $300 million aggregate principal amount of Senior Exchangeable Notes due October 31, 2011 (the "Notes").  Our Notes bear interest at a rate of 0.25% per year paid on a semi-annual basis and are fully and unconditionally guaranteed by Core Laboratories N.V.  Cash interest expense on our Notes was $0.6 million, $0.6 million and $0.8 million for the years ended December 31, 2010, 2009 and 2008, respectively.

On January 1, 2009, we adopted the accounting guidance issued for debt with conversion and other options, which specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods.  See Note 2 Summary of Significant Accounting Policies for the cumulative effect of the change in accounting principle on periods prior to those presented.  The adoption of these accounting standards resulted in a discount on our Notes being recorded which is being amortized into interest expense through October 2011.

With the additional amortization of the discount on our Notes, the effective interest rate is 7.48% for the years ended December 31, 2010, 2009 and 2008 which resulted in additional non-cash interest expense of $14.9 million, $14.5 million and $16.5 million for the years ended December 31, 2010, 2009 and 2008, respectively.  Each Note carries a $1,000 principal amount and is exchangeable into shares of Core Laboratories N.V. common stock under certain circumstances at an exchange price of $45.75 per share,  or 21.8578 shares per Note.  Upon exchange, holders will receive cash for the principal amount plus any amount related to fractional shares, and any excess exchange value will be delivered in whole shares of Core Laboratories N.V. common stock at the completion of the valuation period as defined under our Notes agreement. At December 31, 2010 our Notes were trading at 197% of their face value which is equivalent to $151.7 million in excess of the aggregate principal amount.  At December 31, 2009, our Notes were trading at 134% of their face value.

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Under the terms of our Notes the early exchange option for the holders of our Notes was enabled in the fourth quarter of 2010, as it was in the second and third quarters of 2010. As a result, our Notes can be exchanged during the first quarter of 2011 causing the equity component of our Notes at December 31, 2010 to be classified as temporary equity.  This balance combined with the debt amount reflects the outstanding principal amount of our Notes.  The criteria for the early exchange option were not met during 2009.  We received 21 requests during 2010 to exchange 82,251 Notes, which were settled during the year for $82.3 million in cash and 808,367 shares of our common stock, all of which were treasury shares, resulting in a loss of $1.9 million.

We received two requests during the fourth quarter of 2010 to exchange five Notes which we will settle during the first quarter of 2011.  Subsequent to December 31, 2010, we have received six additional requests to exchange 40,173  Notes, which we will settle during the first quarter of 2011.

As part of the issuance of our Notes, we entered into an exchangeable senior note hedge transaction in October 2006 (the "Call Option") through one of our subsidiaries with Lehman Brothers OTC Derivatives Inc. ("Lehman OTC") whereby Lehman OTC was obligated to deliver to us an amount of shares required to cover the shares issuable upon conversion of our Notes.  On October 3, 2008, Lehman OTC filed for protection under Chapter 11 of the U.S. Bankruptcy Code.  On September 3, 2009, the subsidiary involved in the Call Option filed a proof of claim in the Lehman OTC bankruptcy case related to the Call Option hedge transaction in the amount of $90.1 million.   The note hedge contract was formally terminated on December 4, 2009.  Subsequently, on December 22, 2009, we sold our claim to a third party for a cash payment of $17.1 million which was recorded to Additional Paid-in Capital on the Consolidated Balance Sheet.

In 2006, we sold warrants that give the holders the right to acquire up to 6.3 million of our common shares at a strike price of $62.16 per share that will settle in January 2012.  The warrants will be net settled with whole shares of Core Laboratories N.V. common stock, with fractional shares being settled with cash. 

The derivative transactions described above do not affect the terms of our outstanding Notes.

We maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $125.0 million. The Credit Facility provides an option to increase the commitment under the Credit Facility to $200.0 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 1.75% to a maximum of LIBOR plus 2.50%.  Any outstanding balance under the Credit Facility is due in December 2015 when the Credit Facility matures.   Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available capacity is reduced by outstanding letters of credit and performance guarantees and bonds totaling $13.9 million at December 31, 2010 relating to certain projects in progress.  Our available borrowing capacity under the Credit Facility at December 31, 2010 was $111.1 million.  As of December 31, 2010, we had $17.7 million of outstanding letters of credit and performance guarantees and bonds in addition to those under the Credit Facility.

The terms of the Credit Facility require us to meet certain financial covenants, including, but not limited to, certain operational and minimum equity and cash flow ratios. We believe that we are in compliance with all such covenants contained in the Credit Facility. All of our material wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility.

During the fourth quarter of 2008, we repurchased $61.3 million of our Notes at a discount which resulted in a gain of $2.8 million.

9. INCOME TAXES

The components of income before income tax expense for 2010, 2009 and 2008 are as follows (in thousands):

	2010		2009		2008
United States	$	86,985	$	69,444	$	73,641
Other countries		122,163		101,815		114,633
Operating income before income tax expense	$	209,148	$	171,259	$	188,274

The components of income tax expense for 2010, 2009 and 2008 are as follows (in thousands):

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	2010			2009		2008
Current:
United States	$	38,704		$	10,110	$	35,775
Other countries		30,357			18,628		24,308
State and provincial		4,821			2,790		6,279
		73,882			31,528		66,362
Deferred:
United States		(9,699	)		23,031		(626	)
Other countries		100			1,441		(9,514	)
State and provincial		(536	)		1,164		544
Total deferred		(10,135	)		25,636		(9,596	)
Income tax expense	$	63,747		$	57,164	$	56,766

The differences in income tax expense computed using The Netherlands statutory income tax rate of 25.5% in 2010, 2009 and 2008 and our income tax expense as reported in the accompanying Consolidated Statements of Operations for 2010, 2009 and 2008 are as follows (in thousands):

	2010		2009			2008
Tax at The Netherlands income tax rate	$	53,333	$	43,671		$	48,010
Reserve for pending audit settlement		-		(4,468	)		-
International earnings taxed at rates other than The Netherlands statutory rate		3,698		8,618			1,736
Non-deductible expenses		2,524		3,366			2,141
Change in valuation allowance		75		1,564			1,385
State and provincial taxes		2,597		3,954			6,823
Other		1,520		459			(3,329	)
Income tax expense	$	63,747	$	57,164		$	56,766

Deferred tax assets and liabilities result from various temporary differences between the financial statement carrying amount and their tax basis. Deferred tax assets and liabilities as of December 31, 2010 and 2009 are summarized as follows (in thousands):

	2010			2009
Deferred tax assets:
Net operating loss carry-forwards	$	9,518		$	9,811
Tax credit carry-forwards		7,571			8,726
Reserves		11,429			12,391
Property, plant and equipment		3,611			3,001
Unrealized benefit plan loss		1,445			1,309
Other		951			1,406
		34,525			36,644
Valuation allowance		(10,739	)		(10,664	)
Net deferred tax asset		23,786			25,980
Deferred tax liabilities:
Intangibles		(197	)		(227	)
Exchangeable debt		(16,652	)		(28,249	)
Other		452			(250	)
Total deferred tax liabilities		(16,397	)		(28,726	)
Net deferred income taxes	$	7,389		$	(2,746	)
		2010			2009
Current deferred tax assets	$	9,587		$	4,946
Long-term deferred tax (liabilities)		(2,198	)		(7,692	)
Total deferred tax (liabilities) assets	$	7,389		$	(2,746	)

At December 31, 2010, we had tax net operating loss carry-forwards in various tax jurisdictions of approximately $36.2 million. Although we cannot be certain that these operating loss carry-forwards will be utilized, we anticipate that we will have sufficient taxable income in future years to allow us to fully utilize the carry-forwards that are not subject to a valuation allowance as of December 31, 2010.  If unused, those carry-forwards which are subject to expiration may expire during the years 2011 through 2020.

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At December 31, 2010, we maintained a valuation allowance of $9.0 million on our net operating loss carry-forwards. During 2010, $0.3 million of operating loss carry-forwards which carried a full valuation allowance expired unused.

As a result of our entering into an exchangeable note hedge transaction in 2006, we recorded $31.9 million to our deferred tax asset and to Additional Paid-In Capital.  The deferred tax asset is being utilized ratably over the life of the hedge.

In 2009, the exchangeable note hedge was terminated in connection with the Lehman bankruptcy.  As a result, our Notes and associated note hedge were no longer considered integrated for tax purposes resulting in the Company recognizing a current tax benefit in 2009 and establishing a higher tax basis for our Notes.  The tax basis had been $213 million and is now $288 million. As of December 31, 2009, we recorded a net current tax receivable of $20.9 million, the remaining unamortized deferred tax asset of $9.3 million that was originally established for the integrated Note and note hedge was written off, and a deferred tax liability of $18.1 million was established for the resulting difference in tax basis and book basis in our Notes. The result of the transactions associated with terminating the integrated note hedge transaction had no impact on the effective tax rate for 2009 as the current tax benefit was offset by the deferred tax provision.

In connection with the termination of the note hedge, we filed a claim in the bankruptcy proceedings, and subsequently sold the claim to a third party for a cash payment of approximately $17.1 million. The tax effect of $6.5 million associated with the proceeds from the sale of the claim was recorded as a reduction in Additional Paid-In Capital, consistent with the original accounting for the note hedge.

We file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions.  We are currently undergoing multiple examinations in various jurisdictions, and the years 1999 through 2009 remain open for examination in various tax jurisdictions in which we operate.

During 2010, payments were made to certain tax jurisdictions, resulting in a reduction to the unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	2010			2009			2008
Unrecognized tax benefits at January 1,	$	8,324		$	5,974		$	17,864
Tax positions, current period		1,149			4,668			1,001
Tax positions, prior period		2,181			-			-
Settlements with taxing authorities		(555	)		(1,449	)		(12,603	)
Lapse of applicable statute of limitations		(1,113	)		(869	)		(288	)
Unrecognized tax benefits at December 31,	$	9,986		$	8,324		$	5,974

Changes in our estimate of unrecognized tax benefits would affect our effective tax rate.  The amounts included in the table above for settlements with tax authorities primarily represent cash payments.

Our policy is to record accrued interest and penalties on uncertain tax positions, net of any tax effect, as part of total tax expense for the period.  The corresponding liability is carried along with the tax exposure as a non-current payable in Other Long-term Liabilities.  For the years ended December 31, 2010, 2009 and 2008, we had approximately $2.9 million, $3.2 million and $2.2 million, respectively, accrued for the payment of interest and penalties.

During 2010, we recognized tax benefits of $1.0 million relating to tax deductions in excess of book expense for stock-based compensation awards. These tax benefits are recorded to Additional Paid-in Capital to the extent deductions reduce current taxable income as we are able to realize the tax benefits.

10. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Defined Benefit Plan

On January 1, 2009 we adopted the accounting standards relating to the disclosure requirements for defined benefit plans, which provides guidance on an employer’s disclosures about plan assets of a defined benefit position or other post retirement plan.

We provide a noncontributory defined benefit pension plan covering substantially all of our Dutch employees ("Dutch Plan") who were hired prior to 2007 based on years of service and final pay or career average pay, depending on when the employee began participating. Employees are immediately vested in the benefits earned.  We fund the future obligations of the Dutch Plan by

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purchasing investment contracts from a large multi-national insurance company.  The investment contracts are purchased annually and expire after five years.  Each year, as a contract expires, it is replaced with a new contract that is adjusted to include changes in the benefit obligation for the current year and redemption of the expired contract.  We determine the fair value of these plan assets with the assistance of an actuary using observable inputs (Level 2).  We make annual premium payments, based upon each employee's age and current salary, to the insurance company.

The following table summarizes the change in the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2010 and 2009 (in thousands):

	2010			2009
Projected Benefit Obligation:
Projected benefit obligation at beginning of year	$	29,699		$	24,610
Service cost		1,225			1,084
Interest cost		1,424			1,386
Benefits paid		(503	)		(484	)
Administrative expenses		(269	)		(276	)
Actuarial loss, net		1,565			2,710
Unrealized (gain) loss on foreign exchange		(2,253	)		669
Projected benefit obligation at end of year	$	30,888		$	29,699
Fair Value of Plan Assets:
Fair value of plan assets at beginning of year	$	24,640		$	21,187
Actual gain on plan assets		1,998			907
Employer contributions		2,026			2,713
Benefits paid		(503	)		(484	)
Administrative expenses		(269	)		(276	)
Unrealized gain (loss) on foreign exchange		(1,870	)		593
Fair value of plan assets at end of year	$	26,022		$	24,640
(Under)-funded status of the plan at end of the year	$	(4,866	)	$	(5,059	)
Accumulated Benefit Obligation	$	25,908		$	24,599

The following actuarial assumptions were used to determine the actuarial present value of our projected benefit obligation at December 31, 2010 and 2009:

	2010			2009
Weighted average assumed discount rate		5.40	%		5.25	%
Weighted average rate of compensation increase		3.00	%		3.00	%

The discount rate used to determine our projected benefit obligation at December 31, 2010 was increased from 5.25% to 5.40%.  The increase in the discount rate was consistent with a general stabilizing of long-term interest rates in Europe, including The Netherlands.

Amounts recognized for the Dutch Plan in the Consolidated Balance Sheets for the years ended December 31, 2010 and 2009 consist of (in thousands):

	2010			2009
Deferred tax asset	$	1,445		$	1,309
Other long-term liabilities		4,866			5,059
Accumulated other comprehensive income (loss)		(6,207	)		(6,536	)

Amounts recognized, net of tax, in Accumulated Other Comprehensive Income for the years ended December 31, 2010 and 2009 consist of (in thousands):

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	2010			2009
Prior service cost	$	(853	)	$	(971	)
Transition asset		324			389
Unrecognized net actuarial (loss) and foreign exchange		(5,678	)		(5,954	)
Total accumulated other comprehensive income (loss)	$	(6,207	)	$	(6,536	)

Unrecognized amounts currently recorded to Accumulated Other Comprehensive Income are expected to be recognized as components of next year's net pension benefit cost are $0.2 million of prior service cost, $0.1 million amortization of transition asset and $0.3 million of unrecognized net actuarial loss.

The components of net periodic pension cost under this plan for the years ended December 31, 2010 and 2009 included (in thousands):

	2010			2009
Service cost	$	1,225		$	1,084
Interest cost		1,424			1,386
Expected return on plan assets		(451	)		(673	)
Unrecognized pension obligation (asset), net		(87	)		(87	)
Prior service cost		159			159
Unrecognized net actuarial loss		378			243
Net periodic pension cost	$	2,648		$	2,112

This net periodic pension cost was calculated using the following assumptions:

	2010			2009
Weighted average assumed discount rate		5.25	%		5.75	%
Expected long-term rate of return on plan assets		5.25	%		5.75	%
Weighted average rate of compensation increase		3.00	%		3.00	%

Plan assets at December 31, 2010 and 2009 consisted of insurance contracts with returns comparable with governmental debt securities.  Our expected long-term rate of return assumptions are based on the average yield on government bonds in the Netherlands.  Dutch law dictates the minimum requirements for pension funding.  Our goal is to meet these minimum funding requirements, while our insurance carrier invests to minimize risks associated with future benefit payments.

Our 2011 minimum funding requirements are expected to be approximately $1.8 million. Our estimate of future annual contributions is based on current funding requirements, and we believe these contributions will be sufficient to fund the plan.  Expected benefit payments under this plan for the next five years are as follows (in thousands):

2011	$	603
2012		985
2013		1,083
2014		1,180
2015		1,200
Succeeding five years		7,742

Defined Contribution Plans

We maintain four defined contribution plans (the "Defined Contribution Plans") for the benefit of eligible employees in Canada, The Netherlands, the United Kingdom, and the United States.  In accordance with the terms of each plan, we and our participating employees contribute up to specified limits and under certain plans, we may make discretionary contributions in accordance with the Defined Contribution Plans.  For the years ended December 31, 2010, 2009 and 2008, we expensed approximately $4.6 million, $4.9 million and $4.7 million, respectively, for our contributions and our additional discretionary contributions to the Defined Contribution Plans.

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Deferred Compensation Arrangements

We have entered into deferred compensation contracts for certain key employees and an outside director. The benefits under these contracts are fully vested and benefits are paid when the participants attain 65 years of age. The charge to expense for officer deferred compensation in 2010, 2009 and 2008 was approximately $1.2 million, $1.1 million and $1.3 million, respectively. Life insurance policies with cash surrender values have been purchased for the purpose of funding the deferred compensation contracts.

We have adopted a non-qualified deferred compensation plan that allows certain highly compensated employees to defer a portion of their salary, commission and bonus, as well as the amount of any reductions in their deferrals under the deferred compensation plan for employees in the United States (the "Deferred Compensation Plan"), due to certain limitations imposed by the U.S. Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Deferred Compensation Plan also provides for employer contributions to be made on behalf of participants equal in amount to certain forfeitures of, and/or reductions in, employer contributions that participants could have received under the 401(k) Plan in the absence of certain limitations imposed by the Internal Revenue Code. Employer contributions to the Deferred Compensation Plan vest ratably over a period of five years. Contributions to the plan are invested in equity and other investment fund assets, and carried on the balance sheet at fair value.  The benefits under these contracts are fully vested and payment of benefits generally commences as of the last day of the month following the termination of services except that the payment of benefits for select executives generally commences on the first working day following a six month waiting period following the date of termination. Employer contributions to the deferred compensation plan were $0.2 million, $0.2 million and $0.2 million of the years ended December 31, 2010, 2009 and 2008, respectively. These employer contributions vest ratably over a period of five years.

Vesting in all employer contributions is accelerated upon the death of the participant or a change in control.  Employer contributions under the plans are forfeited upon a participant's termination of employment to the extent they are not vested at that time.

The Company’s only financial assets and liabilities which involve fair value measures relate to certain aspects of the Company’s benefit plans.  On a recurring basis, we use the market approach to value certain assets and liabilities at fair value at quoted prices in an active market (Level 1) and certain assets and liabilities using significant other observable inputs (Level 2). We do not have any assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Gains and losses related to the fair value changes in the deferred compensation assets and liabilities are recorded in General and Administrative Expenses in the Consolidated Statement of Operations.  The following table summarizes the fair value balances (in thousands):

			Fair Value Measurement at December 31, 2010
	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation plan trust assets	$	8,802	$	-	$	8,802	$	-
Liabilities:
Deferred compensation plan	$	13,063	$	2,275	$	10,788	$	-

			Fair Value Measurement at December 31, 2009
	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation plan trust assets	$	6,193	$	-	$	6,193	$	-
Liabilities:
Deferred compensation plan	$	9,366	$	1,339	$	8,027	$	-

11. COMMITMENTS AND CONTINGENCIES

We have been and may from time to time be named as a defendant in legal actions that arise in the ordinary course of business.  These include, but are not limited to, employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with the provision of our products and services.  Management does not currently believe that any of our pending contractual, employment-related, personal injury or property damage claims and disputes will have a material effect on our future results of operations, financial position or cash flow.

F-19

During the year ended December 31, 2010, we had fire incidents at two separate facilities resulting in the loss of portions of the buildings, as well as some of the laboratory equipment.  In 2010, we filed claims with our insurance carrier for reimbursement of these costs.  We are still in the process of determining the extent of our loss, but we expect that the insurance proceeds will be adequate to recover our costs.

In 1998, we entered into employment agreements with our three senior executive officers that provided for severance benefits.  The present value of the long-term liability recorded for the benefits due upon severing the employment of these employees is approximately $5.0 million at December 31, 2010.

We do not maintain any off-balance sheet debt or other similar financing arrangements nor have we formed any special purpose entities for the purpose of maintaining off-balance sheet debt.

Scheduled minimum rental commitments under non-cancelable operating leases at December 31, 2010, consist of the following (in thousands):

2011	$	13,965
2012		10,875
2013		8,325
2014		6,034
2015		4,827
Thereafter		9,252
Total commitments	$	53,278

Operating lease commitments relate primarily to rental of equipment and office space. Rental expense for operating leases, including amounts for short-term leases with nominal future rental commitments, was approximately $12.6 million, $14.4 million and $14.5 million for the years ended December 31, 2010, 2009 and 2008, respectively.

12. EQUITY

Equity Instruments

See Note 8 Debt and Capital Lease Obligations for additional information on the exchangeable note hedge and warrant transactions.

Stock Split

At our annual meeting on June 10, 2010, the shareholders approved an amendment to increase the authorized shares of our common stock from 100 million to 200 million and to increase the authorized shares of our preference stock from 3 million to 6 million.  In addition, shareholders approved the two-for-one stock split authorized by the Supervisory Board and thereby reduced the par value of each share from EUR 0.04 to EUR 0.02. As a result of the stock split, shareholders of record on June 30, 2010 received an additional share of common stock for each common share held.  The stock split was effected on July 8, 2010.  All references in the consolidated financial statements and the accompanying notes to common shares, share prices, per share amounts and stock plans have been restated retroactively for the stock split.

Treasury Shares

In connection with our initial public offering in September 1995, our shareholders authorized our Management Board to repurchase up to 10% of our issued share capital, the maximum allowed under Dutch law at the time, for a period of 18 months.  This authorization was renewed at subsequent annual or special shareholder meetings.  At our annual shareholders’ meeting on June 10, 2010, our shareholders authorized an extension through December 10, 2011 to purchase up to 25.6% of our issued share capital, consisting of 10% of our issued shares to be used for any legal purpose, and an additional 15.6% of our issued shares to fulfill obligations relating to our Notes or warrants. The repurchase of shares in the open market is at the discretion of management pursuant to this shareholder authorization.  From the activation of the share repurchase program on October 29, 2002 through December 31, 2010, we have repurchased 32,453,473 shares for an aggregate purchase price of approximately $726.2 million, or an average price of $22.38 per share and have cancelled 26,835,494 shares at a cost of $425.3 million. At December 31, 2010, we held 4,218,726 shares in treasury and with the authority to repurchase 8,514,691 additional shares under our stock repurchase program.  The past cancellation of shares had also been approved by shareholders at prior shareholder meetings.  Subsequent to year end, we have repurchased 454,494 shares at a total cost of approximately $40.3 million.

F-20

At the annual meeting of shareholders on June 10, 2010, the shareholders approved the cancellation of 1.3 million shares of our common stock then held as treasury stock.  These treasury shares were cancelled on September 2, 2010, after the expiration of the waiting period required under Dutch law.  In accordance with FASB Accounting Standards Codification ("ASC") 505-30-30-8, we charged the excess of the cost of the treasury stock over its par value to additional paid-in capital, and as additional paid-in-capital was not sufficient in amount for this charge the remainder was charged to Retained Earnings.

Dividend Policy

In February, April, July and October 2010, we paid quarterly $0.06 per share of common stock dividends. In addition to the quarterly cash dividends, a special non-recurring cash dividend of $0.65 per share of common stock was also paid in August 2010. The total dividends paid in 2010 were $39.8 million. On January 14, 2011, we declared a quarterly dividend of $0.25 per share of common stock payable February 25, 2011 to shareholders of record on January 25, 2011.

13. STOCK-BASED COMPENSATION

We have granted stock options and restricted stock awards under two stock incentive plans: the 2007 Long-Term Incentive Plan (the "Plan") and the 2006 Nonemployee Director Stock Incentive Plan (the "Director Plan ").  Awards under the following two compensation programs have been granted pursuant to the Plan: (1) the Performance Share Award Program ("PSAP") and (2) the Restricted Share Award Program ("RSAP").

Since the inception of the Plan in 1995 until 2001, we awarded stock options as the primary form of equity compensation.  In 2001, we reassessed the form of award and elected to begin the use of restricted share grants which we believe are a stronger motivational tool for our employees. Restricted share awards provide some value to an employee during periods of stock market volatility, whereas stock options may have limited perceived value and may not be as affective in retaining and motivating employees when the current value of our stock is less than the option price.  Currently, our long-term equity incentive compensation is exclusively in the form of restricted shares and performance restricted shares as no stock options were granted during 2010.

We issue shares from either treasury stock or authorized shares upon the exercise of options or lapsing of vesting restrictions on restricted stock. We have issued 46,230 shares and 186,198 shares out of treasury stock relating to the exercise of stock options and the vesting of restricted stock, respectively. We do not use cash to settle equity instruments issued under stock-based compensation awards.

2007 Long-term Incentive Plan

On April 2, 2007, the 1995 Long-Term Incentive Plan was amended, restated and renamed as the 2007 Long-Term Incentive Plan.  The primary changes effected by the 2007 amendment and restatement was to (a) extend the period during which awards may be granted under the Plan to February 13, 2017, (b) require all stock options awarded under the Plan to have an exercise price per share that is at least equal to the fair market value of a common share as of the date of grant of the option (subject to adjustment under certain circumstances, such as upon a reorganization, stock split, recapitalization, or other change in our capital structure), (c) provide that stock appreciation rights may be granted under the Plan, (d) prohibit the repricing of stock options awarded under the Plan, (e) provide that no amendment to the Plan that would require shareholder approval pursuant to the requirements of the New York Stock Exchange or any exchange on which we are listed will be effective prior to approval of our shareholders, and (f) expand the performance goals enumerated under the Plan upon which restricted share awards may be based. The amendment and restatement of the Plan does not increase the number of common shares subject to the Plan. The Plan provides for a maximum of 10,800,000 common shares to be granted to eligible employees.  Specifically, we encourage share ownership by awarding various long-term equity incentive awards under the Plan, consisting of the PSAP and RSAP.  We believe that widespread common share ownership by key employees is an important means of encouraging superior performance and employee retention. Additionally, our equity-based compensation programs encourage performance and retention by providing additional incentives for executives to further our growth, development and financial success over a longer time horizon by personally benefitting through the ownership of our common shares and/or rights.  At December 31, 2010, approximately 703,851 shares were available for the grant of new awards under the Plan.

Performance Share Award Program

Under the PSAP, certain executives were awarded rights to receive a pre-determined number of common shares if our calculated return on equity ("ROE"), as defined in the PSAP, equaled or exceeded a pre-determined target ROE on the measurement date of December 31, 2007, which was the last day of the applicable three year performance period.  Under this arrangement we granted rights relating to an aggregate of 240,000 shares in 2005. In February 2008, the Equity Awards Subcommittee of our Compensation

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Committee of our Board of Supervisory Directors determined that the performance target criteria had been met relating to rights to an aggregate of 236,000 shares and those common shares were issued on February 12, 2008, simultaneous with the participants surrendering 81,472 common shares to settle any personal tax liabilities which may result from the award, as permitted by the agreement.  We recorded these surrendered shares as treasury stock with an aggregate cost of $4.5 million, at $55.63 per share. We recognized a tax benefit from the vesting of the PSAP of $7.8 million in 2008.

On April 1, 2010, certain executives were awarded rights to receive an aggregate of 90,000 common shares if our calculated return on invested capital ("ROIC"), as defined in the PSAP, is in the top decile of the Bloomberg Peer Group at the end of the three year performance period, which began on January 1, 2010 and ends on December 31, 2012.  Unless there is a change in control as defined in the PSAP, none of these awards will vest if the specified performance target is not met as of the last day of the performance period. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $5.9 million over a 33-month period that began on April 1, 2010, of which $1.6 million has been recognized in 2010. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 24 months.

Restricted Share Award Program

In 2004, the Equity Awards Subcommittee of our Compensation Committee of our Board of Supervisory Directors approved the RSAP to attract and retain the best employees, and to better align employee interests with those of our shareholders. Under this arrangement we have awarded grants totaling 142,070 shares in 2010. Each of these grants awarded in 2010 has a vesting period of principally six years and vests ratably on an annual basis.  There are no performance accelerators for early vesting for these awards.  Awards under the RSAP are classified as an equity award and recorded at the grant-date fair value and the compensation expense is being recognized over the expected life of the award. As of December 31, 2010, there was $24.8 million of unrecognized total stock-based compensation relating to nonvested RSAP awards. The unrecognized compensation expense is expected to be recognized over an estimated weighted-average amortization period of 41 months. The grant-date fair value of shares granted was $12.3 million, $10.8 million and $15.2 million in 2010, 2009 and 2008, respectively and we have recognized compensation expense of $6.1 million, $5.0 million and $3.9 million in 2010, 2009 and 2008, respectively. The total fair value which is the intrinsic value of the shares vested was $7.0 million, $5.7 million and $3.1 million in 2010, 2009 and 2008, respectively.  We have recognized a tax benefit from the vesting of the RSAP of $1.0 million, $0.2 million and $1.5 million in 2010, 2009 and 2008, respectively.

2006 Nonemployee Director Stock Incentive Plan

The Director Plan provides common shares for grant to our eligible Supervisory Directors.  The maximum number of shares available for award under this plan is 1,400,000 common shares.  On June 28, 2006, the 1995 Nonemployee Director Stock Option Plan was amended, restated and renamed as the 2006 Nonemployee Director Stock Incentive Plan.  The primary change effected by the 2006 amendment was to eliminate the automatic, formula grant of stock options under the prior plan and to replace that formula approach with the discretionary right of the Supervisory Board to grant stock options, restricted shares, or any combination thereof. Only nonemployee Supervisory Directors are eligible for these equity-based awards under the Director Plan.  As of December 31, 2010, approximately 577,513 shares were available for issuance under the Director Plan

Performance Share Award Program

On August 15, 2007, we awarded rights relating to an aggregate of 24,000 PSAP shares under the Director Plan to our nonemployee Supervisory Directors for which the performance period began on August 15, 2007 and ended on August 15, 2010. The performance target for this award was based on a calculated ROE, as defined in the agreement, with full vesting occurring if our ROE equaled or exceeded the pre-determined target ROE of 50% at the end of the three-year performance period.  If our ROE for the performance period did not meet the target ROE but equaled or exceeded 40%, then the number of shares issued would be interpolated based on the terms of the agreement. This arrangement was recorded as an equity award that required us to recognize compensation expense based on the probability of the performance target being achieved.  Compensation expense totaling $1.2 million was recognized over a three-year period that began on August 15, 2007, of which, $0.2 million, $0.4 million, and $0.4 million was recognized in 2010, 2009 and 2008, respectively. In August 2010, the Equity Awards Subcommittee of our Compensation Committee of our Board of Supervisory Directors determined that the performance target criteria had been met relating to rights to 24,000 shares.  We issued these 24,000 common shares on August 23, 2010 and, simultaneously, the participants surrendered 4,185 common shares to settle any personal tax liabilities which may result from the award, as permitted by the agreement.  We recorded these surrendered shares as treasury stock with an aggregate cost of $0.3 million, at $78.34 per share.

On July 15, 2008, we awarded rights relating to an aggregate of 8,904 PSAP shares under the Director Plan to our nonemployee Supervisory Directors for which the performance period began on July 15, 2008 and ends on July 15, 2011. The performance target for this award is based on a calculated ROE, as defined in the agreement, with full vesting occurring if our ROE equals or exceeds the pre-determined target ROE of 200% at the end of the three-year performance period.  If our ROE for the performance period does not

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meet the target ROE but equals or exceeds 160%, then the number of shares to be issued would be interpolated based on the terms of the agreement. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $0.6 million over a three-year period that began on July 15, 2008, of which, $0.2 million, $0.2 million, and $0.1 million has been recognized in 2010, 2009 and 2008, respectively. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 7 months.

On July 15, 2009, we awarded rights relating to an aggregate of 13,884 PSAP shares under the Director Plan to our nonemployee Supervisory Directors for which the performance period began on July 15, 2009 and ends on July 15, 2012. The performance target for this award is based on a calculated ROE, as defined in the agreement, with full vesting occurring if our ROE equals or exceeds the returns earned by members of the S&P 500 Oil & Gas Equipment & Services index, with 50% of the shares vesting if our return is at or above the 50th percentile of the members’ return and 100% of the shares vesting if our return is at or above the 75th percentile of the

members’ return. This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $0.6 million over a three-year period that began on July 15, 2009, of which, $0.2 million and $0.1 million has been recognized in 2010, and 2009, respectively. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 19 months.

On April 1, 2010, we awarded rights relating to an aggregate of 9,180 PSAP shares under the Director Plan to our nonemployee Supervisory Directors for which the performance period began on January 1, 2010 and ends on December 31, 2012. The performance target for this award is based on a calculated ROIC, as defined in the agreement, with full vesting occurring if our ROIC is in the top decile of the Bloomberg Peer Group at the end of the performance period. Unless there is a change in control, as defined in the PSAP, none of the awards will vest if the specified performance target is not met as of the last day of the performance period.  This arrangement is recorded as an equity award that requires us to recognize compensation expense totaling $0.6 million over a 33-month period that began on April 1, 2010, of which, $0.2 million has been recognized in 2010. The unrecognized compensation expense is expected to be recognized over an estimated amortization period of 24 months.

Nonvested restricted share awards as of December 31, 2010 and changes during the year were as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2009		749,488		$	45.52
Granted		241,250			77.96
Vested		(186,198	)		44.24
Forfeited		(14,050	)		45.30
Nonvested at December 31, 2010		790,490		$	55.73

Stock Options

The following table presents the change in outstanding stock options under the Plan and the Director Plan for the years ended December 31, 2010, and 2009.  All options outstanding at December 31, 2010 are fully vested.

	Shares			Range of Exercise Prices		Weighted Average Exercise Price		Weighted Average Remaining Life		Average Intrinsic Value - Per Share
Balance as of December 31, 2009		103,672		$	4.42 - 12.50	$	7.24		1.7	$	51.82
Options granted		-			-		-
Options exercised		(46,230	)		4.42 - 11.50		7.50
Options forfeited		(2,000	)		9.69		9.69
Balance as of December 31, 2010		55,442		$	4.42 - 12.50	$	6.93		1.0	$	82.12

The total intrinsic value of options exercised during 2010, 2009 and 2008 were $2.7 million, $1.7 million and $9.1 million, respectively. We have recognized a tax benefit from the exercise of the stock options of $1.4 million in 2008.

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For the years ended December 31, 2010, 2009 and 2008, stock-based compensation expense recognized in the income statement is as follows (in thousands):

	2010		2009		2008
Cost of sales and services	$	5,138	$	3,868	$	2,986
General and administrative		3,379		2,028		1,755
Total stock-based compensation expense	$	8,517	$	5,896	$	4,741

14. OTHER (INCOME) EXPENSE, NET

The components of other (income) expense, net, are as follows (in thousands):

	Year Ended December 31,
	2010			2009			2008
(Gain) loss on sale of assets	$	(176	)	$	90		$	(2,015	)
Equity in (income) of affiliates		(376	)		(92	)		(300	)
Foreign exchange (gain) loss		1,032			(331	)		6,555
Interest (income)		(249	)		(138	)		(848	)
Non-income tax (benefit) expense		-			(2,500	)		5,030
Rent and royalty (income)		(1,550	)		(1,358	)		(2,150	)
Other (gain) loss		(886	)		1,127			(692	)
Total other (income) expense net	$	(2,205	)	$	(3,202	)	$	5,580

In 2010, we sold our minority investment in a technology company acquired in 2001, resulting in a gain of $0.8 million.

In April, 2010, we recorded a Euro-denominated income tax receivable in The Netherlands.  Payment was received in June after the Euro fell 9% resulting in an FX loss of $1.4 million.   During 2009, most foreign currencies gained versus the USD as compared to 2008 when the USD strengthened significantly against most other currencies.  Virtually all of the foreign currency gains experienced in 2009 were offset by our foreign currency losses related to the devaluation of the VEB.

In 2008, we revised our estimate of a contingent liability associated with non-income related taxes, and as a result, a charge to income of $5.0 million was recorded in the Consolidated Statements of Operations to Other Expense (Income), net.  This contingent liability is included in Other Long-term Liabilities in the Consolidated Balance Sheet at December 31, 2008.  As a result of finalizing a settlement agreement for $2.5 million, we released the remaining $2.5 million during the second quarter of 2009.

In 2008, we recorded a gain of $1.1 million in connection with the sale of a small office building.

Foreign Currency Risk

We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We do not currently hold or issue forward exchange contracts or other derivative instruments for hedging or speculative purposes. (A foreign exchange contract is an agreement to exchange different currencies at a given date and at a specified rate.)  Foreign exchange gains and losses are the result of fluctuations in the USD against foreign currencies and are included in other (income) expense in the statements of operations.  We recognized foreign exchange losses in countries where the USD weakened against the local currency and we had net monetary liabilities denominated in the local currency; as well as countries where the USD strengthened against the local currency and we had net monetary assets denominated in the local currency.  We recognized foreign exchange gains in countries where the USD strengthened against the local currency and we had net monetary liabilities denominated in the local currency and in countries where the USD weakened against the local currency and we had net monetary assets denominated in the local currency.  Foreign exchange gains and losses are summarized in the following table (in thousands):

F-24

	Year Ended December 31,
(Gains) losses by currency	2010			2009			2008
Australian Dollar	$	(135	)	$	(438	)	$	654
British Pound		390			(106	)		654
Canadian Dollar		(711	)		(1,686	)		2,706
Euro		1,788			(81	)		(132	)
Russian Ruble		(6	)		421			688
Venezuelan Bolivar		(267	)		1,335			(2	)
Other currencies		(27	)		224			1,987
Total (gain) loss	$	1,032		$	(331	)	$	6,555

In Venezuela in mid-2010, several large commercial banks began operating the Translation System for Foreign Currency Denominated Securities (“SITME”) to replace the parallel market rate as the new freely traded rate.   Management determined that the appropriate rates to use for remeasuring the financial statements at December 31, 2009 and 2010 were the parallel market rate and the SITME rate, respectively.  Using the parallel market rate in 2009, we recognized a devaluation of our net monetary assets resulting in a foreign exchange loss of approximately $1.3 million in the fourth quarter. At December 31, 2010, our net monetary assets denominated in VEB in Venezuela were $0.8 million.  We continue our efforts to de-emphasize our operations and financial position in this country.

15. SEGMENT REPORTING

We operate our business in three reportable segments:  (1) Reservoir Description, (2) Production Enhancement and (3) Reservoir Management.  These business segments provide different services and utilize different technologies.

- Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.

- Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

- Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

Results for these business segments are presented below.  We use the same accounting policies to prepare our business segment results as are used to prepare our Consolidated Financial Statements.  We evaluate performance based on income or loss before income tax, interest and other non-operating income (expense). Summarized financial information concerning our segments is shown in the following table (in thousands):

	Reservoir Description		Production Enhancement		Reservoir Management		Corporate & Other (1)			Consolidated
DECEMBER 31, 2010
Revenues from unaffiliated clients	$	425,829	$	313,956	$	54,868	$	-		$	794,653
Inter-segment revenues		1,817		1,681		1,625		(5,123	)		-
Segment income (loss)		106,179		101,241		19,759		(253	)		226,926
Total assets		267,621		196,802		24,313		147,306			636,042
Capital expenditures		20,495		5,066		591		1,417			27,569
Depreciation and amortization		13,988		6,442		713		1,970			23,113
DECEMBER 31, 2009
Revenues from unaffiliated clients	$	414,934	$	230,652	$	49,953	$	-		$	695,539
Inter-segment revenues		1,076		1,424		1,866		(4,366	)		-
Segment income		106,421		65,076		14,620		665			186,782
Total assets		251,671		173,117		25,073		208,305			658,166
Capital expenditures		12,311		3,383		247		1,348			17,289
Depreciation and amortization		14,334		5,858		700		2,926			23,818

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DECEMBER 31, 2008
Revenues from unaffiliated clients	$	435,425	$	293,017	$	52,394	$	-		$	780,836
Inter-segment revenues		864		1,096		1,664		(3,624	)		-
Segment income (loss)		101,783		93,025		16,224		(3,977	)		207,055
Total assets		244,913		181,476		21,195		73,951			521,535
Capital expenditures		19,766		8,711		665		1,808			30,950
Depreciation and amortization		12,639		5,562		619		2,953			21,773
(1)"Corporate and other" represents those items that are not directly relating to a particular segment and eliminations.

We are a Netherlands company and we derive our revenues from services and product sales to clients primarily in the oil and gas industry. No single client accounted for 10% or more of revenues in any of the periods presented. The following is a summary of our U.S. and non-U.S. operations for 2010, 2009 and 2008 (in thousands):

GEOGRAPHIC INFORMATION	United States		Canada		Other Countries		Consolidated
DECEMBER 31, 2010
Revenues	$	406,823	$	72,296	$	315,534	$	794,653
Operating income		126,726		34,152		66,048		226,926
Total assets		341,070		69,260		225,712		636,042
DECEMBER 31, 2009
Revenues	$	339,235	$	54,888	$	301,416	$	695,539
Operating income		112,158		14,430		60,194		186,782
Total assets		326,223		45,344		286,599		658,166
DECEMBER 31, 2008
Revenues	$	391,519	$	80,449	$	308,868	$	780,836
Operating income		122,064		35,066		49,925		207,055
Total assets		237,240		46,221		238,074		521,535

Revenues are attributed to the country in which the revenue is earned. U.S. revenues derived from exports were approximately $49.7 million, $42.8 million and $48.0 million in 2010, 2009 and 2008, respectively.  Operating income and total assets associated with our corporate operations have been included in the results for the United States.

16. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Core Laboratories N.V. has fully and unconditionally guaranteed all of the Notes issued by Core Laboratories LP in 2006. Core Laboratories LP is a 100% indirectly owned affiliate of Core Laboratories N.V.

The following condensed consolidating financial information is included so that separate financial statements of Core Laboratories LP are not required to be filed with the U.S. Securities and Exchange Commission. The condensed consolidating financial statements present investments in both consolidated and unconsolidated affiliates using the equity method of accounting.

The following condensed consolidating financial information presents: condensed consolidating balance sheets as of December 31, 2010 and 2009, statements of income and the consolidating statements of cash flows for each of the three years in the period ended December 31, 2010 of (a) Core Laboratories N.V., parent/guarantor, (b) Core Laboratories LP, issuer of public debt securities guaranteed by Core Laboratories N.V. and (c) the non-guarantor subsidiaries, (d) consolidating adjustments necessary to consolidate Core Laboratories N.V. and its subsidiaries and (e) Core Laboratories N.V. on a consolidated basis.

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Condensed Consolidating Balance Sheets
(In thousands)	December 31, 2010
	Core Laboratories N.V. (Parent/ Guarantor)		Core Laboratories LP (Issuer)		Other Subsidiaries (Non- Guarantors)		Consolidating Adjustments			Consolidated Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	11,162	$	88,612	$	34,106	$	-		$	133,880
Accounts receivable, net		10		33,637		121,079		-			154,726
Inventories, net		-		4,127		29,852		-			33,979
Prepaid expenses and other current assets		5,641		9,437		11,657		-			26,735
		16,813		135,813		196,694		-			349,320
PROPERTY, PLANT AND EQUIPMENT, net		-		21,139		83,084		-			104,223
GOODWILL AND INTANGIBLES, net		46,986		15,838		100,053		-			162,877
INTERCOMPANY RECEIVABLES		21,749		164,945		242,754		(429,448	)		-
INVESTMENT IN AFFILIATES		553,693		-		1,567,416		(2,120,414	)		695
DEFERRED TAX ASSET		2,810		-		6,436		(9,246	)		-
OTHER ASSETS		3,209		13,099		2,619		-			18,927
TOTAL ASSETS	$	645,260	$	350,834	$	2,199,056	$	(2,559,108	)	$	636,042
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	336	$	5,144	$	39,230	$	-		$	44,710
Short-term debt		-		147,543		-		-			147,543
Other accrued expenses		2,291		29,250		55,559		-			87,100
		2,627		181,937		94,789		-			279,353
DEFERRED COMPENSATION		6,159		14,981		101		-			21,241
DEFERRED TAX LIABILITY		-		11,444		-		(9,246	)		2,198
INTERCOMPANY PAYABLES		333,651		-		95,797		(429,448	)		-
OTHER LONG-TERM LIABILITIES		13,332		1,099		17,615		-			32,046
Equity Component of Short-term Debt -Senior Exchangeable Notes		-		8,864		-		-			8,864
SHAREHOLDERS' EQUITY		289,491		132,509		1,987,905		(2,120,414	)		289,491
NON-CONTROLLING INTEREST		-		-		2,849		-			2,849
TOTAL EQUITY		289,491		132,509		1,990,754		(2,120,414	)		292,340
TOTAL LIABILITIES AND EQUITY	$	645,260	$	350,834	$	2,199,056	$	(2,559,108	)	$	636,042

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Condensed Consolidating Statements of Operations
(In thousands)	Year Ended December 31, 2010
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)		Other Subsidiaries (Non- Guarantors)		Consolidating Adjustments			Consolidated Total
REVENUES
Operating revenues	$	-		$	190,449	$	604,204	$	-		$	794,653
Intercompany revenues		1,343			28,077		156,081		(185,501	)		-
Earnings from consolidated affiliates		133,492			-		192,803		(326,295	)		-
Total revenues		134,835			218,526		953,088		(511,796	)		794,653
OPERATING EXPENSES
Operating costs		734			100,962		412,094		-			513,790
General and administrative expenses		7,315			25,700		14		-			33,029
Depreciation and amortization		-			6,298		16,815		-			23,113
Other (income) expense, net		(19,548	)		4,262		153,172		(140,091	)		(2,205	)
Operating income		146,334			81,304		370,993		(371,705	)		226,926
Loss on early extinguishment of debt		-			1,939		-		-			1,939
Interest expense		-			15,829		10		-			15,839
Income before income tax expense		146,334			63,536		370,983		(371,705	)		209,148
Income tax expense		1,417			23,113		39,217		-			63,747
Net income		144,917			40,423		331,766		(371,705	)		145,401
Net income attributable to non-controlling interest		-			-		484		-			484
Net income attributable to Core Laboratories N.V.	$	144,917		$	40,423	$	331,282	$	(371,705	)	$	144,917

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Condensed Consolidating Statements of Cash Flows
(In thousands)	Year Ended December 31, 2010
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)			Other Subsidiaries (Non- Guarantors)			Consolidating Adjustments		Consolidated Total
Net cash provided by operating activities	$	68,129		$	92,725		$	44,978		$	-	$	205,832
											-
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		-			(4,298	)		(23,271	)		-		(27,569	)
Patents and other intangibles		-			(3	)		(230	)		-		(233	)
Acquisitions, net of cash acquired		-			(9,000	)		-			-		(9,000	)
Non-controlling interest - contribution		-			-			156			-		156
Proceeds from sale of assets		-			14			655			-		669
Premiums on life insurance		-			(2,604	)		-			-		(2,604	)
Net cash used in investing activities		-			(15,891	)		(22,690	)		-		(38,581	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt borrowings		-			(82,251	)		-			-		(82,251	)
Stock options exercised		346			-			-			-		346
Repurchase of common shares		(92,487	)		-			-			-		(92,487	)
Debt financing costs		-			(1,019	)		-			-		(1,019	)
Dividends paid		(39,791	)		-			-			-		(39,791	)
Non-controlling interest - dividend		-			-			(181	)		-		(181	)
Excess tax benefit from stock-based payments		967			-			-			-		967
Net cash used in financing activities		(130,965	)		(83,270	)		(181	)		-		(214,416	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(62,836	)		(6,436	)		22,107			-		(47,165	)
CASH AND CASH EQUIVALENTS, beginning of period		73,998			95,048			11,999			-		181,045
CASH AND CASH EQUIVALENTS, end of period	$	11,162		$	88,612		$	34,106		$	-	$	133,880

F-29

Condensed Consolidating Balance Sheets
(In thousands)	December 31, 2009
	Core Laboratories N.V. (Parent/ Guarantor)		Core Laboratories LP (Issuer)		Other Subsidiaries (Non- Guarantors)		Consolidating Adjustments			Consolidated Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	73,998	$	95,048	$	11,999	$	-		$	181,045
Accounts receivable, net		1		29,452		104,305		-			133,758
Inventories, net		-		2,679		29,505		-			32,184
Prepaid expenses and other current assets		11,809		22,209		9,532		-			43,550
Total current assets		85,808		149,388		155,341		-			390,537
PROPERTY, PLANT AND EQUIPMENT, net		-		21,988		76,796		-			98,784
GOODWILL AND INTANGIBLES, net		46,986		7,949		100,185		-			155,120
INTERCOMPANY RECEIVABLES		37,681		216,670		232,802		(487,153	)		-
INVESTMENT IN AFFILIATES		540,724		-		1,387,715		(1,928,118	)		321
DEFERRED TAX ASSET		2,951		4,644		14,359		(21,954	)		-
OTHER ASSETS		2,828		8,770		1,806		-			13,404
TOTAL ASSETS	$	716,978	$	409,409	$	1,969,004	$	(2,437,225	)	$	658,166
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	501	$	6,404	$	26,104	$	-		$	33,009
Other accrued expenses		673		29,738		42,988		-			73,399
Total current liabilities		1,174		36,142		69,092		-			106,408
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS		-		209,112		-		-			209,112
DEFERRED COMPENSATION		6,046		10,094		726		-			16,866
DEFERRED TAX LIABILITY		-		29,646		-		(21,954	)		7,692
INTERCOMPANY PAYABLES		417,618		-		69,535		(487,153	)		-
OTHER LONG-TERM LIABILITIES		12,772		7,702		15,856		-			36,330
SHAREHOLDERS' EQUITY		279,368		116,713		1,811,405		(1,928,118	)		279,368
NON-CONTROLLING INTEREST		-		-		2,390		-			2,390
TOTAL EQUITY		279,368		116,713		1,813,795		(1,928,118	)		281,758
TOTAL LIABILITIES AND EQUITY	$	716,978	$	409,409	$	1,969,004	$	(2,437,225	)	$	658,166

F-30

Condensed Consolidating Statements of Operations
(In thousands)	Year Ended December 31, 2009
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)		Other Subsidiaries (Non- Guarantors)		Consolidating Adjustments			Consolidated Total
REVENUES
Operating revenues	$	-		$	166,295	$	529,244	$	-		$	695,539
Intercompany revenues		1,471			24,611		114,421		(140,503	)		-
Earnings from consolidated affiliates		104,578			-		246,011		(350,589	)		-
Total revenues		106,049			190,906		889,676		(491,092	)		695,539
OPERATING EXPENSES
Operating costs		1,603			90,950		365,216		-			457,769
General and administrative expenses		6,787			23,572		13		-			30,372
Depreciation and amortization		-			5,526		18,292		-			23,818
Other (income) expense, net		(17,491	)		4,394		137,207		(127,312	)		(3,202	)
Operating income		115,150			66,464		368,948		(363,780	)		186,782
Interest expense		7			15,481		35		-			15,523
Income before income tax expense		115,143			50,983		368,913		(363,780	)		171,259
Income tax expense		1,539			31,489		24,136		-			57,164
Net income		113,604			19,494		344,777		(363,780	)		114,095
Net income attributable to non-controlling interest		-			-		491		-			491
Net income attributable to Core Laboratories N.V.	$	113,604		$	19,494	$	344,286	$	(363,780	)	$	113,604

Condensed Consolidating Statements of Cash Flows
(In thousands)	Year Ended December 31, 2009
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)			Other Subsidiaries (Non- Guarantors)			Consolidating Adjustments		Consolidated Total
Net cash provided by operating activities	$	78,818		$	88,940		$	14,115		$	-	$	181,873
											-
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		-			(3,501	)		(13,788	)		-		(17,289	)
Patents and other intangibles		-			(20	)		(220	)		-		(240	)
Proceeds from sale of assets		-			197			387			-		584
Premiums on life insurance		-			(1,595	)		-			-		(1,595	)
Net cash used in investing activities		-			(4,919	)		(13,621	)		-		(18,540	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of note hedge claim		17,060			-			-			-		17,060
Non-controlling interest - dividend		-			-			(259	)		-		(259	)
Stock options exercised		408			-			-			-		408
Repurchase of common shares		(9,389	)		-			-			-		(9,389	)
Dividends paid		(26,416	)		-			-			-		(26,416	)
Excess tax benefit from stock-based payments		170			-			-			-		170
Net cash used in financing activities		(18,167	)		-			(259	)		-		(18,426	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		60,651			84,021			235			-		144,907
CASH AND CASH EQUIVALENTS, beginning of period		13,347			11,027			11,764			-		36,138
CASH AND CASH EQUIVALENTS, end of period	$	73,998		$	95,048		$	11,999		$	-	$	181,045

F-31

Condensed Consolidating Statements of Operations
(In thousands)	Year Ended December 31, 2008
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)			Other Subsidiaries (Non- Guarantors)		Consolidating Adjustments			Consolidated Total
REVENUES
Operating revenues	$	-		$	179,393		$	601,443	$	-		$	780,836
Intercompany revenues		1,569			21,540			146,708		(169,817	)		-
Earnings from consolidated affiliates		121,268			-			191,812		(313,080	)		-
		122,837			200,933			939,963		(482,897	)		780,836
OPERATING EXPENSES
Operating costs		1,310			100,793			412,679		-			514,782
General and administrative expenses		11,067			20,518			61		-			31,646
Depreciation and amortization		-			5,392			16,381		-			21,773
Other (income) expense, net		(26,223	)		(2,341	)		155,301		(121,157	)		5,580
Operating income		136,683			76,571			355,541		(361,740	)		207,055
(Gain) on early extinguishment of debt		-			(2,829	)		-		-			(2,829	)
Interest expense		1,319			20,239			52		-			21,610
Income before income tax expense		135,364			59,161			355,489		(361,740	)		188,274
Income tax expense		4,198			25,413			27,155		-			56,766
Net income		131,166			33,748			328,334		(361,740	)		131,508
Net income attributable to non-controlling interest		-			-			342		-			342
Net income attributable to Core Laboratories N.V.	$	131,166		$	33,748		$	327,992	$	(361,740	)	$	131,166

Condensed Consolidating Statements of Cash Flows
(In thousands)	Year Ended December 31, 2008
	Core Laboratories N.V. (Parent/ Guarantor)			Core Laboratories LP (Issuer)			Other Subsidiaries (Non- Guarantors)			Consolidating Adjustments		Consolidated Total
Net cash provided by operating activities	$	56,840		$	66,034		$	32,333		$	-	$	155,207
											-
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		-			(10,017	)		(20,933	)		-		(30,950	)
Patents and other intangibles		-			(48	)		(306	)		-		(354	)
Acquisitions, net of cash acquired		-			-			(11,536	)		-		(11,536	)
Non-controlling interest contribution		-			-			370			-		370
Proceeds from sale of assets		-			2,698			1,100			-		3,798
Premiums on life insurance		-			(2,436	)		-			-		(2,436	)
Net cash used in investing activities		-			(9,803	)		(31,305	)		-		(41,108	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt borrowings		(3,024	)		(58,022	)		-			-		(61,046	)
Proceeds from debt borrowings		-			5,000			-			-		5,000
Capital lease obligations		-			-			(351	)		-		(351	)
Stock options exercised		1,167			-			-			-		1,167
Repurchase of common shares		(31,740	)		-			-			-		(31,740	)
Dividends paid		(27,645	)		-			-			-		(27,645	)
Excess tax benefit from stock-based payments		11,037			-			-			-		11,037
Net cash used in financing activities		(50,205	)		(53,022	)		(351	)		-		(103,578	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		6,635			3,209			677			-		10,521
CASH AND CASH EQUIVALENTS, beginning of period		6,712			7,818			11,087			-		25,617
CASH AND CASH EQUIVALENTS, end of period	$	13,347		$	11,027		$	11,764		$	-	$	36,138

F-32

17. UNAUDITED SELECTED QUARTERLY RESULTS OF OPERATIONS

Summarized below is our unaudited quarterly financial data for the quarters ended December 31, 2010 and 2009 (in thousands, except per share data).

Quarter ended 2010	December 31		September 30		June 30		March 31
Services and product sales revenues	$	208,193	$	199,221	$	198,902	$	188,337
Cost of services and product sales		133,513		125,772		128,917		125,588
Other operating expenses		13,104		13,232		16,265		11,336
Operating income		61,576		60,217		53,720		51,413
Interest expense and loss on exchange of Notes		4,915		4,690		4,114		4,059
Income before income tax expense		56,661		55,527		49,606		47,354
Income tax expense		16,671		16,764		15,244		15,068
Net income		39,990		38,763		34,362		32,286
Net income attributable to non-controlling interest		48		209		146		81
Net income attributable to Core Laboratories N.V.	$	39,942	$	38,554	$	34,216	$	32,205
Per share information:
Basic earnings per share	$	0.89	$	0.86	$	0.77	$	0.72
Diluted earnings per share (1)	$	0.81	$	0.79	$	0.71	$	0.69
Weighted average common shares outstanding:
Basic		45,093		44,736		44,651		44,836
Diluted		49,195		48,955		47,957		46,820

Quarter ended 2009	December 31		September 30		June 30		March 31
Services and product sales revenues	$	181,599	$	167,802	$	167,262	$	178,876
Cost of services and product sales		120,565		112,175		108,997		116,032
Other operating expenses		16,758		11,428		6,577		16,225
Operating income		44,276		44,199		51,688		46,619
Interest expense		3,988		3,895		3,840		3,800
Income before income tax expense		40,288		40,304		47,848		42,819
Income tax expense		16,511		9,189		17,884		13,580
Net income		23,777		31,115		29,964		29,239
Net income attributable to non-controlling interest		160		127		157		47
Net income attributable to Core Laboratories N.V.	$	23,617	$	30,988	$	29,807	$	29,192
Per share information:
Basic earnings per share	$	0.51	$	0.67	$	0.65	$	0.64
Diluted earnings per share (1)	$	0.50	$	0.67	$	0.64	$	0.63
Weighted average common shares outstanding:
Basic		45,966		45,939		45,911		45,940
Diluted		47,354		46,499		46,357		46,420

(1) The sum of the individual quarterly diluted earnings per share amounts may not agree with the year-to-date diluted earnings per share amounts as each quarterly computation is based on the weighted average number of diluted common shares outstanding during that period.

F-33

CORE LABORATORIES N.V.

Schedule II - Valuation and Qualifying Account

(In thousands)

				Additions
		Balance at		Charged to/									Balance at
		Beginning		Recovered from									End of
		of Period		Expense			Write-offs			Other (1)			Period
Year ended December 31, 2010
	Reserve for doubtful accounts	$	3,202	$	1,444		$	(928	)	$	(322	)	$	3,396
Year ended December 31, 2009
	Reserve for doubtful accounts	$	3,535	$	545		$	(943	)	$	65		$	3,202
Year ended December 31, 2008
	Reserve for doubtful accounts	$	4,199	$	(233	)	$	(510	)	$	79		$	3,535
(1)	Comprised primarily of differences due to changes in exchange rate.

35

Exhibit 21.1

Subsidiaries of the Registrant

Name	Legal Seat	Ownership %
Core Laboratories Resources N.V.	Curacao, The Kingdom of the Netherlands	100%
Core Laboratories International Licensing N.V.	Curacao, The Kingdom of the Netherlands	100%
Core Laboratories International Trading N.V.	Curacao, The Kingdom of the Netherlands	100%
Core Laboratories (U.S.) Interests Holdings  Inc.	Delaware, United States	100%
Core Laboratories Holding Inc.	Delaware, United States	100%
Core Laboratories Middle East Services B.V.	Rotterdam, The Netherlands	100%
Core Laboratories LP	Delaware, United States	100%
Core Laboratories Canada Ltd.	Alberta, Canada	100%
PT Corelab Indonesia	Jakarta, Indonesia	70%
Core Laboratories SDN BHD	Kuala Lumpur, Malaysia	100%
Core Laboratories Australia PTY LTD	Perth, Australia	100%
Core Laboratories International B.V.	Amsterdam, The Netherlands	100%
Core Laboratories Sales N.V.	Curacao, The Kingdom of the Netherlands	100%
Core Laboratories (U.K.) Limited	London, United Kingdom	100%
Core Laboratories Coöperatief U.A.	Amsterdam, The Netherlands	100%
Corelab Nigeria Limited	Lagos, Nigeria	100%
Core Laboratories Venezuela S.A.	Caracas, Venezuela	100%
Core Laboratories Corporate Holding B.V.	Amsterdam, The Netherlands	100%
Corelab Brasil Ltda.	Rio de Janeiro, Brazil	100%
Abdullah Fuad Core Laboratory Company	Dammam, Saudi Arabia	51%
Core Laboratories Holdings LLC	Delaware, United States	100%
Core Laboratories LLC	Delaware, United States	100%
Saybolt International B.V.	Rotterdam, The Netherlands	100%
Saybolt Holding B.V.	Rotterdam, The Netherlands	100%
Saybolt Denmark A/S	Copenhagen, Denmark	100%
Saybolt van Duyn GmbH	Essen, Germany	100%
Saybolt España S.A.	Madrid, Spain	100%
Saybolt Estonia Ltd.	Tallinn, Estonia	100%
Saybolt Finland Oy	Hamina, Finland	100%
Saybolt Italia S.R.L.	Siracusa, Italy	100%
Saybolt Malta Ltd.	Kalafran, Malta	100%
Saybolt Greece, Ltd.	Athens, Greece	100%
Saybolt (Portugal) Inspeccao de Produtos Petroliferos, Limitada.	Lisbon, Portugal	100%
Saybolt South Africa PTY LTD	Cape Town, South Africa	73%
Saybolt Sweden AB	Gothenburg, Sweden	100%
Saybolt United Kingdom Limited	Purfleet, United Kingdom	100%
SP TOO Saybolt Kazakhstan	Aktau, Kazakhstan	100%
Saybolt de Mexico S.A. de C.V.	Coatzacoalcos, Mexico	100%
Saybolt LP	Delaware, United States	100%
Core Laboratories Panama, S.A.	Panama City, Panama	100%
E.W. Saybolt & Co. (Cayman) Ltd.	Georgetown, Grand Cayman	100%
Saybolt Analyt Holding B.V.	Rotterdam, The Netherlands	100%
ZAO Saybolt Eurasia	Moscow, Russian Federation	100%
Saybolt−Ukraine	Odessa, Ukraine	100%
Saybolt - Bulgaria Ltd.	Bourgas, Bulgaria	100%
UAB Saybolt-Baltija	Klaipeda, Lithuania	100%
Saybolt Latvia	Ventspils, Latvia	100%
Saybolt St. Eustatius	St. Eustatius, The Netherlands	100%
Saybolt Bahamas Ltd.	Freeport, Bahamas	100%
Saybolt de Costa Rica, S.A.	San Jose, Costa Rica	99%
Saybolt de Colombia Ltda.	Barranquilla, Colombia	95%
Saybolt Aruba N.V.	San Nicolas, Aruba	100%
Saybolt Bonaire N.V.	Bonaire, The Netherlands	100%
Saybolt Caribbean N.V.	San Nicolas, Aruba	100%

36

Name	Legal Seat	Ownership %
Saybolt Curacao N.V.	Curacao, The Kingdom of the Netherlands	100%
Saybolt Trinidad & Tobago Ltd.	Marabella, Trinidad	100%
Saybolt Eastern Hemisphere B.V.	Rotterdam, The Netherlands	100%
Saybolt Malaysia SDN BHD	Kuala Lumpur, Malaysia	49%
PT Citra Wosaji Indonesia	Jakarta, Indonesia	65%
Saybolt Nederland B.V.	Rotterdam, The Netherlands	100%
Beheersmaatschappij Hett Scheur BV	Rotterdam, The Netherlands	100%
Core Laboratories El Salvador S.A. de C.V.	San Salvador, El Salvador	100%
Saybolt Belgium N.V.	Antwerp, Belgium	100%
Saybolt (Tianjin) Meteorology & Inspection Co., Ltd.	Tianjin, China	100%
Core Lab Science and Technology (Beijing) Co Ltd.	Beijing, China	100%
Saybolt Latin America B.V.	Rotterdam, The Netherlands	100%
Core Laboratories Angola Limitada	Luanda, Angola	100%
Saybolt Inspection Services India Private Limited	Mumbai, India	100%
Saybolt Inspection Services Kazakhstan LLP	Aktau,  Kazakhstan	100%
Saybolt (Singapore) PTE LTD	Singapore, Singapore	100%
Core Laboratories (Hong Kong) Limited	Hong Kong, China	100%
Quantoil Ltd.	London, United Kingdom	100%
E.W. Saybolt & Co. S.A.	Panama City, Panama	100%
Saybolt Surveillance and Laboratory Services Joint Stock Corporation	Istanbul, Turkey	100%
Saybolt Inspection Romania S.R.L.	Constanta, Romania	100%
Owen Oil Tools LP	Delaware, United States	100%
Owen Oil Tools de Mexico, S.A. de C.V.	Tabasco, Mexico	100%
Owen Compliance Services, Inc.	Delaware, United States	100%
Owen de Mexico S.A. de C.V.	Mexico City, Mexico	100%
Owen Oil Tools (U.K.) Ltd.	Croydon, United Kingdom	100%
Owen Oil Tools de Argentina, S.A.	Buenos Aires, Argentina	100%
Core Laboratories LLP	Aktau, Kazakhstan	100%
ZAO Petroleum Analysts	Moscow, Russian Federation	100%
Tianjin Saybolt Bohai Inspection Co., Ltd.	Tianjin, China	65%
Saybolt Test OOO	Bashkortostan, Russian Federation	100%
Saybolt Armenia	Yerevan, Armenia	100%
Core Lab de Mexico, S.A. de C.V.	Mexico City, Mexico	100%
Core Lab Operations S.A. de C.V.	Mexico City, Mexico	100%
Core Lab Mexican Interest S.A. de C.V.	Mexico City, Mexico	100%
ProTechnics de Mexico, S.A. de C.V.	Mexico City, Mexico	100%
Core Lab Services S.A. de C.V.	Mexico City, Mexico	100%
Stim-Lab, Inc.	Oklahoma, United States	100%
Core Laboratories Global N.V.	Curacao, The Kingdom of the Netherlands	100%
CTC Pulsonic Nigeria Limited	Lagos, Nigeria	80%
Production Enhancement Corporation	Delaware, United States	100%
PENCOR International Ltd.	Jersey, Channel Islands	100%
Coreton Limited	Croydon, United Kingdom	100%
Labton Limited	London,  United Kingdom	100%
FE & FEFH Holdings, Inc.	Alberta, Canada	100%
Saybolt Tunisie SarL	Tunis, Tunisia	49%
Saybolt Med S.A.	Tunis, Tunisia	49%
Saybolt Saudi Arabia Co., Ltd.	Jubail, Saudi Arabia	45%
Core Laboratories Malta Holding Limited	Valletta, Malta	99%
Core Laboratories Malta Limited	Valletta, Malta	99%
Saybolt Maroc	Mohammedia, Morocco	49%
Shanghai SIC - Saybolt Commodities Surveying Co., Ltd.	Beijing, China	50%
Core Laboratories Asia Pacific SDN BHD	Kuala Lampur, Malaysia	100%
Saybolt Azerbaijan	Baku, Azerbaijan	100%
Hani LLC	Muscat, Oman	100%

37

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8(Nos. 333-73772 and 333-73774) and Form S-3 (No. 333-139506-01) of Core Laboratories N.V. of our report dated February 16, 2011 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K/A.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

April 21, 2011

38

EX-10.25

AMENDMENT TO

EMPLOYMENT AGREEMENT

(Restated as of December 31, 2007)

WHEREAS, Core Laboratories N.V. and Monty L. Davis have heretofore entered into that certain Employment Agreement (Restated as of December 31, 2007) (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein;

NOW, THEREFORE, the Agreement is amended hereby effective as of January 1, 2010 (the “Effective Date”), as follows:

1.Section 2.2 is amended by changing the stated percentage from 100% to 125% such that the section would now read as follows:

“Executive shall be eligible to receive an annual bonus of up to 125% of Executive’s annual base salary with the amount of such bonus to be determined by the Committee based upon criteria established from time to time by the Committee.”

2.As amended hereby, the Agreement is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 1st day of March, 2010, effective for all purposes as of the Effective Date.

CORE LABORATORIES N.V.

By Core Laboratories International B.V.,

its sole managing director

By:           /s/ Jan Willem Sodderland

Jan Willem Sodderland

Managing Director of Core Laboratories

International B.V.

/s/ Monty L. Davis

Monty L. Davis

EX-10.26

AMENDMENT TO

EMPLOYMENT AGREEMENT

(Restated as of December 31, 2007)

WHEREAS, Core Laboratories N.V. and David M. Demshur have heretofore entered into that certain Employment Agreement (Restated as of December 31, 2007) (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein;

NOW, THEREFORE, the Agreement is amended hereby effective as of January 1, 2010 (the “Effective Date”), as follows:

1.Section 2.2 is amended by changing the stated percentage from 150% to 175% such that the section would now read as follows:

“Executive shall be eligible to receive an annual bonus of up to 175% of Executive’s annual base salary with the amount of such bonus to be determined by the Committee based upon criteria established from time to time by the Committee.”

2.As amended hereby, the Agreement is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 1st day of March, 2010, effective for all purposes as of the Effective Date.

CORE LABORATORIES N.V.

By Core Laboratories International B.V.,

its sole managing director

By:           /s/ Jan Willem Sodderland

Jan Willem Sodderland

Managing Director of Core Laboratories

International B.V.

/s/ David M. Demshur

David M. Demshur

EX-10.27

AMENDMENT TO

EMPLOYMENT AGREEMENT

(Restated as of December 31, 2007)

WHEREAS, Core Laboratories N.V. and Richard L. Bergmark have heretofore entered into that certain Employment Agreement (Restated as of December 31, 2007) (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein;

NOW, THEREFORE, the Agreement is amended hereby effective as of January 1, 2010 (the “Effective Date”), as follows:

1.Section 2.2 is amended by changing the stated percentage from 100% to 125% such that the section would now read as follows:

“Executive shall be eligible to receive an annual bonus of up to 125% of Executive’s annual base salary with the amount of such bonus to be determined by the Committee based upon criteria established from time to time by the Committee.”

2.As amended hereby, the Agreement is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 1st day of March, 2010, effective for all purposes as of the Effective Date.

CORE LABORATORIES N.V.

By Core Laboratories International B.V.,

its sole managing director

By:           /s/ Jan Willem Sodderland

Jan Willem Sodderland

Managing Director of Core Laboratories

International B.V.

/s/ Richard L. Bergmark       

                                                                                                        Richard L. Bergmark

EX-10.28

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF DECEMBER 17, 2010

CORE LABORATORIES N.V.,

AND

CORE LABORATORIES LP,

AS BORROWERS,

BANK OF AMERICA, N.A.,

AS ADMINISTRATIVE AGENT,

SWING LINE LENDER AND L/C ISSUER,

AND

THE OTHER LENDERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

AS SOLE LEAD ARRANGER

AND SOLE BOOK MANAGER

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS  1

1.01 Defined Terms  1

1.02 Other Interpretive Provisions  26

1.03 Accounting Terms  27

1.04 Rounding  27

1.05 Exchange Rates; Currency Equivalents  27

1.06 Additional Alternative Currencies  28

1.07 Change of Currency  28

1.08 Times of Day  29

1.09 Letter of Credit Amounts  29

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS  29

2.01 Committed Loans  29

2.02 Borrowings, Conversions and Continuations of Committed Loans  30

2.03 Letters of Credit  31

2.04 Swing Line Loans  40

2.05 Prepayments  43

2.06 Termination or Reduction of Commitments  44

2.07 Repayment of Loans  44

2.08 Interest  44

2.09 Fees  46

2.10 Computation of Interest and Fees  46

2.11 Evidence of Debt  47

2.12 Payments Generally; Administrative Agent's Clawback  48

2.13 Sharing of Payments by Lenders  50

2.14 Increase in Commitments  50

2.15 Judgment Currency  51

2.16 Joint and Several Liability  52

2.17 Cash Collateral  52

2.18 Defaulting Lenders  54

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY  55

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TABLE OF CONTENTS

(continued)

Page

3.01 Taxes  55

3.02 Illegality  58

3.03 Inability to Determine Rates  59

3.04 Increased Costs  59

3.05 Compensation for Losses  61

3.06 Mitigation Obligations; Replacement of Lenders  62

3.07 Survival  62

ARTICLE IV. CONDITIONS PRECEDENT TO Credit Extensions  62

4.01 Conditions of Initial Credit Extension  62

4.02 Conditions to all Credit Extensions  64

ARTICLE V. REPRESENTATIONS AND WARRANTIES  65

5.01 Existence and Standing  65

5.02 Authorization and Validity  65

5.03 No Conflict; Government Consent  65

5.04 No Defaults or Violations of Law  66

5.05 Financial Statements  66

5.06 [Reserved]  66

5.07 Taxes  67

5.08 Litigation and Contingent Obligations  67

5.09 Subsidiaries  67

5.10 ERISA  67

5.11 Plan Assets  68

5.12 Accuracy of Information  68

5.13 Use of Proceeds  68

5.14 Regulation U  68

5.15 Material Agreements  68

5.16 Ownership of Properties  68

5.17 Patents and Intellectual Property  69

5.18 Environmental Matters  69

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TABLE OF CONTENTS

(continued)

Page

5.19 Investment Company Act  69

5.20 Labor Relations  69

5.21 Loan Parties as Percentage of Consolidated Entity  69

5.22 Taxpayer Identification Number; Other Identifying Information  69

5.23 Representations as to Foreign Obligors  70

ARTICLE VI. AFFIRMATIVE COVENANTS  71

6.01 Financial Reporting  71

6.02 Notices; Other Information  72

6.03 Payment of Obligations  74

6.04 Preservation of Existence, Etc  74

6.05 Maintenance of Properties  75

6.06 Maintenance of Insurance  75

6.07 Compliance with Laws  75

6.08 Books and Records  75

6.09 Inspection Rights  76

6.10 Use of Proceeds  76

6.11 Foreign Approvals and Authorizations  76

6.12 Additional Guarantees  76

6.13 Further Assurances in General  76

ARTICLE VII. NEGATIVE COVENANTS  76

7.01 Liens  76

7.02 [RESERVED]  78

7.03 Indebtedness  78

7.04 Fundamental Changes  79

7.05 Restricted Disbursements and Acquisitions  80

7.06 Swap Contracts  81

7.07 Change in Nature of Business  82

7.08 Transactions with Affiliates  82

7.09 Capital Expenditures  82

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TABLE OF CONTENTS

(continued)

Page

7.10 Use of Proceeds  82

7.11 Restrictions on Subsidiaries  82

7.12 Fiscal Year  82

7.13 Financial Covenants  83

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES  83

8.01 Events of Default  83

8.02 Remedies Upon Event of Default  85

8.03 Application of Funds  86

ARTICLE IX. ADMINISTRATIVE AGENT  86

9.01 Appointment and Authority  86

9.02 Rights as a Lender  87

9.03 Exculpatory Provisions  87

9.04 Reliance by Administrative Agent  88

9.05 Delegation of Duties  88

9.06 Resignation of Administrative Agent  88

9.07 Non-Reliance on Administrative Agent and Other Lenders  89

9.08 No Other Duties, Etc  89

9.09 Administrative Agent May File Proofs of Claim  90

9.10 Guaranty Matters  90

ARTICLE X. MISCELLANEOUS  90

10.01 Amendments, Etc  90

10.02 Notices; Effectiveness; Electronic Communication  92

10.03 No Waiver; Cumulative Remedies  94

10.04 Expenses; Indemnity; Damage Waiver  94

10.05 Payments Set Aside  96

10.06 Successors and Assigns  96

10.07 Treatment of Certain Information; Confidentiality  101

10.08 Right of Setoff  101

10.09 Interest Rate Limitation  102

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TABLE OF CONTENTS

(continued)

Page

10.10 Counterparts; Integration; Effectiveness  103

10.11 Survival of Representations and Warranties  103

10.12 Severability  103

10.13 Replacement of Lenders  104

10.14 Governing Law; Jurisdiction; Etc  104

10.15 Waiver of Jury Trial  105

10.16 No Advisory or Fiduciary Responsibility  106

10.17 USA PATRIOT Act Notice  106

10.18 Judgment Currency  106

10.19 Entire Agreement  107

10.20 Amendment and Restatement  107

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TABLE OF CONTENTS

(continued)

SCHEDULES

1.01           Mandatory Cost Formulae

2.01           Commitments and Applicable Percentages

5.08           Litigation

5.09           Subsidiaries

5.22           Identification Numbers for Borrowers

7.01           Existing Liens

7.03           Existing Indebtedness

7.06           Existing Swap Contracts

10.02           Administrative Agent's Office; Certain Addresses for Notices

10.06           Processing and Recordation Fees

EXHIBITS

A           Form of Committed Loan Notice

B           Form of Swing Line Loan Notice

C           Form of Note

D           Form of Compliance Certificate

E           Form of Assignment and Assumption

F           Form of Parent Guaranty

G           Form of Subsidiary Guaranty

H-1           Form of U.S. Opinion

H-2           Form of Dutch Opinion

H-3           Form of Curaçao Opinion

H-4           Form of Canadian Opinion

H-5           Form of UK Opinion

I           Subordination Agreement

J           Contribution and Indemnity Agreement

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FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of December 17, 2010,among CORE LABORATORIES N.V., a Netherlands limited liability company, (the "Parent"), and CORE LABORATORIES LP, a Delaware limited partnership (the "US Borrower" and, together with the Parent, the "Borrowers" and, each a "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

WHEREAS, the Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto have heretofore entered into that certain Fourth Amended and Restated Credit Agreement dated as of January 22, 2008, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement dated as of June 26, 2008 (as so amended, the "Fourth Amended and Restated Credit Agreement"), providing for commitments from such lenders to make revolving loans for the benefit of the Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS, the Borrowers desire to amend and restate the Fourth Amended and Restated Credit Agreement in order to restructure, refinance and rearrange all indebtedness (other than indebtedness with respect to any Existing Letters of Credit) evidenced by and outstanding under the Fourth Amended and Restated Credit Agreement (such indebtedness the "Prior Indebtedness"), and to modify the commitments thereunder, pursuant to which the Lenders will make Loans to the Borrowers and Letters of Credit will be issued by the L/C Issuer under the several responsibilities of the Lenders for the account of the Borrowers from time to time prior to the Maturity Date; and

WHEREAS, the Lenders and the L/C Issuer are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV), to amend and restate the Fourth Amended and Restated Credit Agreement in order to restructure, refinance and rearrange all Prior Indebtedness and to modify the commitments and make such Loans to the Borrowers and issue and participate in Letters of Credit for the account of the Borrowers.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Fourth Amended and Restated Credit Agreement is amended and restated in its entirety as follows:

ARTICLE I.                                

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquisition" means any transaction, or any series of related transactions, with a value in excess of $1,000,000 in cash or other Property (other than stock or other equity interests) of either Borrower or any of its respective Subsidiaries, consummated on or after the date of this Agreement, by which a Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, partnership, corporation or limited liability

company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors, members or managers (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

"Administrative Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

"Administrative Agent's Office" means, with respect to any currency, the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Parent and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement.

"Agreement Accounting Principles" means generally accepted accounting principles, whether US GAAP or the International Financial Reporting Standards or other similar set of standards, each as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.05.

"Alternative Currency" means Euro and each other currency (other than Dollars) that is approved in accordance with Section 1.06.

"Alternative Currency Equivalent" means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

"Alternative Currency Sublimit" means an amount equal to the lesser of the Aggregate Commitments and $25,000,000.  The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Applicable Percentage" means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender's Commitment at such time, subject to adjustment as provided in Section 2.18.  If the

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commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

"Applicable Rate" means the following percentages per annum, based upon the ratio of Consolidated Net Indebtedness to Consolidated EBITDA as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(c):

Applicable Rate
Pricing Level	Consolidated Net Indebtedness/ Consolidated EBITDA	Commitment Fee	Eurocurrency Rate + Letters of Credit	Base Rate +
1	≥ 2.0x	50.0 bps	250.0 bps	150.0 bps
2	< 2.0x but ≥ 1.0x	50.0 bps	212.5 bps	112.5 bps
3	< 1.0x	37.5 bps	175.0 bps	75.0 bps

Any increase or decrease in the Applicable Rate resulting from a change in the ratio of Consolidated Net Indebtedness to Consolidated EBITDA shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.

"Applicable Time" means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

"Approved Fund" means any Fund that is administered or managed by (a) a Lender, or (b) an Affiliate of a Lender.

"Arranger" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole book manager.

"Assignee Group" means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

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"Attributable Indebtedness" means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with Agreement Accounting Principles, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with Agreement Accounting Principles if such lease were accounted for as a Capitalized Lease.

"Audited Financial Statements" means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2009 and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.

"Availability Period" means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate" means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate", and (c) the Eurocurrency Rate plus 1.00%.  The "prime rate" is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

"Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

"Base Rate Loan" means a Loan that bears interest based on the Base Rate.  All Base Rate Loans shall be denominated in Dollars.

"Borrower" and "Borrowers" each has the meaning specified in the introductory paragraph hereto.

"Borrower Materials" means materials and/or information provided by or on behalf of the Borrowers in connection with this Agreement to be posted on the Platform.

"Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state

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where the Administrative Agent's Office with respect to Obligations denominated in Dollars is located and:

(a)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c)if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d)if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

"Capital Expenditures" means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of a Borrower and its Subsidiaries prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable).  "Cash Collateral" shall

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have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Equivalent Investment" means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts maintained in the ordinary course of business; (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000, (v) repurchase agreements with respect to any of the foregoing with any commercial bank of the type referred to in clause (iv) above, and (vi) any mutual funds comprising investments referred to in clauses (i), (ii) and/or (iv) above; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency (other than the passage of time) regarding the payment of principal or interest.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that for purposes of this Agreement and to the extent permitted by applicable laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith are deemed to have gone into effect and been adopted after the date of this Agreement.

"Change of Control" means an event or series of events by which:

(a)any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an "option right")), directly or indirectly, of thirty percent (30%) or more of the equity securities of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)fifty percent (50%) or more of the members of the board of directors or other appropriate body of the Parent on any date shall not have been (a) members of the board of directors or other appropriate body of the Parent on the date 12 months prior to such date or (b) approved (by recommendation, nomination, election or otherwise) by Persons who constitute at least a majority of the members of the board of directors or other appropriate body of the Parent as constituted on the date 12 months prior to such date;

(c)any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon

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consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Parent, or control over the equity securities of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing thirty percent (30%) or more of the combined voting power of such securities;

(d)all or substantially all of the assets of the Parent are sold in a single transaction or series or related transactions to any Person;

(e)the Parent merges or consolidates with or into any other Person, with the effect that immediately after such transaction the stockholders of the Parent immediately prior to such transaction hold less than a majority of the total voting power entitled to vote in the election of directors, managers or trustees of the Person surviving such transaction; or

(f)the Parent shall cease to own or control, directly or indirectly, one-hundred percent (100%) of the equity securities of the US Borrower.

"Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

"Commitment" means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

"Committed Borrowing" means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

"Committed Loan" has the meaning specified in Section 2.01.

"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

"Compliance Certificate" means a certificate substantially in the form of Exhibit D.

"Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Borrowers and their Subsidiaries calculated on a consolidated basis for such period.

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"Consolidated EBITDA" means Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization and (v) extraordinary non-cash losses incurred other than in the ordinary course of business, minus, to the extent included in Consolidated Net Income, extraordinary non-cash gains realized other than in the ordinary course of business, all calculated for the Parent and its Subsidiaries on a consolidated basis.

"Consolidated Interest Expense" means, with reference to any period, the interest expense of the Borrowers and their Subsidiaries calculated on a consolidated basis for such period.

"Consolidated Liquidity"  means, with reference to any period, an amount equal to (a) any Unrestricted Cash of the Borrowers and their Subsidiaries as calculated on a consolidated basis for such period and (b) the Aggregate Commitments of the Lenders minus the outstanding principal amount of all Loans and any issued and outstanding Letters of Credit; provided that the Borrowers are otherwise permitted to borrow such amount pursuant to the terms and conditions of this Agreement at the time such amount is calculated.

"Consolidated Net Income" means, with reference to any period, the net income (or loss) of the Borrowers and their Subsidiaries calculated on a consolidated basis for such period.

"Consolidated Net Indebtedness" means at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

"Consolidated Net Worth" means at any time the consolidated stockholders', partners', members' or other equity of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

"Consolidated Total Indebtedness" means, at any time the total Indebtedness of the Borrowers and their Subsidiaries (excluding liabilities under Swap Contracts) calculated on a consolidated basis as of such time.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Contribution and Indemnity Agreement" means the Contribution and Indemnity Agreement made among the Parent, the US Borrower and the other Guarantors under the Agreement, substantially in the form of Exhibit J.

"Control" means the ownership of ten percent (10%) or more of any class of voting securities (or other ownership interests) of the controlled person, or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  "Controlling" and "Controlled" have meanings correlative thereto.

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"Convertible Notes"  means the $300,000,000 of "0.25% Senior Exchangeable Notes due 2011" (as described in the Indenture) issued by the US Borrower pursuant to and subject to the terms and conditions of the Indenture.

"Credit Extension" means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

"Debtor Relief Laws" means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

"Default Rate" means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

"Defaulting Lender" means, subject to Section 2.18(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans within two Business Days of the date required to be funded by it hereunder, (b) has notified a Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within two Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

"Dollar" and "$" mean lawful money of the United States.

"Dollar Equivalent" means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or

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the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

"Domestic Subsidiary" means any Subsidiary that is organized under the laws of any political subdivision of the United States.

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi)  (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

"Eligible Share Repurchase" is defined in Section 7.05(c).

"EMU" means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

"EMU Legislation" means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of either or both of the Borrowers, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

"ERISA" means the Employee Retirement Income Security Act of 1974.

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"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Parent, the US Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent, the US Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the Pension Benefit Guarantee Corporation (PBGC) of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate.

"Euro" and "EUR" mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

"Eurocurrency Base Rate" has the meaning specified in the definition of Eurocurrency Rate.

"Eurocurrency Rate" means:

(a)for any Interest Period with respect to a Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurocurrency Rate  =	Eurocurrency Base Rate
	1.00 – Eurocurrency Reserve Percentage

Where,

"Eurocurrency Base Rate" means, for such Interest Period, the rate per annum equal to (i) the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery

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on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; and

"Eurocurrency Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities").  The Eurocurrency Rate for each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.

"Eurocurrency Rate Loan" means a Committed Loan that bears interest at a rate based on the Eurocurrency Rate.  Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency.  All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

"Event of Default" has the meaning specified in Section 8.01.

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Borrower is located and (c) except as provided in the following sentence, in the case of a Foreign Lender (other than an assignee pursuant to a request by the Parent under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or

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designates a new Lending Office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding tax pursuant to Section 3.01(a).

"Existing Letters of Credit" means each Letter of Credit existing on or prior to the date hereof and issued by Bank of America as an L/C Issuer pursuant to the Fourth Amended and Restated Credit Agreement.

"Facility Increase" is defined in Section 2.14.

"FASB ASC" means the Accounting Standards Codification of the Financial Accounting Standards Board.

"Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

"Fee Letter" means the letter agreement, dated November 15, 2010, among the Parent, the Administrative Agent and the Arranger.

"Foreign Lender" means, with respect to any Borrower, any Lender that is organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Foreign Obligor" means any Loan Party that is organized in a foreign jurisdiction.

"Fourth Amended and Restated Credit Agreement" has the meaning specified in the recitals to this Agreement.

"FRB" means the Board of Governors of the Federal Reserve System of the United States.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender's Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender's Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such

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Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

"Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

"General Partner" means the general partner of the US Borrower.

"Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guarantee" means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term "Guarantee" as a verb has a corresponding meaning.

"Guaranties" means the Parent Guaranty and the Subsidiary Guaranties.

"Guarantor" means each of the Guarantors in its individual capacity.

"Guarantors" means collectively, (i) the Parent  (together with its successors and assigns); (ii) the US Borrower (together with its successors and assigns); (iii) Core Laboratories Sales N.V., a Curaçao limited liability company (together with its successors and assigns); (iv) Core Laboratories Canada Ltd., a Canadian corporation (together with its successors and assigns); (v) Core Laboratories (U.K.) Limited, a company organized under the laws of England and

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Wales (together with its successors and assigns); (vi) Saybolt LP, a Delaware limited partnership (together with its successors and assigns); (vii) Owen Oil Tools LP, a Delaware limited partnership (together with its  successors and assigns); and (viii) any other Subsidiary added as a guarantor pursuant to Section 6.12.

"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Highest Lawful Rate" means, as to any Lender, at the particular time in question, the maximum nonusurious rate of interest which, under applicable law, such Lender is then permitted to charge a Borrower on the Loans made to such Borrower or the other obligations of such Borrower hereunder, and as to any other Person, at the particular time in question, the maximum nonusurious rate of interest which, under applicable law, such Person is then permitted to charge with respect to the obligation in question.  If the maximum rate of interest which, under applicable law, the Lenders are permitted to charge a Borrower on the Loans made to such Borrower or the other obligations of such Borrower hereunder shall change after the Closing Date, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, as of the effective time of such change without notice to the Borrowers or any other Person.

"Increase Effective Date" is defined in Section 2.14(d).

"Indebtedness" of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person's business), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property, including any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (vi) Attributable Indebtedness, (vii) any other obligation for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (viii) any liability under a Sale Leaseback Transaction entered into by such Person or any Synthetic Lease Obligations, (ix) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (ix) Operating Leases, (x) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money), (xi) liabilities in respect of Swap Contracts, (xii) guaranties by such Person including, without limitation, any Guaranty hereunder to the extent required pursuant to the definition thereof, and (xiii) any Indebtedness of another Person secured by a Lien on any asset of such first Person, whether or not such Indebtedness is assumed by such first Person; provided that if such Indebtedness is non-recourse, then the

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amount of such Indebtedness shall, for the purposes hereof, be the fair market value of the property securing such Indebtedness.  For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of any Capitalized Lease Obligations or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitees" has the meaning specified in Section 10.04(b).

"Indenture" means that certain Indenture, dated as of November 6, 2006 among the US Borrower, the Parent and Wells Fargo Bank, National Association as Trustee.

"Information" has the meaning specified in Section 10.07.

"Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

"Interest Period" means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Parent in its Committed Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

"Internal Control Event" means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Parent's internal controls over financial reporting, in each case as described in the Securities Laws.

"IRS" means the United States Internal Revenue Service.

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"ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998" published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

"Issuer Documents" means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Parent (or any Subsidiary) or in favor the L/C Issuer and relating to such Letter of Credit.

"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

"L/C Advance" means, with respect to each Lender, such Lender's funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.  All L/C Advances shall be denominated in Dollars.

"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.  All L/C Borrowings shall be denominated in Dollars.

"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

"L/C Issuer" means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

"L/C Obligations" means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.

"Lender" has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

"Lending Office" means, as to any Lender, the office or offices of such Lender described as such in such Lender's Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Parent and the Administrative Agent.

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"Letter of Credit" means any letter of credit issued hereunder and shall include the Existing Letters of Credit.  Letters of Credit may be issued in Dollars or in an Alternative Currency.

"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

"Letter of Credit Expiration Date" means the day that is seven (7) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

"Letter of Credit Fee" has the meaning specified in Section 2.03(h).

"Letter of Credit Sublimit" means an amount equal to $25,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan" means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

"Loan Documents" means this Agreement, each Note, each Issuer Document, the Fee Letter, the Guaranties, the Subordination Agreement, the Contribution and Indemnity Agreement and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.18(b).

"Loan Parties" means, collectively, the Parent, the US Borrower, each of the Guarantors (including any Subsidiary added as a Guarantor after the Closing Date pursuant to Section 6.12) and in the case of either Borrower or any Guarantor that is a partnership, any general partner of such partnership.

"Mandatory Cost" means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01.

"Material Adverse Effect" means a material adverse effect on (i) the business, Property, financial condition, results of operations, or prospects of the Parent and its Subsidiaries taken as a whole, (ii) the ability of a Loan Party to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents as against the Loan Parties party thereto.

"Material Indebtedness" means Indebtedness in an outstanding principal amount of $5,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars).

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"Material Indebtedness Agreement" means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

"Material Subsidiary" means each Guarantor and any Subsidiary with total revenue or total assets of five percent (5%) or greater of the consolidated total revenue or total assets, as the case may be, of the Parent and its Subsidiaries as reflected in the most recent financial statements required under Sections 6.01(a) and 6.01(b).

"Maturity Date" means December 20, 2015, provided, however, that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

"Note" means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender to such Borrower, substantially in the form of Exhibit C.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

"Operating Lease" of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

"Operating Lease Obligations" means, as at any date of determination, the amount obtained by aggregating the present values, determined in the case of each particular Operating Lease by applying a discount rate (which discount rate shall equal the discount rate which would be applied under Agreement Accounting Principles if such Operating Lease were a Capitalized Lease) from the date on which each fixed lease payment is due under such Operating Lease to such date of determination, of all fixed lease payments due under all Operating Leases of the Borrowers and their Subsidiaries.

"Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or other equivalent

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or comparable constitutive documents with respect to any limited liability company organized in a non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

"Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

"Outstanding Amount" means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Parent of Unreimbursed Amounts.

"Overnight Rate" means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

"Parent" has the meaning specified in the introductory paragraph hereto.

"Parent Guaranty" means the Parent Guaranty made by the Parent in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

"Participant" has the meaning specified in Section 10.06(d).

"Participating Member State" means each state so described in any EMU Legislation.

"PBGC" means the Pension Benefit Guaranty Corporation.

"PCAOB" means the Public Company Accounting Oversight Board.

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"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Parent or any ERISA Affiliate or to which the Parent or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

"Permitted Intercompany Transactions" means a series of related transactions pursuant to which Indebtedness and/or Equity Interests of certain Subsidiaries are transferred (whether by means of a sale, contribution, or otherwise) from a Subsidiary to a Loan Party either directly or indirectly by means of intermediate transfer(s) through one or more Subsidiaries; provided that any such transaction involving any such indirect transfer is completed within thirty (30) days of the commencement date of any such transfer process.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Parent or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

"Platform" means IntraLinks or another similar electronic system on which Borrower Materials are posted or otherwise provided to the Lenders.

"Prior Indebtedness" has the meaning specified in the recitals to this Agreement.

"Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

"Register" has the meaning specified in Section 10.06(c).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's Affiliates.

"Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

"Required Lenders" means, as of any date of determination, Lenders in the aggregate having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.01, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender's risk participation and funded

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participation in L/C Obligations and Swing Line Loans being deemed "held" by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

"Responsible Officer" means the chief executive officer, president, chief financial officer, chief operating officer, treasurer, assistant treasurer, secretary, assistant secretary or controller of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

"Restricted Disbursement" means, as to any Person, any of the following (other than Eligible Share Repurchases): (i) loan or advance to or investment in any other Person, or any commitment to make such a loan, advance or investment in any other Person; (ii) acquisition by such Person of or investments by such Person in the debt of or equity of, and any capital contribution (including capital contributions by transfer of assets or services) by such Person to, another Person; (iii) purchase, redemption or exchange of any shares of any class of capital stock of such Person or any options, rights or warrants to purchase any such stock or setting aside funds for any such purpose; (iv) declaration or payment of any dividends on shares of any class of capital stock of such Person (other than dividends payable in capital stock, or rights to acquire capital stock, of such Person); and (v) distribution to a sinking fund or other payment or distribution made to or for the benefit of any holders of the capital stock of such Person with respect to such capital stock (other than distributions payable in capital stock, or rights to acquire capital stock of such Person) or setting aside funds for any such purpose.

"Revaluation Date" means (a) with respect to any Loan, each of the following:  (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following:  (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

"Sale and Leaseback Transaction" means any sale or other transfer of property by any Person with the intent to lease such property as lessee that would be rendered as a Capitalized Lease under Agreement Accounting Principles.

"Same Day Funds" means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an

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Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

"Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

"Spot Rate" for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; providedthat the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

"Subordination Agreement" means the Intercompany Subordination Agreement made by the Parent for the benefit of the Administrative Agent, substantially in the form of Exhibit I.

"Subordinated Indebtedness" of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent in its sole discretion; provided that if the Administrative Agent or an Affiliate of the Administrative Agent is the agent or arranger of, or lead underwriter for, any such Indebtedness, the Administrative Agent shall act at the direction of the Required Lenders.

"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which more than fifty percent (50%) of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Parent.

"Subsidiary Guarantors" means, collectively, the US Borrower (together with its successors and assigns); Core Laboratories Sales N.V., a Curaçao limited liability company (together with its successors and assigns); Core Laboratories Canada Ltd., a Canadian corporation (together with its successors and assigns); Core Laboratories (U.K.) Limited, a company organized under the laws of England and Wales (together with its successors and assigns);  Saybolt LP, a Delaware limited partnership (together with its successors and assigns); Owen Oil Tools LP, a Delaware limited partnership (together with its successors and assigns);

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and any other Subsidiary that becomes a Guarantor pursuant to Section 6.12 after the Closing Date.

"Subsidiary Guaranty" means the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit G.

"Substantial Portion" means, with respect to the Property of the Borrowers and their Subsidiaries, Property which represents more than ten percent (10%) of the consolidated assets the Parent and its Subsidiaries or Property which is responsible for more than ten percent (10%) of the consolidated net sales of the Parent and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of the Parent and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made (or if financial statements have not been delivered hereunder for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to that month).

"Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.  For the avoidance of doubt, a Warrant shall not constitute a "Swap Contract".

"Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

"Swing Line" means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to Section 2.04.

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"Swing Line Lender" means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

"Swing Line Loan" has the meaning specified in Section 2.04(a).

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

"Swing Line Sublimit" means an amount equal to the lesser of (a) $15,000,000 and (b) the Aggregate Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

"TARGET Day" means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Total Outstandings" means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

"Type" means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

"Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"United States" and "U.S." mean the United States of America.

"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

"Unrestricted Cash" means, with respect to each fiscal quarter, cash in an amount equal the amount of available cash of the Borrowers and their Subsidiaries as set forth in the balance sheet for such fiscal quarter that is not identified as "restricted" on such balance sheet and is not otherwise characterized as restricted under Agreement Accounting Principles.

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"Warrants" means the warrants issued by the Parent in connection with that transaction between the Parent and Lehman Brothers OTC Derivatives Inc., represented by Lehman Brothers Inc. ("Lehman"), evidenced by the confirmation dated as of October 31, 2006, as amended by that certain letter agreement dated as of November 15, 2006, and subsequently assigned by Lehman to an affiliate of Citigroup, Inc.

"Wholly Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly Owned Subsidiaries of such Person, or by such Person and one or more Wholly Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization one hundred percent (100%) of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."  The word "will" shall be construed to have the same meaning and effect as the word "shall."  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof" and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."

(c)Each reference to the word "Borrowers" shall mean each Borrower and both Borrowers collectively, unless the context dictates otherwise.

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(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms.  (a)  Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, Agreement Accounting Principles applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)Changes in Agreement Accounting Principles.  If at any time any change in Agreement Accounting Principles would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Agreement Accounting Principles (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with Agreement Accounting Principles prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Agreement Accounting Principles.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

1.04Rounding.  Any financial ratios required to be maintained by the Parent and its consolidated Subsidiaries pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Exchange Rates; Currency Equivalents.(a)  The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

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(b)Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.06Additional Alternative Currencies.  (a)  The Parent may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of "Alternative Currency;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b)Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion).  In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof.  Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency.  If the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Parent and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Parent.

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1.07Change of Currency.  (a)  Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.08Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.09Letter of Credit Amounts.Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II.                                

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Committed Loans.Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Committed Loan") to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's

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Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.  Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

2.02Borrowings, Conversions and Continuations of Committed Loans.

(a)Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon a Borrower's irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans.  Each telephonic notice by the Parent pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent.  Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided, that a Base Rate Committed Loan may be in a principal amount equal to the unused Aggregate Commitment.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Parent or the US Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed.  If the applicable Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars.  If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month.  Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.  If the Parent requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such

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Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Parent, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection.  In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent's Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Parent or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Parent; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Parent, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.

(c)Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d)The Administrative Agent shall promptly notify the Parent and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Parent and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed Loans.

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2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrowers or their respective Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers or their respective Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)The L/C Issuer shall not issue any Letter of Credit, if the expiry date of such requested Letter of Credit would occur more than twenty-four (24) months after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii)The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or

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expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C)except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;

(D)except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E)the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; or

(F)any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer's actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)Procedures for Issuance and Amendment of Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed

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by a Responsible Officer of the applicable Borrower requesting the Letter of Credit.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least one Business Day (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.  Additionally, the Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrowers (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender's Applicable Percentage times the amount of such Letter of Credit.

(iii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

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(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in an Alternative Currency, the Borrowers shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrowers shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrowers will reimburse the L/C Issuer in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrowers of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an "Honor Date"), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.  If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the "Unreimbursed Amount"), and the amount of such Lender's Applicable Percentage thereof.  In such event, the Parent shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent's Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to

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have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender's Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)Each Lender's obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrowers, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such

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payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent or invalid or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate, provided that such draft or certificate is in form and substance substantially in accordance with the terms and requirements of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

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(v)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Parent or any Subsidiary or in the relevant currency markets generally; or

(vi)any other defense available to, or a discharge of, the Parent or any Subsidiary.

The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowers' instructions or other irregularity, the Borrowers will immediately notify the L/C Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer.  Each Lender and each Borrower agrees that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers' pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for

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(h)Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.

(i)Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrowers shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.  In addition, the Borrowers shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l)Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer hereunder for any and

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all drawings under such Letter of Credit.  The Borrowers each hereby acknowledge that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers' business derives substantial benefits from the businesses of such Subsidiaries.

2.04Swing Line Loans.

(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shallmake loans in Dollars (each such loan, a "Swing Line Loan") to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and provided, further, that (y) the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if any Lender is at the time a Defaulting Lender, unless the Swing Line Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swing Line Lender (in its sole discretion) with the Borrowers or such Lender to eliminate the Swing Line Lender's actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Swing Line Loan then proposed to be made or any other Swing Line Loans as to which the Swing Line Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Applicable Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the irrevocable notice of a Borrower to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if

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not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of each of the Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender's Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent's Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender's payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon

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for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Lender's obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans.  Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

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(f)Payments Directly to Swing Line Lender.  The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05Prepayments.  (a)  Each Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment.  The payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)The Borrowers may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date and amount of such prepayment.  The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c)If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(i), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.  The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral,

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request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

(d)If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

2.06Termination or Reduction of Commitments.  The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.  The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage.  All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07Repayment of Loans.  (a)  Each Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to such Borrower outstanding on such date.

(b)The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date that is ten (10) Business Days after receipt of a notice from the Swing Line Lender demanding repayment of such Loan and (ii) the Maturity Date.

2.08Interest.  (a)  Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal

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amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans.

(b)(i)           If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)If any amount (other than principal of any Loan) payable by either or both Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)In the event that any financial statements delivered pursuant to this Agreement, or any certificate delivered pursuant to Section 6.01(c), is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin and/or a higher Commitment Fee on the Outstanding Amount of the Committed Loans for any period (an "Applicable Period") than the Applicable Margin or Commitment Fee on such Outstanding Amount of the Committed Loans, as applicable, applied for such Applicable Period, then (i) the Parent shall immediately deliver to the Administrative Agent a correct certificate in the form of the certificate described in Section 6.01(c), (ii) the Applicable Margin and the Commitment Fee on the Outstanding Amount of the Committed Loans shall be determined as if Level 1 (as provided in the definition of Applicable Margin) were applicable for such Applicable Period, and (iii) the Borrowers shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin and Commitment Fee on the Outstanding Amount of the Committed Loans for such Applicable Period, which payment shall be promptly applied by the Administrative Agent pursuant to the terms of this Agreement.  This Section 2.08(d) shall not limit the rights of the Administrative Agent and the other Loan Parties with respect to Section 2.08(b) or Article VIII.

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2.09Fees.  In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a)Commitment Fee.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.18; provided that, for the avoidance of doubt, any outstanding Swing Line Loans shall not be counted as Outstanding Amounts of Committed Loans.  The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.  The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees.  (i)  The Parent shall pay to the Arranger and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Parent shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees.

(a)All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America's "prime rate" shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)If, as a result of any restatement of or other adjustment to the financial statements of a Borrower or for any other reason, either Borrower or the Lenders determine that (i) the ratio of Consolidated Net Indebtedness to Consolidated EBITDA as calculated by the Parent as of any

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applicable date was inaccurate and (ii) a proper calculation of such ratio would have resulted in higher pricing for such period, such Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to either Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.  If, as a result of any restatement of or other adjustment to the financial statements of a Borrower or for any other reason, either Borrower or the Lenders determine that (i) the ratio of Consolidated Net Indebtedness to Consolidated EBITDA as calculated by the Parent as of any applicable date was inaccurate and (ii) a proper calculation of such ratio would have resulted in lower pricing for such period, the amount of any overpayment of interest and fees actually made shall, upon delivery of an officer's certificate to the Administrative Agent by the Parent, demonstrating the amount of such overpayment, be applied as a credit to all subsequent payments due from any Loan Party under any Loan Document to the applicable Lenders, ratably among such Lenders, until the amount of such overpayment is eliminated.  This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.07(b) or under Article VIII.  The Borrowers' obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11Evidence of Debt.  (a)  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender to either or both Borrowers made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender's Loans to such Borrower in addition to such accounts or records.  Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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2.12Payments Generally; Administrative Agent's Clawback.  (a)  General.  All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States.  If, for any reason, either or both Borrowers are prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office.  All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by either or both Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)           Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender's share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing,

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and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans.  If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender's Committed Loan included in such Committed Borrowing.  Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or either Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to either Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any

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Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13Sharing of Payments by Lenders.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender's receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

2.14Increase in Commitments.

(a)Request for Increase.  Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Parent may from time to time, request an increase in the Aggregate Commitments to an amount not exceeding $200,000,000 (the "Facility Increase"), cumulative of all outstanding Credit Extensions.  At the time of sending such notice, the Parent (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

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(b)Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees in its sole and absolute discretion to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.  No Lender shall be obligated to comment to all or any portion of a Facility Increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(c)Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Parent and each Lender of the Lenders' responses to each request made hereunder.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approvals shall not be unreasonably withheld), the Parent may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

(d)Increase Effective Date and Allocations.  If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Parent shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase.  The Administrative Agent shall promptly notify the Parent and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e)Effect of Facility Increase. An approved Facility Increase shall increase only the Dollar amount of the facility with respect to Committed Loans, and the limitations set forth in Article II regarding the Alternative Currency Sublimit, the Swing Line Sublimit and the Letter of Credit Sublimit will not be increased by any approved Facility Increase.

(f)Conditions to Effectiveness of Increase.  As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Parent, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists.  The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

(g)Conflicting Provisions.  This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15Judgment Currency.  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrowers hereunder in the currency expressed to be

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payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main office on the Business Day preceding that on which final, non-appealable, judgment is given.  The obligations of the Borrowers in respect of any sum due to any Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, the Borrowers agree, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 10.06(d), such Lender, the L/C Issuer or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrowers.

2.16Joint and Several Liability.  Each Borrower has determined that it is in the best interest and in pursuance of its legitimate business purposes to induce the Lenders to extend credit to the Borrowers pursuant to this Agreement.  Each Borrower acknowledges and represents that its business is integrally related to the business of the other Borrower, that the availability of the Commitments to each of the Borrowers benefits each Borrower individually and as a group.  Accordingly, each Borrower shall be jointly and severally liable (as a principal and not as a surety, guarantor or other accommodation party) for each and every representation, warranty, covenant and obligation to be performed by the Borrowers under this Agreement, the Notes and the other Loan Documents, and each Borrower acknowledges that in extending the credit provided herein the Administrative Agent and the Lenders are relying upon the fact that the obligations of each Borrower hereunder are the joint and several obligations of a principal.  The invalidity, unenforceability or illegality of this Agreement, the Notes or any other Loan Document as to one Borrower or the release by the Administrative Agent or the Lenders of a Borrower hereunder or thereunder shall not affect the Obligations of the other Borrower under this Agreement, the Notes or the other Loan Documents, all of which shall otherwise remain valid and legally binding obligations of the other Borrower.

2.17Cash Collateral.

(a)Certain Credit Support Events.  Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C

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Obligations.  At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(i)In addition, if the Administrative Agent notifies either Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b)Grant of Security Interest.  All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked deposit accounts at Bank of America, which deposit accounts shall be interest-bearing, in the case of any Cash Collateral provided by a Borrower, and non-interest bearing, in the case of Cash Collateral provided by a Lender.  The Borrowers, and to the extent provided by any Lender, such Lender, hereby grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c).  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the applicable Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c)Application.Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03, 2.04, 2.05, 2.18 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent's good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.17 may

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be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.18Defaulting Lenders.  (a) Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments.  That Defaulting Lender's right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii)Reallocation of Payments.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as a Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and a Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender's breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender

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or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.  That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender)and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.04(i).

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure.  During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the "Applicable Percentage" of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

(b)Defaulting Lender Cure.If the Borrowers, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.18(a)(iv) with respect to that Lender), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender.

ARTICLE III.                                

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of the respective Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other

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Taxes, provided that if the applicable Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrowers.  Each Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that a Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or

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prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii)duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(iv)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers to determine the withholding or deduction required to be made.

Without limiting the obligations of the Lenders set forth above regarding delivery of certain forms and documents to establish each Lender's status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Borrowers, as the Administrative Agent or the Borrowers shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender's entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender's status for withholding tax purposes in such other jurisdiction.  Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such  claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that either or both Borrowers make any deduction or withholding for taxes from amounts payable to such Lender.  Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

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(f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by either or both of the Borrowers or with respect to which any Borrower has paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

3.02Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal

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for such Lender to determine or charge interest rates based upon the Eurocurrency Rate.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

3.04Increased Costs.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;

(ii)subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer);

(iii)result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of

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England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or

(iv)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender's or the L/C Issuer's holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's or the L/C Issuer's capital or on the capital of such Lender's or the L/C Issuer's holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender's or the L/C Issuer's right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such

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Lender's or the L/C Issuer's intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)Additional Reserve Requirements.  The Borrowers shall pay to each Lender, as long as any such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least ten (10) days' prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender.  If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional costs shall be due and payable thirty (30) days from receipt of such notice.

3.05Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by either Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the applicable Borrower;

(c)any failure by either Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d)any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by either of the Borrowers pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Base Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a

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comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Parent may replace such Lender in accordance with Section 10.13.

3.07Survival.  All of the Borrowers' obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV.                                

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i)executed counterparts of this Agreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowers;

(ii)Notes executed by the Borrowers in favor of each Lender requesting Notes;

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible

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Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and the other Loan Parties is validly existing, and to the extent applicable, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v)a favorable opinion of (i) Andrews Kurth LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1, (ii) NautaDutilh, Dutch and Curaçao counsel to the Loan Parties, addressed to the Administrative Agent and each Lender that is a Lender on the date hereof, as to the matters set forth in Exhibits H-2 and H-3 respectively, (iii) McLeod Dixon LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the matters set forth in Exhibit H-4, and (iv) Speechly Brocham LLP, UK counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the matters set forth in Exhibit H-5, and in each case such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;

(vi)a certificate of a Responsible Officer of each Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii)a certificate signed by a Responsible Officer of the Parent certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(viii)a duly executed and delivered copy of the Subordination Agreement reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Loan Parties to the Obligations substantially in the form of Exhibit G;

(ix)a duly executed and delivered copy of the Contribution and Indemnity Agreement among the Guarantors apportioning the rights and obligations of each Guarantor substantially in the form of Exhibit H; and

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(x)such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.

(b)Any fees required to be paid on or before the Closing Date shall have been paid.

(c)Unless waived by the Administrative Agent, the Parent shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Parent and the Administrative Agent).

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof.

(c)The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to

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be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.                                

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01Existence and Standing.  Each of Borrowers and their respective Subsidiaries is a corporation, limited partnership, limited liability company or other Person duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the Laws of its jurisdiction of incorporation or organization, and has all requisite authority to conduct its business and is duly qualified or licensed to transact business as a foreign corporation, limited partnership, limited liability company or other Person and in good standing under the laws of each jurisdiction in which the conduct of its operations or the ownership or leasing of its Properties requires such qualification or licensing, except where failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

5.02Authorization and Validity.  Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder.  The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

5.03No Conflict; Government Consent.  Neither the execution and delivery by each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or any of its respective Subsidiaries or (b) such Loan Party's or any Subsidiary's articles or certificate of incorporation, partnership agreement, limited liability company agreement certificate of partnership, articles or certificate of organization, bylaws, or operating, management agreement or other constitutive documents, as the case may be, or (c) the provisions of any indenture, instrument or agreement to which such Loan Party or any of its respective Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party or any of its respective Subsidiaries pursuant to the

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terms of any such indenture, instrument or agreement, except, in the case of clauses (a) through (c), to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.  No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party or any of its respective Subsidiaries, is required to be obtained by such Loan Party or any of its respective Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by such Loan Party of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents, except, in each case, to the extent that the failure to obtain such order, consent, adjudication, approval, license, authorization, validation, exemption or other action or to make such filing, recording or registration could not reasonably be expected to have a Material Adverse Effect.

5.04No Defaults or Violations of Law. No Default or Event of Default has occurred and is continuing. No default (or event or circumstance occurred which, but for the passage of time or the giving of notice, or both, would constitute a default) has occurred and is continuing with respect to any note, indenture, loan agreement, mortgage, lease, deed or other agreement to which any Borrower or its respective Subsidiaries is a party or by which any of them or their Properties is bound, except for such defaults that could not reasonably be expected to have a Material Adverse Effect.  Neither the Parent nor any of its Subsidiaries is in violation of any applicable requirement of Law except for such violations that could not reasonably be expected to have a Material Adverse Effect.

5.05Financial Statements.

(a)The Audited Financial Statements heretofore delivered to the Lenders were prepared in accordance with Agreement Accounting Principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Parent and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

(b)The unaudited consolidated balance sheets of the Parent and its Subsidiaries dated September 30, 2010, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with Agreement Accounting Principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)To the best knowledge of the Parent, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could

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reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a consolidated basis.

5.06[Reserved]

5.07Taxes.  Each Borrower has filed, and has caused each Material Subsidiary to file,  all federal, state and local tax returns and other reports and all other tax returns required to be filed, whether in the United States or in any foreign jurisdiction, that such Borrower and each such Material Subsidiary is required by law to file and have paid all taxes and other similar charges that are due and payable pursuant to such returns and reports, except (a) to the extent any of the same are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and with respect to which adequate reserves have been set aside on the books of such Person in accordance with Agreement Accounting Principles, or (b) to the extent the failure to file such tax returns or to pay such taxes or other similar charges could not reasonably be expected to have a Material Adverse Effect.

5.08Litigation and Contingent Obligations.  Except as set forth on Schedule 5.08, there is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their Officers, threatened in writing against either Borrower or any Material Subsidiary which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions.  Other than any liability incident to any litigation, arbitration or proceeding which (a) could not reasonably be expected to have a Material Adverse Effect or (b) is set forth on Schedule 5.08, the Borrowers and their Subsidiaries have no Material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.05.

5.09Subsidiaries.  Schedule 5.09 contains an accurate list of all the Material Subsidiaries of the Borrowers as of the date of this Agreement, and Schedule 5.09 sets forth the respective jurisdictions of organization of such Material Subsidiaries and the percentage of their respective capital stock or other ownership interests owned by the Borrowers and their other Subsidiaries.

5.10ERISA.

(a)The US Borrower and each ERISA Affiliate have operated and administered each Pension Plan and other Plan in compliance with all applicable laws, except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the US Borrower nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA); and no event, transaction or condition has occurred or exists or is threatened that could reasonably be expected to result in the incurrence of any such liability by the US Borrower or any ERISA Affiliate, or in the imposition of any Lien on any of the Properties of the US Borrower or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to

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Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as could not be reasonably expected to have a Material Adverse Effect.

(b)The present value of the aggregate benefit liabilities under each Pension Plan subject to Title IV of ERISA, determined as of the end of such Pension Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Pension Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Pension Plan allocable to such benefit liabilities by an amount that is material.  The term "benefit liabilities" has the meaning specified in Section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in Section 3 of ERISA.

(c)The US Borrower and its ERISA Affiliates do not currently have any liability or obligation with respect to any material liabilities (and are not subject to material contingent withdrawal liabilities) under Section 4201, 4204 or 4243 of ERISA with respect to any Multiemployer Plan.

(d)The expected post-retirement benefit obligation (determined as of the last day of the US Borrower's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the US Borrower and its ERISA Affiliates is not material.

5.11Plan Assets.  Neither Borrower is an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code).  Each Borrower is an "operating company" as defined in 29 C.F.R. 2510-101 (c).

5.12Accuracy of Information.  No information, exhibit or report furnished by the Parent or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of the Loan Documents contained any material misstatement of fact or, when such statement is considered with all other written statements furnished to the Administrative Agent or the Lenders in that connection, omitted to state a material fact or any fact necessary to make the statements contained therein not misleading, provided that financial information furnished to the Administrative Agent or to any Lender in that connection with respect to the Parent's and each of its Subsidiaries' projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Parent and such Subsidiaries to be reasonable in all material respects at the time made.

5.13Use of Proceeds.  Each Borrower's uses of the proceeds of the Loans made to it, and of the Letters of Credit are, and will continue to be, legal and proper corporate uses, and such uses do not violate and are otherwise consistent with the terms of the Loan Documents, including, without limitation, Section 6.10, and all requirements of Law (including Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System).

5.14Regulation U.  Margin stock (as defined in Regulation U) constitutes less than twenty-five percent (25%) of the value of those assets of the Borrowers and their Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

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5.15Material Agreements.  Neither the Parent nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect.

5.16Ownership of Properties.  Except as set forth on Schedule 7.01 or 7.03, on the date of this Agreement, each Borrower and its respective Subsidiaries will have good title, free of all Liens other than those permitted by Section 7.01, to all of the Property and assets reflected in such Borrower's most recent consolidated financial statements provided to the Administrative Agent as owned by such Borrower and its Subsidiaries, except to the extent that the failure to have such good title (free of all Liens other than those permitted by Section 7.01) could not reasonably be expected to have a Material Adverse Effect.

5.17Patents and Intellectual Property.  Each Borrower and its Subsidiaries have obtained all material patents, trademarks, service marks, trade names, copyrights, licenses and other rights, that are necessary for the operation of their businesses taken as a whole as presently conducted, except to the extent that the failure to obtain such patents, trademarks, service marks, trade names, copyrights, licenses or other rights could not reasonably be expected to have a Material Adverse Effect.

5.18Environmental Matters.  Neither Borrower nor any Subsidiary is in violation of any Environmental Law to the extent that such violation could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

5.19Investment Company Act.  Neither Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

5.20Labor Relations.  Neither Borrower nor any of its respective Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against any Borrower or any of its Subsidiaries or threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against any Borrower or any of its Subsidiaries or, to the best of either Borrower's knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against any Borrower or any of its Subsidiaries or, to such Borrower's knowledge, threatened in writing against any Borrower or any of its Subsidiaries and (iii) no union representation petition existing with respect to the employees of any Borrower or any of its Subsidiaries and no union organizing activities are taking place, except with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate, such as could not reasonably be expected to have a Material Adverse Effect.

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5.21Loan Parties as Percentage of Consolidated Entity.  As of the Closing Date, the Loan Parties have at least sixty percent (60%) of the total assets and total revenues of the Parent and its Subsidiaries on a consolidated basis.

5.22Taxpayer Identification Number; Other Identifying Information.  The true and correct U.S. taxpayer identification number of the US Borrower is set forth on Schedule 10.02.  The true and correct unique identification number of the Parent as the same has been issued by its jurisdiction of organization and the name of such jurisdiction are set forth on Schedule 5.22.

5.23Representations as to Foreign Obligors.  The Parent hereby represents and warrants to the Administrative Agent and the Lenders that:

(a)The Parent and each other Foreign Obligor, if any, is subject to certain civil and commercial Laws applicable to it in its country of organization with respect to its obligations under this Agreement the other Loan Documents to which it is a party (collectively as to each Foreign Obligor, the "Applicable Foreign Obligor Documents"), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts.  Neither the Parent nor any other Foreign Obligor, nor any of its respective Property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which the Parent or any other Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.

(b)The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which the Parent and each other Foreign Obligor, if any, is organized and existing for the enforcement thereof against the Parent or any other Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents.  It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which the Parent or any other Foreign Obligor, is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid.

(c)There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which the Parent or any other Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.

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(d)The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by the Parent and each other Foreign Obligor, if any, are, under applicable foreign exchange control regulations of the jurisdiction in which the Parent and each other Foreign Obligor, if any, is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

ARTICLE VI.                                

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01 and 6.02) cause each of their respective Subsidiaries to:

6.01Financial Reporting.  The Parent will maintain, for itself and its Subsidiaries, on a consolidated basis, a system of accounting established and administered in accordance with Agreement Accounting Principles, and furnish to the Administrative Agent:

(a)Within ninety (90) days (or such longer period, up to an additional thirty (30) days, for which an extension is permitted by the SEC) after the close of each of its applicable fiscal years:

(i)an audit report of the Parent and its Subsidiaries, prepared on a consolidated basis, that (1) is certified by an independent certified public accounting firm of national recognized standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the financial position of the companies being reported on), (2) shall state that such audit report presents fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows, (3) shall state that such audit report has been prepared in conformity with Agreement Accounting Principles, and that the examination of such auditors in connection with such audit report has been made in accordance with the standards of the PCAOB, and (4) provides a reasonable basis for each such opinion in the circumstances; provided that if the Administrative Agent, or the Administrative Agent acting at the direction of the Required Lenders, determines that such a reasonable basis has not been provided, the Administrative Agent shall provide the Borrowers with written notice of such determination which notice shall include the basis for such determination within thirty (30) days of receipt of such audit report, provided, further, that the Borrowers' shall have thirty (30) days following the delivery of any such notice from the Administrative Agent to cure any such defects; and

(ii)with respect only to the Borrowers, financial statements prepared on a consolidating basis for themselves, including balance sheets as of the end of such period, related statements of profit and loss, and a statement of cash flows.

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(b)Within forty-five (45) days (or such longer period, up to an additional fifteen (15) days, for which an extension is permitted by the SEC) after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and, with respect only to the Borrowers, consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer or treasurer.

(c)Together with the financial statements required under Sections 6.01(a) and (b), a compliance certificate in substantially the form of Exhibit D signed by its chief financial officer or treasurer showing in reasonable detail the calculations necessary to determine compliance with the financial covenants set forth in Section 7.13 and stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof.

(d)Promptly, if the Parent shall dispute any formal report or "management letter" submitted to the Parent by its independent accountants in connection with any annual, interim or special audit made by it of the books of the Parent, a notice of such dispute setting forth in reasonable detail the nature of and reasons for such dispute and attaching a copy of such report or "management letter".

6.02Notices; Other Information.  Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders the following:

(a)promptly after the Borrowers and/or the Subsidiaries become aware thereof, written notice of the occurrence of any Default or Event of Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect.

(b)as soon as possible and in any event within ten (10) days after a Borrower knows that any ERISA Event has occurred with respect to any Pension Plan (to the extent that such ERISA Event could reasonably be expected to have a Material Adverse Effect) a statement, signed by the chief financial officer or treasurer of such Borrower, describing said ERISA Event and the action which such Borrower proposes to take with respect thereto.

(c)as soon as reasonably possible and in any event within ten (10) Business Days after a Borrower or any of its respective Subsidiaries becomes aware thereof, written notice from a Responsible Officer of such Borrower of (a) any violation of, noncompliance with, or remedial obligations under, any Environmental Laws that could reasonably be expected to have a Material Adverse Effect, (b) any release or threatened release affecting any Property owned, leased or operated by a Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, (c) the amendment or revocation of any permit, authorization, registration, approval or similar right that could reasonably be expected to have a Material Adverse Effect or (d) changes to any requirements of Environmental Laws that could reasonably be expected to have a Material Adverse Effect.

(d)promptly upon the furnishing thereof to the shareholders of the Parent, copies of all financial statements, reports and proxy statements so furnished.

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(e)as soon as reasonably possible and in any event within ten (10) Business Days after a Borrower or any of its Subsidiaries becomes aware thereof, written notice from a Responsible Officer of such Borrower of (a) the institution of any action, suit, proceeding, governmental investigation or arbitration by any Governmental Authority or other Person against or affecting such Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect and that has not been previously disclosed in writing to the Administrative Agent and the Lenders pursuant to this Section 6.02 or (b) any development in any action, suit, proceeding, governmental investigation or arbitration previously disclosed to the Administrative Agent and the Lenders pursuant to this Section 6.02, to the extent that such development could reasonably be expected to have a Material Adverse Effect.

(f)promptly, and in any event within ten (10) Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that a Borrower or an ERISA Affiliate proposes to take with respect thereto:  (a) with respect to any Pension Plan, any ERISA Event (to the extent that such ERISA Event could reasonably be expected to have a Material Adverse Effect), for which notice thereof has not been waived pursuant to applicable regulations as in effect on the date hereof; or (b) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by a Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, in each case, to the extent that the taking of such steps by the PBGC, or any such threat by PBGC to institute such proceedings, or either Borrower's or such ERISA Affiliates' receipt of such a notice, could reasonably be expected to have a Material Adverse Effect; or (c) any event, transaction or condition that could result in the incurrence of any material liability by a Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of material rights, properties or assets of a Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions; or (d) the inability or failure of a Borrower or any ERISA Affiliate to make timely any payment or contribution to or with respect to any Pension Plan, Multiemployer Plan or any other Plan, if such failure, either separately or together with all other such failures, could reasonably be expected to be material; or (e) any event with respect to any Pension Plan, Multiemployer Plan and/or any other Plan, individually or in the aggregate, that could reasonably be expected to result in a material liability.

(g)within sixty (60) days of the end of each fiscal quarter ending March 31st, June 30th and September 30th and within one hundred twenty (120) days of the fiscal quarter ending December 31st, a schedule by each material actively operating legal entity listing no less than seventy-five percent (75%) of the combined aggregate total assets and total revenues of the Parent and its Subsidiaries.

(h)such other information (including non financial information) as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may

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be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the applicable Borrower posts such documents, or provides a link thereto on such Borrower's website on the internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on such Borrower's behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) such Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) such Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by a Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, "Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders (each, a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities.  Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," a Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Side Information;" and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Side Information."

6.03Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted with adequate reserves in accordance with Agreement Accounting Principles being maintained by the Parent, the US Borrower or such Subsidiary or the failure to pay such taxes or file such tax returns could not reasonably be expected to have a Material Adverse Effect; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property with a value in excess of $5,000,000; and (c) all

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Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.04Preservation of Existence, Etc.  (a)  The Borrowers will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except, in each case, to the extent that the failure to perform such actions could not reasonably be expected to have a Material Adverse Effect.

(b)The Borrowers will each preserve and maintain, and will cause each of its respective Subsidiaries to preserve and maintain, its existence, rights, franchises and privileges in the jurisdiction of its incorporation or organization, and qualify and remain qualified, and cause each of its respective Subsidiaries to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is material to the business and operations of such Person or the ownership or leasing of the Properties of such Person except to the extent, in each case (a) that a Subsidiary merges or consolidates in compliance with Section 7.04 or otherwise ceases to be a Subsidiary of either Borrower if such cessation is permitted under this Agreement or (b) that except as provided in the foregoing clause (a), the failure to perform such actions could not reasonably be expected to have a Material Adverse Effect.

6.05Maintenance of Properties.  Each Borrower will, and will cause each of its respective Subsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except, in each case, where failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.06Maintenance of Insurance.  Each Borrower will, and will cause each Material Subsidiary and each other Loan Party to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrowers will furnish to any Lender upon request full information as to the insurance carried.

6.07Compliance with Laws.  Each Borrower will, and will cause each of its respective Subsidiaries to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.  Without limitation of the foregoing, each Borrower shall, and shall cause each of its respective Subsidiaries to, comply with all requirements of Environmental Laws, operate Properties and conduct its business in accordance with good environmental practices, and handle, treat, store and dispose of hazardous materials or solid waste in accordance with such practices, except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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6.08Books and Records.  Maintain proper and adequate books of record and account, in conformity with Agreement Accounting Principles consistently applied shall be made of all financial transactions and matters involving the assets and business of each of the Borrowers or their respective Subsidiaries, as the case may be.

6.09Inspection Rights.  Upon at least one (1) Business Day advance notice, each Borrower will, and will cause each Material Subsidiary to, permit the Administrative Agent, the L/C Issuer and the Lenders, by their respective representatives and agents, to inspect, during regular business hours, any of the Property, books and financial records of such Borrower and each Material Subsidiary, to examine and make copies of the books of accounts and other financial records of such Borrower and each Material Subsidiary, and to discuss the affairs, finances and accounts of such Borrower and each Material Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent, the L/C Issuer or any Lender may designate, it being understood that all such information shall be subject to the provisions of Section 10.07 hereof and shall not be used in any way that could violate applicable law, including, without limitation, any applicable securities laws.

6.10Use of Proceeds.  Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document.

6.11Foreign Approvals and Authorizations.  Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which the Parent and any other Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

6.12Additional Guarantees.  If at the end of any fiscal quarter the Borrowers and all of the Subsidiaries that are Guarantors at such time do not have total revenue and total assets equal to both sixty percent (60%) of the consolidated total revenue and the total assets, respectively, of the Parent and all of its Subsidiaries on a consolidated basis, as shown by the schedules and reports required under Section 6.02(g), the Borrowers upon the request of the Required Lenders will promptly (and in any event within thirty (30) days) cause Subsidiaries of the Parent to execute and deliver Guaranties of such Subsidiaries as the Required Lenders may reasonably request to attain each of said sixty percent (60%) levels and will cause such Persons to become Guarantors, all with appropriate supporting documentation as referenced above.

6.13Further Assurances in General.  Upon the reasonable written request of the Administrative Agent or the Required Lenders, each Borrower at its expense shall, and shall cause each of its Subsidiaries to, promptly execute and deliver all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of such Borrower or any of its Subsidiaries in the Loan Documents.

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ARTICLE VII.                                

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, neither Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to this Agreement or any other Loan Document;

(b)Liens securing Indebtedness permitted pursuant to Section 7.03 of up to $15,000,000 in the aggregate at any one time outstanding.

(c)statutory Liens for taxes or other assessments that are not yet delinquent (or that, if delinquent, are being contested in good faith by appropriate proceedings and for which the Borrowers or their Subsidiaries have set aside on their books adequate reserves in accordance with Agreement Accounting Principles consistently applied);

(d)Liens imposed by law which were incurred in the ordinary course of business, such as carrier's, warehousemen's and mechanics' liens, statutory landlord's liens and other similar liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of such Property or materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such Lien or procuring the release of the Property subject to such lien from arrest or detention;

(e)Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation and Liens resulting from the operation of law to the extent that any such judgment or order imposing such a Lien does not otherwise constitute a Default;

(f)Liens on any Property which do not secure Indebtedness and do not in the aggregate materially detract from the value of such Property or materially impair the use thereof in the operation of the business of any Borrower or its Subsidiaries (including, without limitation, stock repurchased in accordance with Section 7.05(c));

(g)Liens existing on the Closing Date and listed on Schedule 7.01, and any subsequent extensions or renewals thereof;

(h)Liens on cash and Cash Equivalent Investments in an aggregate amount not to exceed $500,000 to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations;

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(i)Liens securing any purchase money Indebtedness or Capitalized Leases allowed under Section 7.03(g) on the property or assets acquired in connection with the incurrence of such purchase money Indebtedness;

(j)Liens on Property of the Person acquired as contemplated under Section 7.03(j) to secure Indebtedness permitted by Section 7.03(j);

(k)Liens upon any Property hereafter acquired by the Parent or any of its Subsidiaries to secure Indebtedness in existence on the date of such acquisition (but not incurred or created in connection with such acquisition), which indebtedness is assumed by such Person simultaneously with such acquisition, which Liens extend only to the Property so acquired and which is otherwise non-recourse to the Parent and its Subsidiaries;

(l)Liens arising solely by virtue of any statutory or common law provision, including without limitation any such Liens arising under the statutory or common law of the U.S., the Netherlands or Curaçao, relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution.

7.02[RESERVED]

7.03Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)Indebtedness of the Borrowers or their Subsidiaries in respect of any Swap Contracts permitted pursuant to Section 7.06.

(c)[Reserved];

(d)unsecured Indebtedness (other than Indebtedness described in clauses (a) and (b) above) in an aggregate principal amount not to exceed $15,000,000 (or its Dollar Equivalent amount) of the Loan Parties on a consolidated basis at any time outstanding.

(e)Indebtedness existing on the Closing Date and described on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by any amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder.

(f)unsecured Indebtedness (i) owing from a Loan Party to a Loan Party, (ii) subject to the terms of Section 7.05(g) and Section 7.05(i), owing to a Loan Party by any Subsidiary or owing by a Loan Party to any Subsidiary, (iii) owing from a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party, or (iv) Indebtedness owing by any Subsidiary which is the subject of a Permitted Intercompany Transaction so long as such Indebtedness is otherwise permitted hereunder prior to and after consummation of the Permitted Intercompany Transaction.

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(g)other Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) of up to $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time and any guaranties thereof;

(h)other unsecured Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time and any guaranties thereof;

(i)other unsecured Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03), contingent or direct, not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time in respect of letters of credit issued for the account of any of the Loan Parties in the conduct of their business in the ordinary course and any guaranties thereof;

(j)Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Closing Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (a) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (b) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time;

(k)obligations for current taxes, assessments, levies and other governmental charges  and for taxes, assessments, levies and other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceedings promptly initiated and diligently conducted, if such reserve as shall be required by Agreement Accounting Principles shall be made therefore;

(l)other Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) that is subordinated to the Indebtedness of the Borrowers and the Guarantors under the Loan Documents; provided any such subordinated Indebtedness shall be subordinated on terms and conditions satisfactory to the Administrative Agent in its sole discretion;

(m)other Indebtedness of any Subsidiary or Subsidiaries (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03); provided such Indebtedness in the aggregate at any one time outstanding does not exceed ten percent (10%) of the Consolidated Net Worth of the Borrowers and their Subsidiaries as of the end of the fiscal quarter most recently ended for which financial statements have been provided;

(n)Indebtedness (i) of the US Borrower in connection with the Convertible Notes in a principal amount outstanding not to exceed $300,000,000, (ii) of the Parent in connection with the guaranty of the US Borrower's obligations with respect to the Convertible Notes in a principal amount outstanding not to exceed $300,000,000, or (iii) any refinancing of such Indebtedness; provided that in the case of any refinancing Indebtedness described in clause (iii) above, (1) the stated principal amount of such Indebtedness is not greater than the principal

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amount outstanding at the time of such refinancing and in any event does not exceed $300,000,000, (2) the principal maturity date for such Indebtedness is no earlier than three months after the Maturity Date, (3) such Indebtedness does not require any scheduled repayment, defeasance, or redemption of any principal amount thereof prior to maturity, and (4) such Indebtedness is subject to covenants, terms, and conditions which are no more restrictive than the covenants, terms, and conditions of this Agreement;

7.04Fundamental Changes.  (a)  Neither Borrower will, nor will it permit any of its Subsidiaries to dissolve or consolidate with or merge into any Person or permit any Person to consolidate with or merge into it, except that: (i)any Subsidiary of the Parent may merge into or consolidate with any other Subsidiary of the Parent (provided that if either of such Subsidiaries is a Borrower, such Borrower shall be the surviving entity), (ii) any Subsidiary of the Parent (other than the US Borrower) may merge into or consolidate with the Parent (so long as the Parent is the surviving entity), and (iii) any Subsidiary may dissolve after transferring substantially all of its assets to the Parent or another Subsidiary provided in each case that immediately after giving effect and pro forma effect thereto, no event shall occur and be continuing which constitutes a Default, and provided, further however that if the transferor Subsidiary is a Loan Party, the transferee Subsidiary must be a Loan Party.

(b)Neither Borrower will, nor will it permit any of its Subsidiaries to (i) sell, transfer, assign or otherwise dispose of the capital stock of any Loan Party or (ii) other than pursuant to Permitted Intercompany Transactions, sell, transfer, assign or otherwise dispose of any Property (except for sales or other dispositions of inventory and surplus or obsolete equipment in the ordinary course of business) in excess, in the aggregate for all such sales, transfers, assignments, and dispositions prior to the Maturity Date, of an amount equal to fifteen percent (15%) of the Consolidated Net Worth of the Borrowers and their Subsidiaries as of the end of the fiscal quarter most recently ended for which financial statements have been provided.

7.05Restricted Disbursements and Acquisitions.  Neither Borrower will, nor will it permit any Subsidiary to, make any Restricted Disbursements (including without limitation, loans and advances to, and other Restricted Disbursements in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

(a)Cash Equivalent Investments;

(b)existing Restricted Disbursements in Subsidiaries and other Restricted Disbursements in each case, in, existence on the Closing Date and described in Schedule 7.05;

(c)the repurchase of the Parent's outstanding shares of common stock if Consolidated Liquidity  (as measured on a pro forma basis after giving effect to such repurchase) exceeds $40,000,000; provided that in each case, such repurchase is made pursuant to the valid authorization of the Parent's shareholders and a copy of each such authorization or resolution shall be delivered to the Administrative Agent in accordance with Section 6.02(d) (each such repurchase, an "Eligible Share Repurchase");

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(d)advances or extensions of credit on terms customary in the industry involved in the form of accounts receivable incurred, and investments, loans, and advances made in settlement of such accounts receivable, all in the ordinary course of business;

(e)dividends paid by any direct or indirect Subsidiary of the Parent to the Parent or to any other direct or indirect Subsidiary of the Parent;

(f)Restricted Disbursements constituting settlement of the Warrants upon redemption or maturity thereof;

(g)Restricted Disbursements (i) by any Loan Party in any Loan Party, (ii) by any Subsidiary (other than a Loan Party) in a Loan Party; provided that any such Restricted Disbursement constituting Indebtedness is subordinated to the Obligations on the terms set forth in Exhibit I  or other terms acceptable to the Administrative Agent, and (iii) by any Subsidiary that is not a Loan Party in any Subsidiary that is not a Loan Party;

(h)Acquisitions by the Parent and its Subsidiaries if the aggregate amount of all Acquisitions for the previous twelve month period does not exceed Consolidated EBITDA for the same twelve month period and Consolidated Liquidity (as measured on a pro forma basis after giving effect to such Acquisitions) exceeds $40,000,000; provided that in each case, (i) no Event of Default shall have occurred and be continuing at the time of any such Acquisition or would result therefrom, (ii) each such Acquisition is of an entity engaged in substantially the same line of business as the Borrowers and their respective Subsidiaries, and (iii) after giving pro forma effect to such Acquisition, the Borrowers and the other Loan Parties are in compliance with each of the other covenants set forth in this Agreement, including without limitation, those set forth in Section 7.03 and 7.13;

(i)Restricted Disbursements by a Loan Party in or to Subsidiaries other than any Loan Parties of not more than $5,000,000 (or its Equivalent Dollar amount) in excess of the Restricted Disbursements or Loans outstanding on the Closing Date outstanding in the aggregate at any one time; provided, that if any Person in which such Restricted Disbursement is made becomes a Loan Party, the actual amount of the Restricted Disbursement in such Person shall no longer be considered a Restricted Disbursement under this Section 7.05(i);

(j)Restricted Disbursements in the form of cash paid by either Borrower to the holders of such Borrower's Equity Interests; provided that (i) no Event of Default shall have occurred and be continuing at the time or would result therefrom, (ii) the Borrower is in compliance with Section 7.13 prior to and after giving effect to such Restricted Disbursement, and (iii) Consolidated Liquidity (as measured on a pro forma basis after giving effect to such Restricted Disbursement) exceeds $40,000,000;

(k)any other Restricted Disbursement, in addition to those specifically permitted in this Section 7.05, if after giving effect to such Restricted Disbursements the aggregate amount of all such Restricted Disbursements does not exceed the greater of (a) $25,000,000 or (b) fifteen percent (15%) Consolidated Net Worth as of the end of the fiscal quarter most recently ended for which financial statements have been provided after giving effect to such Restricted Disbursement;

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(l)Restricted Disbursements acquired incidentally to and in conjunction with acquisitions of assets permitted by this Section 7.05; provided that such investments do not constitute more than five percent (5%) of the total consideration paid for such acquisition;

(m)dividends payable solely in shares of capital stock of the payor of such Dividends or in options, warrants or rights to purchase shares of such capital stock; and

(n)Restricted Distributions constituting Permitted Intercompany Transactions.

7.06Swap Contracts.  Neither Borrower will, nor will it permit any of its Subsidiaries to, enter into any Swap Contracts other than (i) interest rate and foreign exchange Swap Contracts entered into for purposes of hedging bona fide interest and foreign exchange risk and (ii) Swap Contracts existing on the Closing Date and described on Schedule 7.06.

7.07Change in Nature of Business.  Engage in any material line of business substantially different from those lines of business conducted by the Borrowers and their respective Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08Transactions with Affiliates.  Neither Borrower will, nor will it permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) pursuant to Permitted Intercompany Transactions or (b) in the ordinary course of business and pursuant to the reasonable requirements of such Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than such Borrower or such Subsidiary would obtain in a comparable arms-length transaction.  No Loan Party will transfer assets or funds to any Affiliate or Subsidiary that is not a Loan Party except for value, as permitted under Sections 7.04(a) or (b) or as an investment permitted under Section 7.05.

7.09Capital Expenditures.  Neither Borrower will, nor will it permit any Subsidiary to, make Consolidated Capital Expenditures unless (i) no Event of Default shall have occurred and be continuing at the time of any such Consolidated Capital Expenditure or would result therefrom and (ii) after giving pro forma effect to any such Consolidated Capital Expenditure, the Borrowers and the other Loan Parties are in compliance with each of the other covenants set forth in this Agreement, including without limitation, those set forth in Section 7.03 and 7.13;

7.10Use of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose in violation of Regulation U of the FRB.

7.11Restrictions on Subsidiaries.  Neither Borrower will, nor will it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (i) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to any Loan Party, (b) make loans or advances to any Loan Party, or (c) transfer any of its Properties to any Borrower or (ii) the ability of any

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Borrower or any Subsidiary of such Borrower to create, incur, assume or suffer to exist any Lien upon its Property to secure the Obligations or to become a guarantor of the Obligations, other than prohibitions or restrictions existing under or by reason of: (w) this Agreement and the other Loan Documents; (x) applicable law; (y) Liens, prohibitions or restrictions permitted by Section 7.01 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, provided that such prohibitions or restrictions apply only to the Property subject to such Liens; and (z) prohibitions or restrictions contained in any document or instrument governing the terms of the Indebtedness permitted by Section 7.03(j).

7.12Fiscal Year.  Neither Borrower shall change or modify its fiscal year as in effect as of the Closing Date, without first giving the Administrative Agent at least thirty (30) days prior written notice of such change.

7.13Financial Covenants.

(a)Coverage Ratio.  The Parent will not permit the ratio, determined as of the end of each of its fiscal quarters, for the then most recently ended four fiscal quarters of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, to be less than 3.00 to 1.00 for any period of four consecutive fiscal quarters.

(b)Leverage Ratio.  The Parent will not permit the ratio, determined as of the end of each of its fiscal quarters, for the then most-recently ended four fiscal quarters of (i) Consolidated Net Indebtedness to (ii) Consolidated EBITDA to be greater than 2.50 to 1.00; provided that solely for the purposes of calculating Consolidated EBITDA for this Section 7.13(b), Consolidated EBITDA shall be measured on a pro forma basis.

ARTICLE VIII.                                

EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  Any of the following shall constitute an Event of Default:

(a)Non-Payment.  Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants.  Either Borrower fails to perform or observe any term, covenant or agreement contained in Article VII; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in this Agreement or any other Loan Document on its part to be performed or observed and such failure continues unremedied for thirty (30) days following the delivery of written notice to either Borrower by the Administrative Agent; or

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(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of either Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be materially incorrect or misleading when made or deemed made; or

(e)Cross-Default.  Failure of a Borrower or any Material Subsidiary to pay when due any Material Indebtedness (other than any trade account subject to a bona fide dispute and as to which the trade creditor has neither filed a lawsuit nor caused a Lien to be placed upon any Property of such Borrower or Material Subsidiary); or the default by a Borrower or any Material Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of a Borrower or any Material Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment or required prepayment) prior to the stated maturity thereof; or a Borrower or any Material Subsidiary shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or there occurs under any Swap Contract constituting Material Indebtedness an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Borrower or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract constituting Material Indebtedness as to which a Borrower or any Material Subsidiary is an Affected Party (as so defined); or

(f)Insolvency Proceedings, Etc.  Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or a substantial portion of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or a substantial portion of its Property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i)  Either Borrower or any other Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against a substantial portion of the Property of any such Person and is not released, vacated or fully bonded within 60 consecutive days after its issue or levy; or

(h)Judgments.  There is entered against the Parent or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $1,000,000 (to the extent not covered by independent third-party

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insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect or is not otherwise being appropriately contested in good faith; or

(i)ERISA.  (i)  An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Parent under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000, or (ii) the Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000; or

(j)Invalidity of Loan Documents.  Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document;

(k)Change of Control.  There occurs any Change of Control;

(l)Environmental Laws.  A Borrower or any Material Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by such Borrower or such Material Subsidiary of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), would have a Material Adverse Effect; or

(m)Involuntary Delisting. The stock of the Parent is involuntarily delisted by the NYSE or other public exchange on which it is traded.

8.02Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

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(c)require that the Parent Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Parent to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including  fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.17; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Parent or as otherwise required by Law.

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Subject to Sections 2.03(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX.                                

ADMINISTRATIVE AGENT

9.01Appointment and Authority.

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

9.02Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information

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relating to any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any

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such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.06Resignation of Administrative Agent.  The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and

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decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08No Other Duties, Etc.  Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

9.10Guaranty Matters.  The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor

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from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.  Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

ARTICLE X.                                

MISCELLANEOUS

10.01Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by either Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)waive any condition set forth in Section 4.01(a) without the written consent of each Lender;

(b)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c)postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of either or both Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e)change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f)amend Section 1.06 or the definition of "Alternative Currency" without the written consent of each Lender;

(g)change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or

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(h)release (i) all or substantially all of the value of the Guaranties or (ii) the Parent from the Parent Guaranty, in each case without the written consent of each Lender,

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

10.02Notices; Effectiveness; Electronic Communication.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to a Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication

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(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of either Borrower's or the Administrative Agent's transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Change of Address, Etc.  Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to either Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative

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Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)Reliance by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of either or both Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrowers shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies.  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each

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Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by either or both Borrowers or any of their respective Subsidiaries, or any Environmental Liability related in any way to either or both Borrowers or any of their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by either or both of the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by either or both of the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if either or both of the Borrowers or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)Reimbursement by Lenders.  To the extent that either or both of the Borrowers for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee,

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on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)Payments.  All amounts due under this Section shall be payable not later than 10 Business Days after demand therefor.

(f)Survival.  The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05Payments Set Aside.  To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this

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Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender's rights and obligations in respect of Swing Line Loans;

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

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(A)the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C)the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D)the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons.  No such assignment shall be made (A) to a Borrower or any of the Borrowers' Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi)Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any

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Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.  For the avoidance of doubt, the reallocation of a Defaulting Lender's interests and/or obligations pursuant to Section 2.18 shall not constitute an assignment.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the "Register").  The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender.  The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or either Borrower or any of the Borrowers' respective Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant.  Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers' prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Electronic Execution of Assignments.  The words "execution," "signed," "signature," and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h)Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days' notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days' notice to the Borrowers, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges

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and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

10.07Treatment of Certain Information; Confidentiality.  Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than either of the Borrowers.

For purposes of this Section, "Information" means all information received from the Borrowers or any Subsidiary relating to either of the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by either of the Borrowers or any Subsidiary, provided that, in the case of information received from either of the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Parent or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.  The Borrowers, the Administrative Agent, the L/C Issuers and the Lenders intend to strictly comply with all applicable laws, including applicable usury laws.  Accordingly, the provisions of this Section 10.09 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this Section 10.09, even if such provision declares that it controls.  As used in this Section 10.09, the term "interest" includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under applicable law, provided that, to the maximum extent permitted by applicable law, (i) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money and not as interest, and (ii) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of the Obligations.  In no event shall the Borrowers or any other Person be obligated to pay, or any Lender or the L/C Issuer have any right or privilege to reserve, receive or retain, (iii) any interest in excess of the maximum amount of nonusurious interest permitted under the laws of the State of Texas or the applicable laws (if any) of the United States or of any other applicable state, or (iv) total interest in excess of the amount which such Lender could lawfully have contracted for,

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reserved, received, retained or charged had the interest been calculated for the full term of the Obligations at the Highest Lawful Rate.  On each day, if any, that the interest rate (the "Stated Rate") called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest which would have accrued if there were no such ceiling rate as is imposed by this sentence.  Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the immediately preceding sentence shall again automatically operate to limit the interest accrual rate.  The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate per annum by the number of days in the calendar year for which such calculation is being made.  None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever be construed without reference to this Section 10.09, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate.  If the term of any Obligation is shortened by reason of acceleration of maturity as a result of any Default or by any other cause, or by reason of any required or permitted prepayment, and if for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at the Highest Lawful Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of the Borrowers' obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest, until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor.  Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts (formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)) shall not apply to this Agreement or to any Loan, nor shall this Agreement or any Loan be governed by or be subject to the provisions of such Chapter 346 in any manner whatsoever.

10.10Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and

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delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Borrowers shall have paid (or caused a Subsidiary to pay) to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b)such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers or applicable Subsidiary (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d)such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

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10.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

(b)SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

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OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm's-length commercial transaction between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, and the Borrowers are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for either or both of the Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising any of the Borrowers or their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger has any obligation to any of the Borrowers or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each Borrower and each other Loan Party hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

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10.17USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act.

10.18Judgment Currency.  If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

10.19Entire Agreement.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES

10.20Amendment and Restatement.  This Agreement shall be deemed to restate and amend the Fourth Amended and Restated Credit Agreement in its entirety, and all of the terms and provisions hereof shall supersede the terms and conditions thereof.  The parties hereto further agree that this Agreement and the Credit Extensions shall serve to extend, renew and continue, but not to extinguish or novate, the "Credit Extensions" under the Fourth Amended and Restated Credit Agreement and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Indebtedness under, the Fourth Amended and Restated Credit Agreement.  The Borrowers each hereby agree that, upon the effectiveness of this Agreement, the "Loans" made and outstanding under the Fourth Amended and Restated Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be Loans outstanding under and payable by this Agreement and all "Letters of Credit" issued and

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outstanding under the Fourth Amended and Restated Credit Agreement shall be deemed to be issued and outstanding as Letters of Credit hereunder.

[Signature Pages Follow]

#2437541

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CORE LABORATORIES N.V., a Netherlands

limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By: /s/ Jan Willem Sodderland                                                                      

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

Address:  424 Herengracht

1017 BZ Amsterdam

The Netherlands

Telephone: +131 20 420-3191

Fax:            +131 20 717-1347

CORE LABORATORIES LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By: /s/ Richard L. Bergmark                                                                      

      Richard L. Bergmark

      Treasurer

Address: 6316 Windfern

Houston, Texas 77040

Telephone:  (713) 328-2101

Fax:  (713) 328-2151

Signature Page to Fifth Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Anthony W. Kell                                                                      

Anthony W. Kell

Assistant Vice President

Signature Page to Fifth Amended and Restated Credit Agreement

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By: /s/ Gary L. Mingle                                                                      

Gary L. Mingle

Senior Vice President

Signature Page to Fifth Amended and Restated Credit Agreement

COMERICA BANK, as a Lender

By:   /s/ Cyd Dillahunty                                                           

Name:  Cyd Dillahunty

Title:    Vice President

Attention:    Melanie Henry

Telephone:  713-220-5568

Fax:             713-220-5581

Signature Page to Fifth Amended and Restated Credit Agreement

WELLS FARGO BANK, N.A., as a Lender

By:  /s/ Sarah Sandercock                                                           

Name:  Sarah Sandercock

Title:    Director

Attention:    Sarah Sandercock

Telephone:  713-319-1310

Fax:             713-739-1087

Signature Page to Fifth Amended and Restated Credit Agreement

JPMORGAN CHASE BANK, N.A., as a Lender

By:  /s/ Robert Traband                                                           

Name:   Robert Traband

Title:     Managing Director

Attention:    Robert Traband

Telephone:  713-216-1081

Fax:             713-216-8870

Signature Page to Fifth Amended and Restated Credit Agreement

SCHEDULE 1.01

MANDATORY COST FORMULAE

1.   The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Lenders for the cost of compliance with:

(a)   the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions); or

(b)   the requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate") for each Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.  The Administrative Agent will, at the request of the Borrowers or any Lender, deliver to the Borrowers or such Lender as the case may be, a statement setting forth the calculation of any Mandatory Cost.

3.   The Additional Cost Rate for any Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent.  This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Lender's participation in all Loans made from such Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Lending Office.

4.   The Additional Cost Rate for any Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a)   in relation to any Loan in Sterling:

AB+C(B-D)+E x 0.01	per cent per annum
100 - (A+C)

(b)   in relation to any Loan in any currency other than Sterling:

E x 0.01	per cent per annum
300

Where:

"A" is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as

Schedule 1.01 to Fifth Amended and Restated Credit Agreement

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an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

"B" is the percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost and any interest charged on overdue amounts pursuant to the first sentence of Section 2.08(b) and, in the case of interest (other than on overdue amounts) charged at the Default Rate, without counting any increase in interest rate effected by the charging of the Default Rate) payable for the relevant Interest Period of such Loan.

"C" is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

"D" is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

"E" is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.   For the purposes of this Schedule:

(a)   "Eligible Liabilities" and "Special Deposits" have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)   "Fees Rules" means the rules on periodic fees contain in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)   "Fee Tariffs" means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d)   "Tariff Base" has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as 0.05).  A negative result obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to four decimal places.

7.   If requested by the Administrative Agent or the Borrowers, each Lender with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the

Schedule 1.01 to Fifth Amended and Restated Credit Agreement

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Administrative Agent and the Borrowers, the rate of charge payable by such Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by such Lender as being the average of the Fee Tariffs applicable to such Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Lender.

8.   Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a)   the jurisdiction of the Lending Office out of which it is making available its participation in the relevant Loan; and

(b)   any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph.

9.   The percentages of each Lender for the purpose of A and C above and the rates of charge of each Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Lending Office in the same jurisdiction as its Lending Office.

10.   The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under-compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.   The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.

12.   Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

Schedule 1.01 to Fifth Amended and Restated Credit Agreement

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13.   The Administrative Agent may from time to time, after consultation with the Borrowers and the Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

Schedule 1.01 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Lender	Commitment	Applicable Percentage
Bank of America, N.A.	$50,000,000	40.000000000%
Comerica Bank	$25,000,000	20.000000000%
Wells Fargo Bank, N.A.	$25,000,000	20.000000000%
JPMorgan Chase Bank, N.A.	$25,000,000	20.000000000%
Total	$125,000,000	100.000000000%

Schedule 2.01 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 5.08

LITIGATION

In accordance with Section 5.08 of the Credit Agreement, description of litigation, arbitrations, governmental investigations, proceedings or pending inquiries, or to the best knowledge of their Officers, threatened in writing, against either Borrower or any Material Subsidiary, which could reasonably be expected to have a Material Adverse Effect or that can constitute Material contingent obligation not provided for or disclosed in the financial statements referred to in Section 5.05 of the Credit Agreement.

NONE

Schedule 5.08 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 5.09

SUBSIDIARIES

List of Material Subsidiaries as required by Section 5.09 of the Credit Agreement

Core Laboratories N.V. owns (directly or indirectly) 100% of the equity of the following, which are Material Subsidiaries for the purposes of Section 5.09 of the Credit Agreement.

Name	Jurisdiction	Tax Identification Number
Core Laboratories LP	State of Delaware	76-0446294
Core Laboratories Sales N.V.	Curaçao	110114700
Core Laboratories Canada Ltd.	Canada	101151769RC003
Core Laboratories (U.K.) Limited	United Kingdom	7338561032954
Owen Oil Tools LP	State of Delaware	75-1594166
Saybolt LP	State of Delaware	13-5674470

Schedule 5.09 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 5.22

IDENTIFICATION NUMBERS FOR

FOREIGN OBLIGORS

Foreign Obligor	Identification Number	Jurisdiction of Organization
Core Laboratories Sales N.V.	110114700	Curaçao
Core Laboratories Canada Ltd.	101151769RC003	Canada
Core Laboratories (U.K.) Limited	7338561032954	United Kingdom of Great Britain and Northern Ireland
Core Laboratories N.V.	803264690	Netherlands

Schedule 5.22 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 7.01

EXISTING LIENS

Description of title defects and Liens that could reasonably be expected to have a Material Adverse Effect as required by Section 7.01 of the Credit Agreement.

NONE

Description of Liens existing on the Closing Date as required by Section 7.01 of the Credit Agreement.

1.   Those Liens with respect to Core Laboratories LLC listed on Annex A to this Schedule 7.01. (Annex A Attached).

2.   Those Liens with respect to Core Laboratories LP listed on Annex B to this Schedule 7.01. (Annex B Attached).

3.   Those Liens with respect to Owen Oil Tools LP listed on Annex C to this Schedule 7.01.  (Annex C Attached).

4.   Those Liens with respect to Saybolt LP listed on Annex D to this Schedule 7.01. (Annex D Attached).

5.   Those Liens with respect to Core Laboratories Canada Ltd. listed on Annex E to this Schedule 7.01.  (Annex E Attached).

6.   Those Liens with respect to Core Laboratories (U.K.) Limited listed on Annex F to this Schedule 7.01.  (Annex F Attached).

Schedule 7.01 to Fifth Amended and Restated Credit Agreement

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ANNEX A TO SCHEDULE 7.01

EXISTING LIENS

CORE LABORATORIES LLC

Filing Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Delaware Secretary of State	60597328	2/20/06	Osram Sylvania Products Inc.	Tungsten Metal Powder and other items shipped by Secured Party to Debtors by mutual agreement which shall remain the property of Secured Party until used or resold by or with assistance of Debtors. Note:  Consignee/Consignor Filing Note:  Multiple Debtors listed – Owen Oil Tools LP, Core Laboratories LLC, and Core Laboratories N.V.
Delaware Secretary of State	82771275 Amendment of 60597328	8/13/08		Amends Secured Party name to Global Tungsten & Powders Corp.
Delaware Secretary of State	03932294 Continuation of 60597328	11/9/10		Full Continuation
Delaware Secretary of State	91029146	4/1/09	Air Liquide Industrial US LP	Vessel – Ryan, S/N 6631, 1625 Gal; 2 VGL's; VGL Fill Stand; Control Unit Note:  Debtor listed as Core Laboratories, Inc.

Annex A to Schedule 7.01 to Credit Agreement

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ANNEX B TO SCHEDULE 7.01

EXISTING LIENS

CORE LABORATORIES LP

Filing Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Delaware Secretary of State	60597328	2/20/06	Osram Sylvania Products Inc.	Tungsten Metal Powder and other items shipped by Secured Party to Debtors by mutual agreement which shall remain the property of Secured Party until used or resold by or with assistance of Debtors. Note:  Consignee/Consignor Filing Note:  Multiple Debtors listed – Owen Oil Tools LP, Core Laboratories LLC, and Core Laboratories N.V.
Delaware Secretary of State	82771275 Amendment of 60597328	8/13/08		Amends Secured Party name to Global Tungsten & Powders Corp.
Delaware Secretary of State	03932294 Continuation of 60597328	11/9/10		Full Continuation
Delaware Secretary of State	91029146	4/1/09	Air Liquide Industrial US LP	Vessel – Ryan, S/N 6631, 1625 Gal; 2 VGL's; VGL Fill Stand; Control Unit Note:  Debtor listed as Core Laboratories, Inc.

Annex B to Schedule 7.01 to Credit Agreement

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ANNEX C TO SCHEDULE 7.01

EXISTING LIENS

OWEN OIL TOOLS LP

Filing Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Delaware Secretary of State	60597328	2/20/06	Osram Sylvania Products Inc.	Tungsten Metal Powder and other items shipped by Secured Party to Debtors by mutual agreement which shall remain the property of Secured Party until used or resold by or with assistance of Debtors. Note:  Consignee/Consignor Filing Note:  Multiple Debtors listed – Owen Oil Tools LP, Core Laboratories LLC, and Core Laboratories N.V.
Delaware Secretary of State	82771275 Amendment of 60597328	8/13/08		Amends Secured Party name to Global Tungsten & Powders Corp.
Delaware Secretary of State	03932294 Continuation of 60597328	11/9/10		Full Continuation
Delaware Secretary of State	91148516	4/9/09	Air Liquide  Industrial US LP	Vessel – MVE, S/N 441, 1500 Gal Vessel
Delaware Secretary of State	01198476	4/7/10	Hartwig, Inc.	1 HE&M H130HA Automated Saw as specified on PO #132792

Annex C to Schedule 7.01 to Credit Agreement

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ANNEX D TO SCHEDULE 7.01

EXISTING LIENS

SAYBOLT LP

Filing Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Delaware Secretary of State	None

Annex D to Schedule 7.01 to Credit Agreement

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ANNEX E TO SCHEDULE 7.01

EXISTING LIENS

CORE LABORATORIES CANADA LTD.

Filing Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Government of Alberta	97040311090	4/3/97	Praxair Canada Inc.	Bulk cryogenic storage tanks used for the storage, filling and delivery of industrial and medical gases including, without limitation, argon, carbon dioxide, nitrogen, nitrous oxide and oxygen, cryogenic freezers, and all related equipment, accessories, parts, components and attachments.  Proceeds.  All present and after-acquired personal property that may be derived from the sale or other disposition of the equipment described herein. Note:  Expiry Date – April 3, 2013
Government of Alberta	03031217304 Amendment & Renewal of 97040311090	3/12/03		Amendment of Debtor's address and Renewal
Government of Alberta	08012419850 Renewal of 97040311090	1/24/08		Renewal
Government of Alberta	05070717771	7/7/05	Praxxair Canada Inc.	Bulk cryogenic storage tanks used for the storage, filling and delivery of industrial and medical gases including, without limitation, argon, carbon dioxide, nitrogen, nitrous oxide and oxygen, cryogenic freezers, and all related equipment, accessories, parts, components and attachments.  Proceeds.  All present and after-acquired personal property that may be derived from the sale or other disposition of the equipment described herein. Note:  Additional Debtor listed – Owen Oil Tools Note:  Expiry Date – July 7, 2011

Annex E to Schedule 7.01 to Credit Agreement

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Government of Alberta 10101307045 10/13/10 Western Materials Handling & Equipment Ltd. Toyota Forklift, Unit #8652RP, Serial #17693, Year 2008, Model 8FGV25 and Toyota Forklift, Unit #7665RP, Serial #84884, Year 2008, Model 7FGV25 Note:  Expiry Date – October 13, 2011

Annex E to Schedule 7.01 to Credit Agreement

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ANNEX F TO SCHEDULE 7.01

EXISTING LIENS

CORE LABORATORIES (U.K.) LIMITED

Jurisdiction	File Number	File Date	Secured Party	Collateral/Notes
Companies House Direct	None

Annex F to Schedule 7.01 to Credit Agreement

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SCHEDULE 7.03

EXISTING INDEBTEDNESS

Description of Indebtedness outstanding on the Closing Date as required by Section 7.03(e) of the Credit Agreement.

NONE

Schedule 7.03 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 7.06

EXISTING SWAP CONTRACTS

Description of Swap Contracts existing on the Closing Date as required by Section 7.06 of the Credit Agreement.

NONE

Schedule 7.06 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 10.02

ADMINISTRATIVE AGENT'S OFFICE;

CERTAIN ADDRESSES FOR NOTICES

BORROWERS:

Office of General Counsel

Core Laboratories LP

6316 Windfern Rd

Houston, TX 77040

Attention:  General Counsel

Telephone: 713-328-2104

Telecopier: 713-328-2152

Electronic Mail:   mark.elvig@corelab.com

Website Address:  www.corelab.com

U.S. Taxpayer Identification Number(s):  76-0446294

ADMINISTRATIVE AGENT:

Administrative Agent's Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

Street Address:  901 Main Street

Mail Code:  TX1-492-14-11

Dallas, TX 75202-3714

Attention:  Ramon Presas

Telephone:  214.209.9262

Telecopier:  214.290.8364

Electronic Mail:  ramon.presas@baml.com

Account No. (for Dollars):  1292000883

Ref:  Core Laboratories, Attn: Credit Services

ABA# 026009593

Account No. (for Euro):

Bank of America, London, England

SWIFT CODE: BOFAGB22

ACCT# 65280019

REF:  Core Laboratories

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

Street Address:  901 Main Street

Mail Code:  TX1-492-14-11

Schedule 10.02 to Fifth Amended and Restated Credit Agreement

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Dallas, TX 75202

Attention:  Anthony Kell

Telephone:  214-209-4124

Telecopier:

Electronic Mail:  anthony.w.kell@baml.com

L/C ISSUER:

Bank of America, N.A.

Trade Operations

Bank of America

Mail Code:  CA9-705-07-05

1000 W Temple Street

Los Angeles, CA 90012-1514

Attention:  Tai Anh Lu

Telephone:  213.481.7840

Telecopier:  213.457.8841

Electronic Mail:  tai.anh.lu@baml.com

SWING LINE LENDER:

Bank of America, N.A.

Street Address:  901 Main Street

Mail Code:  TX1-492-14-11

Dallas, TX 75202-3714

Attention:  Ramon Presas

Telephone:  214.209.9262

Telecopier:  214.290.8364

Electronic Mail:  ramon.presas@baml.com

Account No. (for Dollars):  1292000883

Ref:  Core Laboratories, Attn: Credit Services

ABA# 026009593

Account No. (for Euro):

Bank of America, London, England

SWIFT CODE: BOFAGB22

ACCT# 65280019

REF:  Core Laboratories

Schedule 10.02 to Fifth Amended and Restated Credit Agreement

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SCHEDULE 10.06

PROCESSING AND RECORDATION FEES

The Administrative Agent will charge a processing and recordation fee (an "Assignment Fee") in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below:

Transaction	Assignment Fee
First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable)	-0-
Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable)	$500

Schedule 10.06 to Fifth Amended and Restated Credit Agreement

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EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date:  ___________, _____

To:           Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The [Name of Borrower] hereby requests, on behalf of itself (select one):

[Missing Graphic Reference]  A Borrowing of Committed Loans                                                                [Missing Graphic Reference]  A conversion or continuation of Loans

7.   On                                 (a Business Day).

8.   In the amount of                                                      .

9.   Comprised of                                                                .

[Type of Committed Loan requested]

10.   In the following currency:                                                                           

11.   For Eurocurrency Rate Loans:  with an Interest Period of                                                                                                 months.

12.   On behalf of                                                                            [insert name of applicable Borrower].

The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

[NAME OF APPLICABLE BORROWER]

By:                                                                       

Name:                                                                       

Title:                                                                       

Exhibit A to Fifth Amended and Restated Credit Agreement

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EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

Date:  ___________, _____

To:           Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned hereby requests a Swing Line Loan:

13.   On                                 (a Business Day).

14.   In the amount of $                                                      .

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

[NAME OF APPLICABLE BORROWER]

By:                                                                       

Name:                                                                       

Title:                                                                       

Exhibit B to Fifth Amended and Restated Credit Agreement

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EXHIBIT C

FORM OF NOTE

[$Commitment Amount] December 17, 2010

Each of Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers"), hereby jointly and severally promises to pay to the order of [NAME OF LENDER] (the "Lender") the principal sum of [COMMITMENT AMOUNT] ($Commitment Amount) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Agreement (as hereinafter defined), to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement.  The Borrowers shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, that certain Fifth Amended and Restated Credit Agreement dated as of December 17, 2010 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrowers, the lenders party thereto, including the Lender, and Bank of America, N.A, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated.  This Note is guaranteed pursuant to the Guaranties, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof.  Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Exhibit C to Fifth Amended and Restated Credit Agreement

-1-

CORE LABORATORIES N.V., a Netherlands limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By:                                                                       

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

CORE LABORATORIES LP, a Delaware limited partnership,

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Exhibit C to Fifth Amended and Restated Credit Agreement

-2-

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

NOTE OF CORE LABORATORIES N.V. AND CORE LABORATORIES LP,

DATED DECEMBER 17, 2010

Date Type of Loan Made Currency and Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By

Exhibit C to Fifth Amended and Restated Credit Agreement

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EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

To: The Lenders parties to the

Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Fifth Amended and Restated Credit Agreement dated as of December 17, 2010 (as amended, modified, renewed or extended from time to time, the "Agreement") among Core Laboratories N.V. (the "Parent"), Core Laboratories LP (the "US Borrower", and together with the Parent the "Borrowers"), the various financial institutions that are or may become parties thereto (collectively, the "Lenders"), Bank of America, N.A., as agent (the "Administrative Agent") for the Lenders, as a swing line lender (a "Swing Line Lender") and as the letter of credit issuing bank (the "L/C Issuer").  Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.  The undersigned hereby certifies that the undersigned is the duly elected ______________ of the Parent.

THE UNDERSIGNED HEREBY FURTHER CERTIFIES THAT, TO THE KNOWLEDGE OF THE UNDERSIGNED, AFTER DUE INQUIRY:

15.   There is no condition or event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below;

16.   Schedule I attached hereto sets forth financial data and computations evidencing the Parent's compliance with the financial covenants set forth in Section 7.13 of the Agreement; and

17.   Schedule II hereto sets forth the determination of the interest rates to be paid for Credit Extensions and the commitment fee rates commencing on the fifth day following the delivery hereof.

Described below are the exceptions, if any, to paragraph 1 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Parent has taken, is taking, or proposes to take with respect to each such condition or event:

Exhibit D to Fifth Amended and Restated Credit Agreement

-1-

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___ day of __________, 20__.

By:                                                                       

Title:                                                                       

For Core Laboratories N.V.

Exhibit D to Fifth Amended and Restated Credit Agreement

-2-

SCHEDULE I TO COMPLIANCE CERTIFICATE OF THE PARENT

Compliance as of _________, 20__ with

Provisions of Section 7.13 of

the Credit Agreement

Exhibit D to Fifth Amended and Restated Credit Agreement

-3-

SCHEDULE II TO COMPLIANCE CERTIFICATE

Parent's Applicable Margin Calculation

Exhibit D to Fifth Amended and Restated Credit Agreement

-4-

EXHIBIT E

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor") and [the][each]2 Assignee identified in item 2 below ([the][each, an] "Assignee").  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor's][the respective Assignors'] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities5) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] "Assigned Interest").  Each such sale and assignment is without recourse to

 

1           For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.

 

2           For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.

 

3           Select as appropriate.

 

4           Include bracketed language if there are either multiple Assignors or multiple Assignees.

 

5           Include all applicable subfacilities.

Exhibit E to Fifth Amended and Restated Credit Agreement

-1-

[the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

18.   Assignor[s]:                      

19.   Assignee[s]:                      

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

20.   Borrower(s):                      

21.   Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

22.   Credit Agreement:  Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

Exhibit E to Fifth Amended and Restated Credit Agreement

-2-

23.   Assigned Interest[s]:6

Assignor[s]7	Assignee[s]8	Facility Assigned9	Aggregate Amount of Commitment/Loans for all Lenders10	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/ Loans11	CUSIP Number
		____________	$_______________	$_________	___________%
		____________	$_______________	$_________	___________%
		____________	$_______________	$_________	___________%

 

6           The reference to "Loans" in the table should be used only if the Credit Agreement provides for Term Loans.

 

7           List each Assignor, as appropriate.

 

8           List each Assignee, as appropriate.

 

9           Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment", "Term Loan Commitment", etc.).

 

10           Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

 

11           Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit E to Fifth Amended and Restated Credit Agreement

-3-

24.   [Trade Date:                                ]12

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:                                                                       

Title:                                                                       

ASSIGNEE

[NAME OF ASSIGNEE]

By:                                                                       

Title:                                                                       

[Consented to and]13 Accepted:

BANK OF AMERICA, N.A., as

Administrative Agent

By:                                                                

Title:                                                                

 

12           To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

 

13           To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Exhibit E to Fifth Amended and Restated Credit Agreement

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[Consented to:]14

[BORROWERS]

By:                                                                

Title:                                                                

 

14           To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Exhibit E to Fifth Amended and Restated Credit Agreement

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

[___________________]15

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

25.   Representations and Warranties.

25.1.Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

25.2.Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v)[,][and] (vi) [and (vii)] of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section __ thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation

 

15           Describe Credit Agreement at option of Administrative Agent.

Exhibit E to Fifth Amended and Restated Credit Agreement

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required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

26.   Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

27.   General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Texas.

Exhibit E to Fifth Amended and Restated Credit Agreement

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EXHIBIT F

FORM OF

PARENT GUARANTY

THIS PARENT GUARANTY (this "Guaranty") is made as of December 17, 2010 by Core Laboratories N.V. (the "Parent Guarantor") in favor of the Administrative Agent, for the benefit of the Lenders, the L/C Issuer and the Swing Line Lender, under the Credit Agreement referred to below;

WITNESSETH:

WHEREAS, the Parent Guarantor, Core Laboratories LP (the "US Borrower", together with the Parent Guarantor, the "Borrowers") the various financial institutions that are or may become parties thereto (collectively, the "Lenders"), Bank of America, N.A., as administrative agent (the "Administrative Agent") for the Lenders, as a lender and a swing line lender (in such capacity, the "Swing Line Lender") and as a letter of credit issuing bank (the "L/C Issuer), have entered into that certain Fifth Amended and Restated Credit Agreement dated as of even date herewith (as the same may be amended or modified from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders and the L/C Issuer to the Parent Guarantor and the US Borrower;

WHEREAS, it is a condition precedent to the Administrative Agent, the Lenders, the L/C Issuer, the Swing Line Lender and the other parties executing the Credit Agreement that the Parent Guarantor execute and deliver this Guaranty whereby the Parent Guarantor shall guarantee the payment when due of the Guaranteed Obligations, as defined below; and

WHEREAS, in order to induce the Lenders, the L/C Issuer, the Swing Line Lender and the Administrative Agent to enter into the Credit Agreement, and because the Parent Guarantor has determined that executing this Guaranty is in its interest and to its financial benefit, the Parent Guarantor is willing to guarantee the Guaranteed Obligations, as defined below, of the US Borrower;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.

SECTION 1.1.Selected Terms Used Herein.

"Guaranteed Obligations" is defined in Section 3 below.

SECTION 1.2.Terms in Credit Agreement.  Other capitalized terms used herein but not defined herein shall have the meaning set forth in the Credit Agreement.

SECTION 2.

SECTION 2.1.[Intentionally Blank]

Exhibit F to Fifth Amended and Restated Credit Agreement

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SECTION 2.2.[Intentionally Blank]

SECTION 3.The Guaranty.  The Parent Guarantor hereby absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations, including without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, being referred to as the "Guaranteed Obligations").  Upon failure by the US Borrower to pay punctually any such amount, the Parent Guarantor agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in the manner specified in the Credit Agreement, any Note, or the relevant Loan Document, as the case may be. This Guaranty is a guaranty of payment and not of collection.  The Parent Guarantor waives any right to require the Lender to sue the US Borrower, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 4.Guaranty Unconditional.  The obligations of the Parent Guarantor hereunder shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:

(i)any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;

(ii)any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;

(iii)any release, nonperfection or invalidity of any direct or indirect security for any obligation of the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;

(iv)any change in the corporate existence, structure or ownership of the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting it or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of it or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;

Exhibit F to Fifth Amended and Restated Credit Agreement

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(v)the existence of any claim, setoff or other rights which it may have at any time against the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;

(vi)any invalidity or unenforceability relating to or against the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by it or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by it or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or

(vii)any other act or omission to act or delay of any kind by the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of  its obligations hereunder.

SECTION 5.Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances.  The Parent Guarantor's obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments under the Credit Agreement shall have terminated or expired.  If at any time any payment of the principal of or interest on any Note or any other amount payable by the US Borrower or any other party under the Credit Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the US Borrower or otherwise, the Parent Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

SECTION 6.Waivers.  The Parent Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the US Borrower, any other guarantor of any of the Guaranteed Obligations, or any other Person.

SECTION 7.Subrogation.  The Parent Guarantor hereby agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the US Borrower arising out of or by reason of this Guaranty or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by the Parent Guarantor unless and until the Guaranteed Obligations (other than indemnification obligations and other similar obligations that survive the termination of the Loan Documents but which are not yet due and payable as of such time) are indefeasibly paid in full, any commitment to lend under the Credit Agreement and any other Loan Documents is terminated.

Exhibit F to Fifth Amended and Restated Credit Agreement

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SECTION 8.Stay of Acceleration.  If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the US Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Note or any other Loan Document shall nonetheless be payable by the Parent Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

SECTION 9.Application of Payments.  All payments received by the Administrative Agent hereunder shall be applied by the Administrative Agent to payment of the Guaranteed Obligations in the following order unless a court of competent jurisdiction shall otherwise direct:

(a)FIRST, to payment of all costs and expenses of the Administrative Agent incurred in connection with the collection and enforcement of the Guaranteed Obligations or of any security interest granted to the Administrative Agent in connection with any collateral securing the Guaranteed Obligations;

(b)SECOND, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest and fees, pro rata among the Lenders and their Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to each of them;

(c)THIRD, to payment of the principal of the Guaranteed Obligations then due and unpaid from the US Borrower to any of the Lenders or their Affiliates, pro rata among the Lenders and their Affiliates in accordance with the amount of such principal payments then  due and unpaid owing to each of them; and

(d)FOURTH, to payment of any Guaranteed Obligations (other than those listed above) pro rata among those parties to whom such Guaranteed Obligations are due in accordance with the amounts owing to each of them.

SECTION 10.Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (i) in the case of the Parent Guarantor at its address or facsimile number set forth on the signature pages hereof, (ii) in the case of the Administrative Agent or any Lender, at its address or facsimile number set forth below its signature to the Credit Agreement (iii) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrowers in accordance with the provisions of Section 15.1 of the Credit Agreement.  Each such notice, request or other communication shall be effective (x) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (y) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (z) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified pursuant to this Section.

Exhibit F to Fifth Amended and Restated Credit Agreement

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SECTION 11.No Waivers.  No failure or delay by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies provided in this Guaranty, the Credit Agreement, any Note and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 12.No Duty to Advise.  The Parent Guarantor assumes all responsibility for being and keeping itself informed of the US Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that the Parent Guarantor assumes and incurs under this Guaranty, and agrees that neither the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Sole Lead Arranger, the Sole Book Runner, nor any other Lender has any duty to advise the Parent Guarantor of information known to it regarding those circumstances or risks.

SECTION 13.Successors and Assigns.  This Guaranty is for the benefit of the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Sole Lead Arranger, the Sole Book Runner and the Lenders and their respective successors and permitted assigns and in the event of an assignment of any amounts payable under the Credit Agreement, any Note, or the other Loan Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be transferred with such indebtedness. This Guaranty shall be binding upon each of the Subsidiary Guarantors and their respective successors and permitted assigns.

SECTION 14.Changes in Writing.  Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by the Parent Guarantor and the Administrative Agent with the consent of the Required Lenders.

SECTION 15.Costs of Enforcement.  The Parent Guarantor agrees to pay all costs and expenses including, without limitation, all court costs and attorneys' fees and expenses paid or incurred by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender or any Affiliate of any Lender in endeavoring to collect all or any part of the Guaranteed Obligations from, or in prosecuting any action against, the US Borrower, Guarantors or any other guarantor of all or any part of the Guaranteed Obligations.

SECTION 16.GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.  THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS.  THE PARENT GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN HARRIS COUNTY, TEXAS AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER LOAN DOCUMENTS)  OR THE TRANSACTIONS CONTEMPLATED HEREBY.  THE PARENT GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

Exhibit F to Fifth Amended and Restated Credit Agreement

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LAW, ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  THE PARENT GUARANTOR, AND THE ADMINISTRATIVE AGENT, THE L/C ISSUER, THE SWING LINE LENDER AND THE LENDERS ACCEPTING THIS GUARANTY, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 17.Taxes, etc.  All payments required to be made by the Parent Guarantor hereunder shall be made without setoff or counterclaim and free and clear of and without deduction or withholding for or on account of, any present or future Taxes and Other Taxes, provided, however, that if the Parent Guarantor is required by law to make such deduction or withholding, the Parent Guarantor shall forthwith (i) pay to the Administrative Agent or any Lender, as applicable, such additional amount as results in the net amount received by the Administrative Agent or any Lender, as applicable, equaling the full amount which would have been received by the Administrative Agent or any Lender, as applicable, had no such deduction or withholding been made, (ii) pay the full amount deducted to the relevant authority in accordance with applicable law, and (iii) furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

SECTION 18.Setoff.  Without limiting the rights of the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Lenders under applicable law, if all or any part of the Guaranteed Obligations is then due, whether pursuant to the occurrence of a Default or otherwise, then the Parent Guarantor authorizes the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders to apply any sums standing to the credit of the Parent Guarantor with the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender or any Lending Installation of the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender toward the payment of the Guaranteed Obligations. The Administrative Agent, the L/C Issuer, the Swing Line Lender or such Lender (or such Affiliate of such Lender) shall use reasonable commercial efforts to notify the Borrowers of the exercise of such setoff rights promptly after the exercise thereof, provided that the failure to give such notice shall not affect the validity of the exercise of such setoff rights.

SECTION 19.Foreign Currency.  The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential.  That currency or those currencies are also the currency of account and payment under this Guaranty.  If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's principal office in the Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given.  The obligations of the Parent

Exhibit F to Fifth Amended and Restated Credit Agreement

--

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Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

[Signature pages follow]

Exhibit F to Fifth Amended and Restated Credit Agreement

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IN WITNESS WHEREOF, the Parent Guarantor has caused this Guaranty to be duly executed, under seal, by its authorized officer as of the day and year first above written.

CORE LABORATORIES N.V., a Netherlands limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By:                                                                       

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

Exhibit F to Fifth Amended and Restated Credit Agreement

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EXHIBIT G

FORM OF

SUBSIDIARY GUARANTY

THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of December 17, 2010, by Core Laboratories LP (the "US Borrower"), a Delaware limited partnership  (together with its successors and assigns), Core Laboratories Sales N.V., a Curaçao limited liability company (together with its successors and assigns), Core Laboratories Canada Ltd., an Alberta,  Canada corporation (together with its successors and assigns), Core Laboratories (U.K.) Limited, a company organized under the laws of England and Wales (together with its successors and assigns), Saybolt LP, a Delaware limited partnership (together with its successors and assigns), and Owen Oil Tools LP, a Delaware limited partnership (together with its successors and assigns) (collectively, the "Subsidiary Guarantors") in favor of the Administrative Agent, for the benefit of the Lenders, the L/C Issuer and the Swing Line Lender, under the Credit Agreement referred to below;

WITNESSETH:

WHEREAS, Core Laboratories N.V., a Netherlands limited liability company (the "Parent"), the US Borrower (together with the Parent, the "Borrowers"), the various financial institutions that are or may become parties thereto (collectively, the "Lenders"), Bank of America, N.A., as administrative agent (the "Administrative Agent") for the Lenders, as a lender and a swing line lender (in such capacity, the "Swing Line Lender") and as a letter of credit issuing bank (the "L/C Issuer"), have entered into that certain Fifth Amended and Restated Credit Agreement dated as of even date herewith (as the same may be amended or modified from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders and the L/C Issuer to the Parent and the US Borrower;

WHEREAS, it is a condition precedent to the Administrative Agent, the Lenders, the L/C Issuer, the Swing Line Lender and the other parties executing the Credit Agreement that each of the Subsidiary Guarantors execute and deliver this Guaranty whereby each of the Subsidiary Guarantors shall guarantee the payment when due, subject to Section 9 hereof, of all Guaranteed Obligations, as defined below; and

WHEREAS, in consideration of the financial and other support that the Parent and the US Borrower have provided, and such financial and other support as the Parent and the US Borrower may in the future provide, to the Subsidiary Guarantors, and in order to induce the Lenders, the L/C Issuer, the Swing Line Lender and the Administrative Agent to enter into the Credit Agreement, and because each Subsidiary Guarantor has determined that executing this Guaranty is in its interest and to its financial benefit, each of the Subsidiary Guarantors is willing to guarantee the Guaranteed Obligations, as defined below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Exhibit G to Fifth Amended and Restated Credit Agreement

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SECTION 1.

SECTION 1.1.Selected Terms Used Herein.

"Guaranteed Obligations" is defined in Section 3 below.

SECTION 1.2.Terms in Credit Agreement.  Other capitalized terms used herein but not defined herein shall have the meaning set forth in the Credit Agreement.

SECTION 2.

SECTION 2.1.Representations and Warranties.  Each of the Subsidiary Guarantors other than the US Borrower represents and warrants (which representations and warranties shall be deemed to have been renewed upon each date of a Credit Extension under the Credit Agreement) that:

(a)It is a corporation, limited partnership, limited liability company or other Person duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite authority to conduct its business and is duly qualified or licensed to transact business as a foreign corporation, limited partnership, limited liability company or other Person and in good standing under the laws of each jurisdiction in which the conduct of its operations or the ownership or leasing of its properties requires such qualification or licensing, except where failure to be so qualified or licensed could not reasonably be expected to have a Material Adverse Effect.

(b)It has the power and authority and legal right to execute and deliver this Guaranty and to perform its obligations hereunder.  The execution and delivery this Guaranty and the performance of its obligations hereunder have been duly authorized by proper corporate proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c)Neither the execution and delivery by it of this Guaranty, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it or any of its Subsidiaries or (ii) its articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which it or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or

Exhibit G to Fifth Amended and Restated Credit Agreement

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imposition of any Lien in, of or on the Property of it or any of its Subsidiaries pursuant to the terms of any such indenture, instrument or agreement, except, in the case of clauses (i) through (iii), to the extent that such violation could not reasonably be expected to have a Material Adverse Effect.  No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it or any of its Subsidiaries, is required to be obtained by it or any of its Subsidiaries in connection with the execution and delivery of this Guaranty or performance by it of the obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty, except, in each case, to the extent that the failure to obtain such order, consent, adjudication, approval, license, authorization, validation, exception or other action could not reasonably be expected to have a Material Adverse Effect.

SECTION 2.2.Covenants.  Each of the Subsidiary Guarantors other than the US Borrower covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement, or any of the Guaranteed Obligations shall remain unpaid, that it will, and, if necessary, will enable the Parent and the US Borrower to, fully comply with those covenants and agreements set forth in the Credit Agreement.

SECTION 3.The Guaranty.  Subject to Section 9 hereof, each of the Subsidiary Guarantors hereby absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations (with respect to the US Borrower, such Obligations in respect of which it is not a Borrower) including without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, subject to the provisions of Section 9 hereof, being referred to collectively as the "Guaranteed Obligations").  Upon failure by the Parent or the US Borrower, as applicable, to pay punctually any such amount, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in the manner specified in the Credit Agreement, any Note, or the relevant Loan Document, as the case may be. This Guaranty is a guaranty of payment and not of collection.  Each of the Subsidiary Guarantors waives any right to require the Lender to sue the Parent, the US Borrower, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 4.Guaranty Unconditional.  Subject to Section 9 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall, to the fullest extent permitted by law, be unconditional and absolute and, without limiting the generality of the foregoing, shall, to the fullest extent permitted by law, not be released, discharged or otherwise affected by:

(i)any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default,

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failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations;

(ii)any modification or amendment of or supplement to the Credit Agreement, any Note or any other Loan Document;

(iii)any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Parent or the US Borrower under the Credit Agreement, any Note, any other Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations;

(iv)any change in the corporate existence, structure or ownership of the Parent or the US Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations;

(v)the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Parent or the US Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions;

(vi)any invalidity or unenforceability relating to or against the Parent or the US Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Parent or the US Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower under the Credit Agreement, any Note, or any other Loan Document; or

(vii)any other act or omission to act or delay of any kind by the Parent or the US Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor's obligations hereunder.

SECTION 5.Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances.  Each of the Subsidiary Guarantor's obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments under the Credit Agreement shall have terminated or expired.  If at any time any payment of the principal of or interest on any Note or any other amount payable by the Parent or the US Borrower or any other party under the Credit Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or

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reorganization of the Parent or the US Borrower or otherwise, each of the Subsidiary Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

SECTION 6.Waivers.  Each of the Subsidiary Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Parent, the US Borrower, any other guarantor of any of the Guaranteed Obligations, or any other Person.

SECTION 7.Subrogation.  Each of the Subsidiary Guarantors hereby agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Parent or with respect to each of the Subsidiary Guarantors other than the US Borrower, against the US Borrower, in each case arising out of or by reason of this Guaranty or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Subsidiary Guarantors unless and until the Guaranteed Obligations (other than indemnification obligations and other similar obligations that survive the termination of the Loan Documents but which are not yet due and payable as of such time) are indefeasibly paid in full, any commitment to lend under the Credit Agreement and any other Loan Documents is terminated.

SECTION 8.Stay of Acceleration.  If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Parent or the US Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Note or any other Loan Document shall nonetheless be payable by each of the Subsidiary Guarantors with respect to the Obligations of the Parent and each of the Subsidiary Guarantors other than the US Borrower with respect to the Guaranteed Obligations of the US Borrower, forthwith on demand by the Administrative Agent made at the request of the Required Lenders.

SECTION 9.Limitation on Obligations.  (a)  The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Subsidiary Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Subsidiary Guarantors, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Subsidiary Guarantor's "Maximum Liability"). This Section 9(a) with respect to the Maximum Liability of the Subsidiary Guarantors is intended solely to preserve the rights of the Administrative Agent hereunder to the maximum extent not subject to avoidance under applicable law, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 9(a) with respect to the Maximum Liability, except to the extent necessary

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so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under applicable law.

(b)Each of the Subsidiary Guarantors agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Subsidiary Guarantor, and may exceed the aggregate Maximum Liability of all other Subsidiary Guarantors, without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent hereunder. Nothing in this Section 9(b) shall be construed to increase any Subsidiary Guarantor's obligations hereunder beyond its Maximum Liability.

SECTION 10.Application of Payments.  All payments received by the Administrative Agent hereunder shall be applied by the Administrative Agent to payment of the Guaranteed Obligations in the following order unless a court of competent jurisdiction shall otherwise direct:

(a)FIRST, to payment of all costs and expenses of the Administrative Agent incurred in connection with the collection and enforcement of the Guaranteed Obligations or of any security interest granted to the Administrative Agent in connection with any collateral securing the Guaranteed Obligations;

(b)SECOND, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest and fees, pro rata among the Lenders and their Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to each of them;

(c)THIRD, to payment of the principal of the Guaranteed Obligations then due and unpaid from either Borrower to any of the Lenders or their Affiliates, pro rata among the Lenders and their Affiliates in accordance with the amount of such principal payments then  due and unpaid owing to each of them; and

(d)FOURTH, to payment of any Guaranteed Obligations (other than those listed above) pro rata among those parties to whom such Guaranteed Obligations are due in accordance with the amounts owing to each of them.

SECTION 11.Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (i) in the case of the Parent or each of the Subsidiary Guarantors, at its address or facsimile number set forth on the signature pages hereof, (ii) in the case of the Administrative Agent or any Lender, at its address or facsimile number set forth below its signature to the Credit Agreement (iii) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrowers in accordance with the provisions of Section 10.02 of the Credit Agreement.  Each such notice, request or other communication shall be effective (x) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (y) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid,

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or (z) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified pursuant to this Section.

SECTION 12.No Waivers.  No failure or delay by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies provided in this Guaranty, the Credit Agreement, any Note and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 13.No Duty to Advise.  Each of the Subsidiary Guarantors assumes all responsibility for being and keeping itself informed of the Parent's and the US Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each of the Subsidiary Guarantors assumes and incurs under this Guaranty, and agrees that neither the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Sole Lead Arranger, the Sole Book Runner, nor any other Lender has any duty to advise any of the Subsidiary Guarantors of information known to it regarding those circumstances or risks.

SECTION 14.Successors and Assigns.  This Guaranty is for the benefit of the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Sole Lead Arranger, the Sole Book Runner and the Lenders and their respective successors and permitted assigns and in the event of an assignment of any amounts payable under the Credit Agreement, any Note, or the other Loan Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be transferred with such indebtedness. This Guaranty shall be binding upon each of the Subsidiary Guarantors and their respective successors and permitted assigns.

SECTION 15.Changes in Writing.  Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Subsidiary Guarantors and the Administrative Agent with the consent of the Required Lenders.

SECTION 16.Costs of Enforcement.  Each of the Subsidiary Guarantors agrees to pay all costs and expenses including, without limitation, all court costs and attorneys' fees and expenses paid or incurred by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender or any Affiliate of any Lender in endeavoring to collect all or any part of the Guaranteed Obligations from, or in prosecuting any action against, the Parent, the US Borrower, the Subsidiary Guarantors or any other guarantor of all or any part of the Guaranteed Obligations.

SECTION 17.GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.  THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS.  EACH OF THE SUBSIDIARY GUARANTORS HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN HARRIS COUNTY, TEXAS AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY (INCLUDING, WITHOUT LIMITATION, ANY

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OF THE OTHER LOAN DOCUMENTS) OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH OF THE SUBSIDIARY GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE SUBSIDIARY GUARANTORS, AND THE ADMINISTRATIVE AGENT, THE LC ISSUERS, THE SWING LINE LENDER AND THE LENDERS ACCEPTING THIS GUARANTY, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 18.Taxes, etc.  All payments required to be made by any of the Subsidiary Guarantors hereunder shall be made without setoff or counterclaim and free and clear of and without deduction or withholding for or on account of, any present or future Taxes and Other Taxes, provided, however, that if any of the Subsidiary Guarantors is required by law to make such deduction or withholding, such Subsidiary Guarantor shall forthwith (i) pay to the Administrative Agent or any Lender, as applicable, such additional amount as results in the net amount received by the Administrative Agent or any Lender, as applicable, equaling the full amount which would have been received by the Administrative Agent or any Lender, as applicable, had no such deduction or withholding been made, (ii) pay the full amount deducted to the relevant authority in accordance with applicable law, and (iii) furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.

SECTION 19.Setoff.  Without limiting the rights of the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Lenders under applicable law, if all or any part of the Guaranteed Obligations is then due, whether pursuant to the occurrence of a Default or otherwise, then the Guarantor authorizes the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders to apply any sums standing to the credit of the Guarantor with the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender or any Lending Installation of the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender toward the payment of the Guaranteed Obligations. The Administrative Agent, the L/C Issuer, the Swing Line Lender or such Lender (or such Affiliate of such Lender) shall use reasonable commercial efforts to notify the Borrowers of the exercise of such setoff rights promptly after the exercise thereof, provided that the failure to give such notice shall not affect the validity of the exercise of such setoff rights.

SECTION 20.Foreign Currency.  The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential.  That currency or those currencies are also the currency of account and payment under this Guaranty.  If any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's

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principal office in the Dollar Equivalent and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's Office on the Business Day preceding that on which final, non-appealable, judgment is given.  The obligations of the Guarantors in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency.  If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

[Signature pages follow]

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IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Guaranty to be duly executed, under seal, by its authorized officer as of the day and year first above written.

CORE LABORATORIES LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

      Richard L. Bergmark

      Treasurer

Address:               6316 Windfern

Houston, Texas 77040

Telephone:  713-328-2101

Fax:  713-328-2151

CORE LABORATORIES SALES N.V., a Curaçao limited liability company

By:                                                                       

Paul W. Ritchie

Managing Director

Address:               Ara Hill Top Building, Office A-11

Pletterijweg Oost 1

Curaçao

Telephone: 599 9 461 3448

Fax:  599 9 431 4032

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CORE LABORATORIES CANADA LTD., an Alberta, Canada corporation

By:                                                                       

Stephen J. Lee

Director

Address:                 2810-12th Street N.E.

Calgary, Canada

T2E7P7

Telephone: 403-250-4000

Fax:                 403-250-4085

CORE LABORATORIES (U.K.) LIMITED, a company organized under the laws of England and Wales

By:                                                                       

George Bruce

Director

Address:                 Pellipar House 1st Floor

9 Cloak Lane

London, England

EC4R 2RU

Telephone: 44 1224-421000

Fax:                 44 1224 421003

SAYBOLT LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

      Richard L. Bergmark

      Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit G to Fifth Amended and Restated Credit Agreement

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OWEN OIL TOOLS LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

      Richard L. Bergmark

      Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit G to Fifth Amended and Restated Credit Agreement

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EXHIBIT H-1

FORM OF US OPINION

(SEE ATTACHED)

Exhibit H-1 to Fifth Amended and Restated Credit Agreement

-1-

EXHIBIT H-2

FORM OF DUTCH OPINION

(SEE ATTACHED)

Exhibit H-2 to Fifth Amended and Restated Credit Agreement

-1-

EXHIBIT H-3

FORM OF CURAÇAO OPINION

(SEE ATTACHED)

Exhibit H-3 to Fifth Amended and Restated Credit Agreement

-1-

EXHIBIT H-4

FORM OF CANADIAN OPINION

(SEE ATTACHED)

Exhibit H-4 to Fifth Amended and Restated Credit Agreement

-1-

EXHIBIT H-5

FORM OF UK OPINION

(SEE ATTACHED)

Exhibit H-5 to Fifth Amended and Restated Credit Agreement

-1-

EXHIBIT I

FORM OF

INTERCOMPANY SUBORDINATION AGREEMENT

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Subordination Agreement"), dated as of December 17, 2010 is made by Core Laboratories N.V., a Netherlands limited liability company (the "Parent"), and the other Persons listed on the signature pages hereof (the Parent and said other Persons sometimes referred to herein individually as a "Debtor" or a "Subordinated Creditor" and collectively as the "Debtors" or the "Subordinated Creditors") in favor of Bank of America, N.A., in its capacity as administrative agent, a lender (the "Administrative Agent") a Swing Line Lender and the L/C Issuer, and the lenders (the "Lenders") from time to time party to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010 (as it may hereafter be amended, supplemented or otherwise modified from time to time being, the "Credit Agreement"), among the Parent, Core Laboratories LP, a Delaware limited partnership, the Lenders, the Administrative Agent as administrative agent, Swing Line Lender and as the L/C Issuer.  Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.

PRELIMINARY STATEMENTS

Each Debtor is now or may hereafter be indebted or otherwise obligated to one or more of the Subordinated Creditors in various amounts and may hereafter from time to time become further indebted or otherwise obligated, as the case may be, to one or more of the Subordinated Creditors; and each Debtor's indebtedness now or hereafter existing (whether created directly or acquired by assignment or otherwise and howsoever evidenced) to any Subordinated Creditor, and interest and premiums, if any, thereon and other amounts payable in respect thereof, are herein referred to as "Subordinated Debt."  It is a condition precedent to the making of the Loans and other extensions of credit by the Lenders under the Credit Agreement that each Subordinated Creditor shall have executed and delivered this Subordination Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and other extensions of credit under the Credit Agreement, including the issuance of letters of credit by the L/C Issuer, the parties hereto agree as follows:

Section 1.Agreement to Subordinate.  Each Subordinated Creditor (with respect to Subordinated Debt owed to it) and each Debtor (with respect to Subordinated Debt owed by it) agree that all Subordinated Debt is and shall be subordinate, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all obligations of the Debtor now or hereafter existing under the Credit Agreement, the Notes and the other Loan Documents (other than this Subordination Agreement), including any extensions, modifications, substitutions, amendments, amendments and restatements, and renewals thereof, whether for principal, interest (including interest accruing after the filing of a petition initiating any proceedings referred to in Section 3(a) of this Subordination Agreement), fees, expenses or otherwise (all such obligations being referred to herein collectively as the "Obligations").

Section 2.No Payment on the Subordinated Debt.   Each Subordinated Creditor (with respect to Subordinated Debt owed to it) agrees not to ask, demand, sue for, take or receive from

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any Debtor, directly or indirectly, in cash or other property or by set-off or in any other manner (including, without limitation, from or by way of collateral), payment of all or any of the Subordinated Debt unless and until the Obligations shall have been paid in full; provided, however, that each Subordinated Creditor may receive and each Debtor may make payments in respect of the Subordinated Debt if, at the time of making such payment and immediately after giving effect thereto no Default shall have occurred and be continuing or will result from the making of any such payment.  For the purposes of this Subordination Agreement, the Obligations shall not be deemed to have been paid in full until such time as the Lenders have no further commitments to make Loans, nor the L/C Issuer to issue letters of credit, under the Credit Agreement, the holders or owners of the Obligations have received indefeasible payment in full of all of the Obligations (other than indemnification obligations and other similar obligations that survive the termination of the Loan Documents but which have not yet accrued or arisen as of such time ("Limited Indemnification Obligations")) in cash, and all Letters of Credit have terminated.

Section 3.In Furtherance of Subordination.  Each Subordinated Creditor (with respect to Subordinated Debt owed to it) agrees as follows:

(a)Upon any distribution of all or any of the assets of any Debtor to creditors of such Debtor upon the dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of such Debtor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Debtor or otherwise, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be paid or delivered directly to the Administrative Agent for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of all or any part of the Obligations in such order and manner as the Administrative Agent and the Majority Lenders may determine until the Obligations (other than the Limited Indemnification Obligations) shall have been paid in full.

(b)If any proceeding referred to in subsection (a) above is commenced by or against a Debtor:

(i)the Administrative Agent is hereby irrevocably authorized and empowered (in its own name or in the name of each Subordinated Creditor of such Debtor or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting all Subordinated Debt or enforcing any Lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and the Lenders hereunder; and

(ii)each Subordinated Creditor shall duly and promptly take such action as the Administrative Agent may reasonably request (A) to collect the Subordinated Debt owing to such Subordinated Creditor for the account of the Administrative Agent and the Lenders and to file appropriate claims or proofs of claim in respect of such Subordinated Debt,

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(B) to execute and deliver to the Administrative Agent such powers of attorney, assignments, or other instruments as they may reasonably request in order to enable them to enforce any and all claims with respect to, and any Liens securing payment of, the Subordinated Debt, and (C) to collect and receive, for the account of the Administrative Agent and the Lenders, any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt.

(c)All payments or distributions upon or with respect to the Subordinated Debt which are received by a Subordinated Creditor contrary to the provisions of this Subordination Agreement shall be received in trust for the benefit of the Administrative Agent and the Lenders, shall be segregated from other funds and property held by such Subordinated Creditor, and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied in whole or in part by the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders against, all or any part of the Obligations in such order and manner as the Administrative Agent may determine.

(d)The Administrative Agent is hereby authorized to demand specific performance of this Subordination Agreement, whether or not a Debtor shall have complied with any of the provisions hereof applicable to it, at any time when a Subordinated Creditor shall have failed to comply with any of the provisions of this Subordination Agreement applicable to it.  To the fullest extent permitted by law, each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Section 4.No Commencement of Any Proceeding.  Each Subordinated Creditor (in its capacity as such, but not in its capacity as a Debtor) agrees that, so long as any of the Obligations (other than the Limited Indemnification Obligations) shall remain unpaid, any Lender has any commitment to make Advances or the L/C Issuer to issue letters of credit under the Credit Agreement, it will not commence, nor join with any creditor in commencing, any proceeding referred to in Section 3(a) hereof unless the Administrative Agent is included in such group.

Section 5.Confirmation of Waiver of Rights of Subrogation.  Each Subordinated Creditor agrees that no payment or distribution to the Administrative Agent pursuant to the provisions of this Subordination Agreement shall entitle a Subordinated Creditor to exercise any rights of subrogation in respect thereof until the Obligations (other than the Limited Indemnification Obligations) shall have been fully and finally paid and performed and the Aggregate Commitments terminated.  It is understood by the parties hereto that the foregoing waiver of the exercise of any right of subrogation by the Subordinated Creditors shall in no event be deemed to be an irrevocable waiver of such right of subrogation, but shall be effective only until the Obligations (other than the Limited Indemnification Obligations) shall have been fully and finally paid and performed and the Total Commitments terminated.

Section 6.Further Assurances. Each Subordinated Creditor (with respect to Subordinated Debt owing to it) and each Debtor (with respect to Subordinated Debt owed by it) will, at its expense and at any time and from time to time, promptly execute and deliver all

Exhibit I to Fifth Amended and Restated Credit Agreement

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further instruments and documents, and take all further action, that may be necessary, or that the Administrative Agent may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder.

Section 7.No Change in or Disposition of Subordinated Debt.  Each Subordinated Creditor agrees that it shall not, without the prior written consent of the Administrative Agent:

(a)cancel or otherwise discharge any of the Subordinated Debt (except for payments made in accordance with Section 2) or subordinate any of the Subordinated Debt to any indebtedness other than the Obligations; or

(b)except, in each case, as permitted by the Credit Agreement, sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Debt.

Section 8.Agreements by Each Debtor.

(a)Each Debtor agrees that it will not make any payment of any of the Subordinated Debt under which it is indebted, or take any other action, in contravention of the provisions of this Subordination Agreement.

(b)Each Debtor agrees that upon request of the Administrative Agent it will promptly deliver to the Administrative Agent a schedule setting forth all Subordinated Debt under which it is indebted as of the date of such request.

Section 9.Obligations Hereunder Not Affected.  To the maximum extent permitted by applicable law, all rights and interests of the Administrative Agent and the Lenders hereunder, and all agreements and obligations of each Subordinated Creditor and each Debtor under this Subordination Agreement, shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of the Credit Agreement, the Notes, or any other Loan Document, or any agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to or departure from the Credit Agreement, the Notes or any other Loan Document;

(c)any enforcement of any Loan Document, including the taking, holding or sale of any property or interests in property, now owned or hereafter acquired by the Parent, the US Borrower, or any of their respective Subsidiaries, the Guarantors or any of their Subsidiaries in or upon which a Lien is granted or purported to be granted, if any, or any termination or release of same;

(d)any refusal of payment by the Administrative Agent or any Lender, in whole or in part, from any obligor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Subordinated Creditor; or

Exhibit I to Fifth Amended and Restated Credit Agreement

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(e)any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Debtor or a Subordinated Creditor or third party guarantor or surety.

(f)This Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Administrative Agent, any Lender or any other Person upon the insolvency, bankruptcy or reorganization of a Debtor or otherwise, all as though such payment had not been made.

Section 10.Waiver.

(a)To the maximum extent permitted by applicable law, each Subordinated Creditor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Subordination Agreement and any requirement that the Administrative Agent or any Lender exhaust any right or take any action against a Debtor or any other Person.

(b)Each Subordinated Creditor hereby waives any right to require the Administrative Agent, the Lenders or any other Person to proceed against the Parent, the Guarantors or any of their respective Subsidiaries or any other Person, or pursue any other remedy in the power of the Administrative Agent, the Lenders or any other Person.

Section 11.[Intentionally Blank]

Section 12.Amendments, Etc.  No amendment or waiver of any provision of this Subordination Agreement nor consent to any departure by a Subordinated Creditor or by a Debtor therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 13.Expenses.  Each Subordinated Creditor and each Debtor jointly and severally agrees to pay, within five (5) Business Days after demand, to the Administrative Agent and each Lender the amount of any and all reasonable costs and expenses (including reasonable attorneys' fees and costs) incurred by each of them after a Default in connection with the exercise or enforcement of any of the rights or interests of the Administrative Agent or the Lenders hereunder.

Section 14.Addresses for Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party:  (i) in the case of a Subordinated Creditor or a Debtor, at its address or facsimile number set forth on the signature pages hereof and to the address or facsimile of the Parent, addressed to such Subordinated Creditor or Debtor at the number set forth on the signature pages hereof, (ii) in the case of the Administrative Agent or any Lender, at its address or facsimile number set forth below its signature to the Credit Agreement (iii) in the case of any party, at such other address or facsimile number as such party

Exhibit I to Fifth Amended and Restated Credit Agreement

-5-

may hereafter specify for the purpose by notice to the Administrative Agent and the Borrowers in accordance with the provisions of Section 15.1 of the Credit Agreement.  Each such notice, request or other communication shall be effective (x) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (y) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (z) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified pursuant to this Section.

Section 15.No Waiver; Remedies.  No failure on the part of the Administrative Agent or any Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided as cumulative and not exclusive of any remedies provided by law.

Section 16.Continuing Agreement; Assignments under Credit Agreement.  This Subordination Agreement is a continuing agreement and shall remain in full force and effect until such time as the Lenders have no further commitment to lend, or issue letters of credit, under the Credit Agreement and the Obligations shall have been paid irrevocably in full in cash (other than the Limited Indemnification Obligations), be binding upon each Subordinated Creditor, each Debtor and their respective successors and assigns, and inure to the benefit of and be enforceable by the Administrative Agent and the Lenders and its and their respective successors, permitted transferees and permitted assigns.  Without limiting the generality of the foregoing clause, the Administrative Agent and the Lenders may assign or otherwise transfer in accordance with the Credit Agreement all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments and the Obligations owed to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Administrative Agent and/or the Lenders, as applicable, herein or otherwise.

Section 17.Counterparts.  This Subordination Agreement may be signed 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.  This Subordination Agreement shall become effective as to each party hereto when a counterpart hereof shall have been signed by such party.

Section 18.GOVERNING LAW AND JURISDICTION.  THIS SUBORDINATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.

[Signature pages follow]

Exhibit I to Fifth Amended and Restated Credit Agreement

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IN WITNESS WHEREOF, each Subordinated Creditor and each Debtor has caused this Subordination Agreement to be duly executed and delivered by its officers thereunto duly authorized as of the date first above written.

CORE LABORATORIES N.V., a Netherlands limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By:                                                                       

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

Address:                 424 Herengracht

1017 BZ Amsterdam

The Netherlands

Telephone:  +1 31 20 420-3191

Fax:             +1 31 20 717-1347

CORE LABORATORIES LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit I to Fifth Amended and Restated Credit Agreement

-7-

CORE LABORATORIES SALES N.V., a Curaçao limited liability company

By:                                                                       

Paul W. Ritchie

Managing Director

Address:                 Ara Hill Top building, Office A-11

Pletterijweb Oost 1

Curaçao

Telephone: 599 9 461 3448

Fax:                 599 9 431 4032

CORE LABORATORIES CANADA LTD., an Alberta, Canada corporation

By:                                                                       

Stephen J. Lee

Director

Address:                 2810-12th Street N.E.

Calgary, Canada

T2E7P7

Telephone: 403-250-4000

Fax:                 403-250-4085

CORE LABORATORIES (U.K.) LIMITED, a company organized under the laws of England and Wales

By:                                                                       

George Bruce

Director

Address:                 Pellipar House 1st Floor

9 Cloak Lane

London, England

EC4R 2RU

Telephone: 44 1224-421000

Fax:                 44 1224 421003

Exhibit I to Fifth Amended and Restated Credit Agreement

-8-

SAYBOLT LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

OWEN OIL TOOLS LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit I to Fifth Amended and Restated Credit Agreement

-9-

EXHIBIT J

FORM OF

CONTRIBUTION AND INDEMNITY AGREEMENT

This Contribution and Indemnity Agreement (this "Agreement") is made and entered into, effective as of this day December 17, 2010 among Core Laboratories, N.V., a Netherlands limited liability company (the "Parent"), Core Laboratories LP, a Delaware limited partnership (the "US Borrower", and together with the Parent, the "Borrowers") and the other undersigned parties, which parties are Guarantors under the Credit Agreement, as that term is defined below (collectively, and including the Parent, and the US Borrower, the "Guarantors").

R E C I T A L S

I.The Borrowers, Bank of America, N.A., as the Administrative Agent, a Swing Line Lender, the L/C Issuer and as a lender and along with any other lenders from time to time a party thereto, (the "Lenders") have entered into that Fifth Amended and Restated Credit Agreement dated as of even date herewith (the "Credit Agreement") pursuant to which, upon the terms and conditions stated therein, the Lenders agreed to make Loans and the L/C Issuer agreed to issue letters of credit to the Borrowers.

II.The Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery of this Agreement by each of the Guarantors, and each Guarantor has requested the other Guarantors to agree hereto as a further inducement to the execution of the Guaranty.

III.Of even date herewith, the Guarantors (including the Parent and the US Borrower) have executed and delivered a Guaranty (the "Guaranty") pursuant to which each Guarantor has guaranteed the Obligations as set forth therein (the "Guaranteed Obligations").

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A.Each capitalized term used, but not defined, herein shall have the meaning assigned such term in, or by reference in, the Credit Agreement or the relevant Guaranty as applicable.

B.1.           If any Guarantor makes a payment in respect of the Obligations, it shall be subrogated to the rights of the Lenders (or any other payee) against the Parent and the US Borrower, as appropriate, with respect to such payment and shall have the rights of contribution set forth below against the other Guarantors; provided that such Guarantor shall not enforce its rights to any payment by way of subrogation or by exercising its rights of contribution until all the Obligations (other than indemnification obligations and other similar obligations that survive the termination of the Loan Documents but which have not yet accrued or arisen as of such time ("Limited Indemnification Obligations")) shall have been paid in full.  If any Guarantor makes a payment in respect of the Guaranteed Obligations so that the amount of its then current Net Payments is less than the amount of its then current Contribution Obligation, any Guarantor making such proportionately smaller payment shall, when permitted by the preceding sentence,

Exhibit J to Fifth Amended and Restated Credit Agreement

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pay to the other Guarantors an amount such that the Net Payments made by the Guarantors in respect of the Obligations shall be shared among the Guarantors pro rata in proportion to their respective Contribution Percentage.  If any Guarantor receives any payment by way of subrogation or contribution so that the amount of its then current Net Payments is greater than the amount of its then current Contribution Obligation, the Guarantor receiving such proportionately greater payment shall, when permitted by the second preceding sentence, pay to the other Guarantors an amount such that the Net Payments received by the Guarantors shall be shared among the Guarantors pro rata in proportion to their respective Contribution Percentage.  If any Guarantor makes a payment in respect of the Obligations so that the amount of its then current Net Payments is greater than the amount of its then current Contribution Obligation, any Guarantor making such proportionately larger payment shall, when permitted by the third preceding sentence, receive from the other Guarantors an amount such that the Net Payments made by the Guarantors in respect of the Obligations shall be shared among the Guarantors pro rata in proportion to their respective Contribution Percentage.

2.As used herein, the term "Contribution Obligation" shall mean an amount equal, at any time and from time to time and for each respective Guarantor, to the product of (i) such Guarantor's Contribution Percentage, times (ii) the sum of all payments made previous to or at the time of calculation by all Guarantors in respect of the Obligations (less the amount of any such payments previously returned to any Guarantor by operation of law or otherwise, but not including payments received by any Guarantor by way of its rights of subrogation and contribution hereunder).  Notwithstanding anything to the contrary contained in this Section or in this Agreement, no liability or obligation of any Guarantor that shall accrue pursuant to this Agreement shall be paid nor shall it be deemed owed pursuant to this Agreement until all of the Obligations (other than the Limited Indemnification Obligations) shall be paid in full.

3.As used herein, the term "Net Payments" shall mean an amount equal, at any time and from time to time and for each respective Guarantor, to the difference of (i) the sum of all payments made previous to or at the time of calculation by such Guarantor in respect of the Obligations and in respect of its obligations contained in this Agreement, less (ii) the sum of all such payments previously returned to such Guarantor by operation of law or otherwise and including payments received by such Guarantor by way of its rights of subrogation and contribution hereunder.

4.As used herein, the term "Contribution Percentage" shall mean, for any applicable date as of which such percentage is being determined an amount equal to the quotient of (i) the Net Worth of such Guarantor as of such date divided by (ii) the sum of the Net Worth of all the Guarantors as of such date.

5.As used herein, the term "Net Worth" shall mean for any Guarantor, calculated on and as of any applicable date on which such amount is being determined, the difference between (i) the sum of all such Guarantor's property (other than its equity interest in another Guarantor), at a fair valuation as of such date, minus (ii) the sum of all such Guarantor's debts, at a fair valuation as of such date, excluding the Guaranteed Obligations.

C.Each party hereto represents and warrants to each other party hereto and to their respective successors and permitted assigns that the execution, delivery and performance by such

Exhibit J to Fifth Amended and Restated Credit Agreement

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party of this Agreement (i) are within such party's powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental authority, except, in each case, to the extent that such failure to act or to make such filing could not reasonably be expected to have a Material Adverse Effect, and (ii) do not contravene, or constitute a default under, any provision of any applicable governmental requirement or of the certificate or articles of incorporation, bylaws or partnership agreement, as applicable of such party or of any other agreement, judgment, injunction, order, decree or other instrument binding upon such party or result in the creation or imposition of any Lien on any asset of such party except, in each case, to the extent that such contravention or default act could not reasonably be expected to have a Material Adverse Effect.

D.No failure or delay by any Guarantor in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies provided shall be cumulative and non-exclusive of any rights or remedies provided by law.

E.Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the parties hereto and consented to by the Required Lenders pursuant to the Credit Agreement, if applicable.

F.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

G.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, AND TO THE EXTENT APPLICABLE, THE LAWS OF THE UNITED STATES OF AMERICA.

H.EACH PERSON HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

I.ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY TEXAS STATE COURT LOCATED IN HARRIS COUNTY, OR ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID

Exhibit J to Fifth Amended and Restated Credit Agreement

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COURTS.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, BUT NOT LIMITED TO, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

J.This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall become effective when a counterpart hereof shall have been signed by all the parties hereto.

K.This Agreement constitutes the entire agreement among the parties in regard to the subject matter set forth herein and may not be modified by prior or simultaneous oral agreement.

[Signature pages follow]

Exhibit J to Fifth Amended and Restated Credit Agreement

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

BORROWERS:

CORE LABORATORIES N.V., a Netherlands limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By:                                                                       

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

Address:                 424 Herengracht

1017 BZ Amsterdam

The Netherlands

Telephone:  +1 31 20 420-3191

Fax:             +1 31 20 717-1347

CORE LABORATORIES LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit J to Fifth Amended and Restated Credit Agreement

-5-

GUARANTORS:

CORE LABORATORIES N.V., a Netherlands limited liability company

By:  Core Laboratories International B.V., its sole Managing Director

By:                                                                        

Jan Willem Sodderland

Managing Director of Core Laboratories International B.V.

Address:                 424 Herengracht

1017 BZ Amsterdam

The Netherlands

Telephone:  +1 31 20 420-3191

Fax:             +1 31 20 717-1347

CORE LABORATORIES LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

CORE LABORATORIES SALES N.V., a Curaçao limited liability company

By:                                                                       

Paul W. Ritchie

Managing Director

Address:                 Ara Hill Top Building, Office A-11

Pletterijweg Oost 1

Curaçao

Telephone: 599 9 461 3448

Fax:                 599 9 431 4032

Exhibit J to Fifth Amended and Restated Credit Agreement

-6-

CORE LABORATORIES CANADA LTD., an Alberta, Canada corporation

By:                                                                       

Stephen J. Lee

Director

Address:                 2810-12th Street N.E.

Calgary, Canada

T2E7P7

Telephone: 403-250-4000

Fax:                 403-250-4085

CORE LABORATORIES (U.K.) LIMITED, a company organized under the laws of England and Wales

By:                                                                       

George Bruce

Director

Address:                 Pellipar House 1st Floor

9 Cloak Lane

London, England

EC4R 2RU

Telephone: 44 1224-421000

Fax:                 44 1224 421003

SAYBOLT LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit J to Fifth Amended and Restated Credit Agreement

-7-

OWEN OIL TOOLS LP, a Delaware limited partnership

By:  Core Laboratories LLC, its General Partner

By:                                                                       

Richard L. Bergmark

Treasurer

Address:                 6316 Windfern

Houston, Texas 77040

Telephone: 713-328-2101

Fax:                 713-328-2151

Exhibit J to Fifth Amended and Restated Credit Agreement

-8-

EX-31.1

Certification

 Exhibit 31.1

I, David M. Demshur, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Core Laboratories N.V. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: April 21, 2011	By:	/s/ David M. Demshur
		David M. Demshur
		Chief Executive Officer

EX-31.2

Certification

Exhibit 31.2

I, Richard L. Bergmark, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Core Laboratories N.V. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date: April 21, 2011	By:	/s/ Richard L. Bergmark
		Richard L. Bergmark
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of

Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, David M. Demshur, Chief Executive Officer of Core Laboratories N.V. (the "Company"), hereby certify that the accompanying Annual Report on Form 10-K/A for the year ended December 31, 2010, filed by the Company with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, (the "Report").

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 21, 2011	/s/ David M. Demshur
	Name: David M. Demshur
	Title: Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of

Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Richard L. Bergmark, Chief Financial Officer of Core Laboratories N.V. (the "Company"), hereby certify that the accompanying Annual Report on Form 10-K/A for the year ended December 31, 2010, filed by the Company with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, (the "Report").

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 21, 2011	/s/ Richard L. Bergmark
	Name: Richard L. Bergmark
	Title: Chief Financial Officer