Lehman Brothers Inc., acting as Agent
Lehman Brothers OTC Derivatives Inc., acting as
Principal
Attention: Transaction Management Group
Telephone: (212) 526-9986
Facsimile: (646) 885-9546
November 15, 2006
Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
Attn: General Counsel
Telephone: (713) 328-2673
Facsimile: (713) 328-2152
Re: Convertible Senior Note Hedge
Transaction Amendment
This letter agreement (the "
Amendment ") amends the terms and conditions of the
Transaction (the " Transaction ") entered into between
Lehman Brothers OTC Derivatives Inc. (" Dealer ")
represented by Lehman Brothers Inc. (" Agent ") as its
agent, and Core Laboratories LP (" Counterparty "), pursuant
to a letter agreement dated October 31, 2006 (the "
Confirmation ") pursuant to which Counterparty purchased
from Dealer a Number of Options equal to 250,000 in connection with
the issuance by Counterparty of USD 250,000,000 principal amount of
0.25% Senior Exchangeable Notes due 2011 (the " Initial
Convertible Notes "). This Amendment is being entered into in
connection with the issuance by Counterparty of an additional USD
50,000,000 principal amount of 0.25% Senior Exchangeable Notes due
2011 (the " Additional Convertible Notes ", and together
with the Initial Convertible Notes, the " Convertible Notes
") to the initial purchasers of the Convertible Notes.
Upon the effectiveness of this
Amendment, all references in the Confirmation to the "Transaction"
shall be deemed to be to the Transaction, as amended hereby.
Capitalized terms used herein without definition shall have the
meanings assigned to
