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EXHIBIT 10.6
AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), effective as of July 22, 1999, is entered into by and among CORE
LABORATORIES N.V., a Netherlands limited liability company (the "Parent"), CORE
LABORATORIES, INC., a Delaware corporation (the "US Borrower" and together with
the Parent the "Borrowers"), the Subsidiaries of the Borrowers (together with
their respective successors and assigns) designated under the Credit Agreement
or this Amendment as Guarantors, the banks named on the signature pages hereto
(together with their respective successors and assigns in such capacity, the
"Banks"), BANKERS TRUST COMPANY, as the administrative agent for the Banks
(together with its successors and assigns in such capacity, the "Administrative
Agent"), and BANK OF AMERICA, N.A., successor by merger to NATIONSBANK, N.A., as
the syndication agent for the Banks (together with its successors and assigns in
such capacity, the "Syndication Agent" and, together with the Administrative
Agent, the "Agents"), and as the issuing bank with respect to the Letters of
Credit issued hereunder (together with its successors and assigns in such
capacity, the "Issuing Bank"). Unless otherwise defined herein, all capitalized
terms used herein are as defined in the hereafter-referenced Credit Agreement.
WHEREAS, the Borrowers and certain Subsidiaries of the
Borrowers, as Guarantors, the Agents and the Banks have executed that certain
Amended and Restated Credit Agreement dated as of July 18, 1997 (as it may be
amended, extended, supplemented or amended and restated from time to time, the
"Credit Agreement").
WHEREAS, pursuant to the Credit Agreement, (a) the Banks
agreed to provide (i) the Parent with a $55,000,000 term loan facility (the
"Tranche A Loan") and the Equivalent in Dutch Guilders of a $5,000,000 revolving
credit facility (the "Guilder Revolving Loans"), (ii) the US Borrower with a
$50,000,000 revolving credit facility providing for letters of credit and
revolving loans (the "Dollar Revolving Loans") and (iii) the UK Borrower with
the Equivalent in Pounds Sterling of a $15,000,000 term loan facility (the
"Tranche B Loan") and (b) the Guilder Swing Line Banks agreed to provide the
Equivalent in Dutch Guilders of a $5,000,000 revolving credit facility (the
"Guilder Swing Line Loan").
WHEREAS, in connection with the Credit Agreement, the
Borrowers executed Pledge Agreements granting security interests and liens on
all of the Collateral subject thereto in favor of the Administrative Agent for
the benefit of the Bank Group.
WHEREAS, the Borrowers have now requested that (a) the Tranche
A Loan, the Tranche B Loan and the Guilder Swing Line Loan be repaid in full
with a portion of the proceeds of certain Indebtedness described in Section
6.01(g) to be incurred by the U.S. Borrower and to terminate the Commitment of
the relevant Banks to make such Loans, (b) the Total Dollar Revolving Commitment
be increased from $50,000,000 to $95,000,000, (c) that the Guilder Revolving
Loan Bank solely provide the Guilder Revolving Commitment, (d) that a Dollar
Swing Line Loan be
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added and (e) that the Collateral (except for the Subsidiaries' Guaranties)
securing the Obligations be released.
WHEREAS, the Banks and the Agents have agreed to do so to the
extent reflected in this Amendment provided that each of the Parent, the US
Borrower and each Guarantor ratifies and confirms all of its respective
obligations under the Credit Agreement and the Loan Documents and agrees to make
certain other amendments as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement. The following
provisions of the Credit Agreement are hereby modified as follows:
a. Section 2.01 - Amendment. (i) Section 2.01(a) is
hereby deleted in its entirety and the following is substituted
therefor:
"Section 2.01 Commitments. (a) Tranche A Loan. The
parties hereby acknowledge and agree that, as of the date of
the Amendment, the Banks no longer have any obligation or
liability to make any Tranche A Loans (as defined by the
Credit Agreement prior to the Amendment) and all Tranche A
Loans shall be repaid simultaneously with the execution of the
Amendment. Accordingly, the parties further agree that, as of
the date of the Amendment, the Tranche A Commitment of each of
the Banks is hereby fully, finally and irrevocably terminated.
All references in the Credit Agreement to Tranche A Loans and
related matters are no longer applicable from the date of the
Amendment. Notwithstanding the foregoing, the Parent and the
Guarantors shall continue to be liable for the repayment of
any Tranche A Loans outstanding until the full and final
repayment thereof."
(ii) Section 2.01(b) is hereby deleted in its entirety and the
following is substituted therefore:
"(b) Tranche B Loan. The parties hereby acknowledge and
agree that, as of the date of the Amendment, the Banks no
longer have any obligation or liability to make any Tranche B
Loans (as defined by the Credit Agreement prior to the
Amendment) and all Tranche B Loans shall be repaid
simultaneously with the execution of the Amendment.
Accordingly, the parties further agree that, as of the date of
the Amendment, the Tranche B Commitment of each of the Banks
is hereby fully, finally and irrevocably terminated. All
references in the Credit Agreement to Tranche B Loans and
related matters are no longer applicable from the date of the
Amendment. Notwithstanding the foregoing, the UK Borrower and
the Guarantors
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shall continue to be liable for the repayment of any Tranche B
Loans outstanding until the full and final repayment thereof."
(iii) Section 2.01(d) is hereby deleted in its entirety and
the following is substituted therefor:
"(d) Guilder Revolving Loans. The Guilder Revolving
Loan Bank agrees, on the terms and conditions hereinafter set
forth, to make one or more loans (each a "Guilder Revolving
Loan") to the Parent from time to time on any Business Day,
from the date of the Amendment up to but excluding the
Termination Date, in an aggregate amount outstanding not to
exceed the Guilder Revolving Loan Bank's Guilder Revolving
Commitment. All Guilder Revolving Loans (i) subject to Section
2.13(a) shall be made and repaid in Guilders or Euros, (ii)
made and maintained as Eurocurrency Rate Loans and (iii) may
be repaid and reborrowed in the same manner as Dollar
Revolving Loans."
(iv) Section 2.01(e) is hereby deleted in its entirety and the
following is substituted therefor:
"(e) Guilder Swing Line Loans. The parties hereby
acknowledge and agree that as of the date of the Amendment the
Guilder Swing Line Banks no longer have any obligation or
liability to make any Guilder Swing Line Loans (as defined by
the Credit Agreement prior to this Amendment) and all Guilder
Swing Line Loans shall be repaid simultaneously with the
execution of the Amendment. Accordingly, the parties further
agree that as of the date of the Amendment each Guilder Swing
Line Commitment is hereby fully, finally and irrevocably
terminated. All references in the Credit Agreement to Guilder
Swing Line Loans and related matters are no longer applicable
from the date of the Amendment. Notwithstanding the foregoing,
the Parent and the Guarantors shall continue to be liable for
the repayment of any Guilder Swing Line Loans outstanding
until the full and final repayment thereof."
(v) A new Section 2.01(h) is hereby added to read as follows:
"(h) Dollar Swing Line Loans. (i) Subject to the terms
and conditions hereof, and in substitution for the Dollar
Revolving Loans described in Section 2.01(c) above, the
Dollar Swing Line Banks agree at any time and from time to
time on and after the date of the Amendment and prior to the
Termination Date, to make swing line loans (each a "Dollar
Swing Line Loan" and collectively, the "Dollar Swing Line
Loans") to the US Borrower in an aggregate principal amount
at any one time outstanding not to exceed $10,000,000. The
Dollar Swing Line Loans shall be made and maintained as Base
Rate Loans and as part of a single Borrowing made by the
Dollar Swing Line Banks on the same day ratably according to
their respective Commitment Percentages for Dollar Swing
Line Loans. Each Borrowing
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of Dollar Swing Line Loans shall be in an aggregate amount not
less than $1,000,000 and in an integral multiple of $200,000
in excess thereof. Within the limits set forth above and
subject to the terms and conditions of this Agreement, the US
Borrower may borrow, repay pursuant to Section 2.06 or prepay
pursuant to Section 2.08 and reborrow under this Section
2.01(h). Funding and maintenance of Dollar Swing Line Loans
shall be in Dollars. Dollar Swing Line Loans shall constitute
"Dollar Revolving Loans" for all purposes hereunder, provided,
they shall be held by the Dollar Swing Line Banks (subject to
sub-clauses (ii) and (iii) below), and provided further, the
Dollar Swing Line Loans shall not be considered a utilization
of the Dollar Revolving Commitment for the purpose of
calculating the Commitment Fee only.
(ii) If a Dollar Swing Line Loan is outstanding more
than five (5) days, or at any time after a Default or an Event
of Default, if 100% of the Dollar Swing Line Banks so decide,
in their sole discretion, they may give notice to the Agent to
require each Bank to make a Dollar Revolving Loan in an amount
equal to such Bank's Commitment Percentage times the
outstanding principal balance of all Dollar Swing Line Loans
(the "Refunded Dollar Swing Line Loan") outstanding on the
date such notice is given; provided that the provision of this
subsection shall not affect the obligation of the US Borrower
to prepay Swing Line Loans in accordance with Section 2.01(h)
and 2.06(e). Upon (A) the delivery of such notice and (B) each
Bank either making a Dollar Revolving Loan or purchasing from
the Dollar Swing Line Banks a pro rata participation in such
Dollar Swing Line Loan as required under Section 2.01(h)(iii),
the Dollar Swing Line Commitments and the Dollar Revolving
Loan Commitments shall be terminated. Unless the Dollar
Revolving Commitments shall have expired or terminated, each
Bank shall make the proceeds of its Dollar Revolving Loan
available to the Agent for the pro rata account of the Dollar
Swing Line Banks on the next Business Day following such
request, in immediately available funds. The proceeds of such
Dollar Revolving Loans shall be immediately applied to repay
the Refunded Dollar Swing Line Loan.
(iii) At any time after a Default or an Event of
Default, if the Dollar Revolving Commitments shall have
expired or be terminated while any Dollar Swing Line Loan is
outstanding, the Banks, shall, notwithstanding the expiration
or termination of the Dollar Revolving Commitments, make a
Dollar Revolving Loan (which shall be deemed a "Revolving
Loan" for all purposes of this Agreement and the other Loan
Documents) and, if any Bank shall not have made its Dollar
Revolving Loans, such Bank shall be deemed, without further
action by any Person, to have purchased from the Dollar Swing
Line Banks a pro rata participation in such Dollar Swing Line
Loan in either case in an amount equal to such Bank's
Commitment Percentage times the outstanding principal balance
of such Dollar Swing Line Loan. The Agent shall notify each
such Bank of the amount of such Dollar Revolving Loan or
participation and such Bank will transfer to the Agent for
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the pro rata account of the Dollar Swing Line Banks on the
next Business Day following such notice, in immediately
available funds, the amount of its Dollar Revolving Loan or
participation.
(iv) If any such Bank shall not have so made its
Dollar Revolving Loan or its percentage participation
available to the Agent pursuant to this Section 2.01(h), such
Bank agrees to pay interest thereon for each day from such
date until the date such amount is paid at the lesser of (1)
the Federal Funds Rate on the date payment is to be made to
the Agent and (2) the Highest Lawful Rate. Whenever, at any
time after the Agent has received from any Bank such Bank's
Dollar Revolving Loan or participating interest in a Dollar
Swing Line Loan, the Agent receives any payment on account
thereof, the Agent will pay to such Bank its participating
interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during
which such Bank's participating interest was outstanding and
funded) which payment shall be subject to repayment by such
Bank if such payment received by the Agent is required to be
returned. Each Bank's obligation to make the Dollar Revolving
Loans or purchase such participating interests pursuant to
this Section 2.01(h) shall be absolute and unconditional and
shall not be affected by any circumstance, including, without
limitation, (A) any set-off, counterclaim, recoupment, defense
or other right which such Bank or any other Person may have
against the Dollar Swing Line Banks or either one of same, the
Agent or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default or an Event of Default
or the termination of Dollar Revolving Commitments; (C) the
occurrence of any Material Adverse Effect; (D) any breach of
this Agreement by any of the Borrowers or any other Bank; or
(E) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. Each Dollar
Swing Line Loan, once so participated by any Bank, shall cease
to be a Dollar Swing Line Loan with respect to that amount for
purposes of this Agreement, but shall continue to be a Dollar
Revolving Loan and be evidenced by such Bank's Dollar
Revolving Note.
(v) In the event that any Dollar Swing Line Bank
incurs any tax, cost or expense of the type described in
Sections 2.11 through 2.14, inclusive, by reason of repaying
or participating a Dollar Swing Line Loan as described in this
Section 2.01(h), the US Borrower shall reimburse such Dollar
Swing Line Bank the full amount of such tax, cost or expense
subject to the terms and conditions herein.
(vi) The US Borrower expressly agrees and
acknowledges that, in respect of each Bank's funded
participation interest in any Dollar Swing Line Loan, such
Bank shall be deemed to be in privity of contract with the US
Borrower and have the same rights and remedies against the US
Borrower under the Loan Documents as if such funded
participation interest in such Dollar Swing Line Loan were a
Dollar Revolving Loan."
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b. Section 2.04 - Amendment. (i) Sections 2.04(a), (b) and (c)
are hereby deleted in their entirety and the following substituted
therefor:
"(a) Omitted
(b) Omitted
(c) The Dollar Revolving Loans made by each Bank
making a Dollar Revolving Loan shall be evidenced by a Dollar
Revolving Note issued to such Bank by the US Borrower (i)
dated the effective date of the Amendment (or such other date
as may be specified in Section 10.02), (ii) payable to the
order of such Bank and (iii) otherwise duly completed."
(ii) Section 2.04(d) is hereby deleted in its entirety and the
following substituted therefor:
"(d) The Guilder Revolving Loans made by the Guilder
Revolving Loan Bank shall be evidenced by a Guilder Revolving
Note issued to the Guilder Revolving Loan Bank by the Parent
(i) dated the effective date of the Amendment (or such other
date as may be specified in Section 10.02), (ii) payable to
the order of the Guilder Revolving Loan Bank and (iii)
otherwise duly completed."
(iii) Section 2.04(e) is hereby deleted in its entirety and
the following substituted therefor:
"(e) The Dollar Swing Line Loans made by each of the
Dollar Swing Line Banks shall be evidenced by a Dollar Swing
Line Note issued to such Dollar Swing Line Bank by the US
Borrower, (i) dated the date of the Amendment (or such other
date as may be specified in Section 10.02), (ii) payable to
the order of such Dollar Swing Line Bank and (iii) otherwise
duly completed."
c. Section 2.06 - Amendment. Section 2.06 is hereby amended by
deleting subsections (a) and (c) thereof in their entirety.
d. Section 2.07 - Amendment. (i) Section 2.07 is hereby
amended by deleting subparagraphs (a)(i) and (a)(ii) thereof and
replacing them with the following:
(i) Base Rate Loans. If such Loan is a Base Rate
Loan, a rate per annum equal at all times to the lesser of (A)
the Highest Lawful Rate and (B) the sum of the Base Rate in
effect from time to time plus, except as set forth below, the
Applicable Margin in effect from time to time for Base Rate
Loans, and unpaid accrued interest on such Loans shall be due
and payable on each payment date and on the date such
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Base Rate Loan shall be paid in full or converted; provided,
that with respect to all Base Rate Loans which are Dollar
Swing Line Loans the rate per annum as set forth in this
Section 2.07(a)(i) less the percentage per annum Commitment
Fee in effect pursuant to Section 2.10.
(ii) Eurocurrency Rate Loans. If such loan is a Eurocurrency
Rate Loan, a rate per annum equal at all times during the
Interest Period for such Loan to the lesser of (A) the Highest
Lawful Rate and (B) the sum of the Eurocurrency Rate for such
Interest Period plus, except as set forth below, the
Applicable Margin in effect as of the first day of such
Interest Period for Eurocurrency Rate Loans, and unpaid
accrued interest on such Loans shall be due and payable the
last day of such Interest Period; provided, in the case of an
Interest Period longer than three months, (i) interest shall
also be paid, and (ii) the Applicable Margin shall change, in
each case, effective as of the date occurring every three
months after the first day of such Interest Period, and on the
date such Eurocurrency Rate Loan shall be paid in full or
Converted.
(iii) Section 2.07 is hereby further amended by deleting
subparagraph (c) thereof and replacing it with the following:
"(c) As used herein, "Applicable Margin" means, and
"Commitment Fee" means, for any day, (subject to Section
2.10), at such time as the Margin Ratio is in one of the
following ranges, the percentage per annum set forth opposite
such Margin Ratio:
Margin Ratio Eurocurrency Base Rate
Margin Margin Commitment Fee
------ ------ --------------
Less than 2.0 to 1.0 1.25% 0% .375%
Equal to or greater than 2.0 to 1.0 1.50% .25% .375%
but less than 2.5 to 1.0
Equal to or greater than 2.5 to 1.0 1.75% .50% .375%
(iv) Section 2.07 is hereby amended by deleting subparagraph
(d) thereof and replacing it with the following:
"(d) For purposes hereof, "Margin Ratio" means, as of
any date, the ratio of (i) the Parent's total consolidated
Indebtedness as of the calendar quarter ending on such date,
to (ii) its consolidated EBITDA for the twelve month period
ending on the last day of such calendar quarter.
The Margin Ratio set forth in the most recent Margin
Ratio Certificate delivered to the Administrative Agent shall,
for purposes of determining the Applicable Margin, be in
effect from the second business day after the date such Margin
Ratio Certificate is delivered (or is required to be
delivered), until the second business day after the next such
Margin Ratio Certificate is delivered (or is required
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to be delivered), with the following exceptions: (a) if the
Administrative Agent in good faith determines that the
calculations of the Margin Ratio reflected in any Margin Ratio
Certificate are manifestly in error, the Administrative Agent
may correct any error and calculate the appropriate Margin
Ratio (and promptly give the Borrowers notice thereof with
supporting documentation and calculations), (b) if the Parent
fails to deliver any Margin Ratio Certificate when due, the
Margin Ratio shall be deemed to be greater than 2.5 to 1.0
until such Margin Ratio Certificate is delivered, and (c) in
the event of the consummation of any merger or acquisition of
a Subsidiary, the Margin Ratio shall be immediately
recalculated on a pro forma, trailing twelve month basis (as
if such Subsidiary had been acquired on the first day of such
twelve (12) month period) and be in effect from such
consummation until the earlier of (1) the second business day
after a new Margin Ratio Certificate is delivered or (2) the
consummation of another merger or acquisition of a
Subsidiary."
e. Section 2.10 - Amendment. Section 2.10 is hereby
amended by adding the following paragraph (d) thereto:
"(d) The Borrowers jointly and severally agree to pay
to the Administrative Agent, for the account of each Bank, a
one-time fee, in Dollars, equal to .25% of all of such Bank's
Commitment existing immediately after the execution of the
Amendment."
f. Section 3.02 - Amendment. Section 3.02 is hereby amended by
modifying the reference in the last line thereof to "Refunded Guilder
Swing Line Loan" to refer to "Refunded Dollar Swing Line Loan."
g. Section 4.16. Section 4.16 is hereby deleted in its
entirety.
h. Section 4.19. Section 4.19 is hereby deleted in its
entirety.
i. Section 4.20. A new Section 4.20 is added to read in its
entirety as follows:
"Section 4.20 Year 2000. All Information Systems and
Equipment material to the operations of the Company or any of
its Subsidiaries are either Year 2000 Compliant, or any
reprogramming, remediation, or any other corrective action,
including the internal testing of all such Information Systems
and Equipment, will be completed by September 30, 1999.
Further, to the extent that such reprogramming/remediation and
corrective action is required, the cost thereof, as well as
the cost of the reasonably foreseeable consequences of failure
to become Year 2000 Compliant, to the Borrowers and their
Subsidiaries (including, without limitation, reprogramming
errors and the failure of other systems or equipment) will not
result in a Default or a Material Adverse Effect."
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j. Section 5.09 - Amendment. Section 5.09 is hereby
deleted and the following substituted therefor:
"Section 5.09 Use of Loans and Letters of Credit. All
Letters of Credit shall be issued for general corporate
purposes consistent with the terms of this Agreement and all
Requirements of Law. The US Borrower will use the proceeds of
all Dollar Revolving Loans for working capital and other
general corporate purposes, including for Capital Expenditures
and Permitted Acquisitions, consistent with the terms of this
Agreement and all Requirements of Law. The Parent will use the
proceeds of the Guilder Revolving Loans (i) for the repayment
of any amounts outstanding under the Guilder Swing Line Loans,
and (ii) for working capital and other general corporate
purposes consistent with the terms of this Agreement and all
Requirements of Law."
k. Section 5.10 - Amendment. Section 5.10 is hereby deleted in
its entirety and the following is substituted therefor:
"Section 5.10 Additional Guarantees. (a) In the event
any Borrower or any of their Subsidiaries, subsequent to the
date of the Amendment, acquires any non-U.S. Subsidiary and
the cash consideration paid for such non-U.S. Subsidiary
exceeds the equivalent of $20,000,000.00, such non-U.S.
Subsidiary shall execute and deliver to the Administrative
Agent a Guaranty Agreement guaranteeing the Obligations on the
same basis as the other Guarantors. In addition, if the gross
revenue or total assets of such non-U.S. Subsidiary exceeds
five percent (5%) of the consolidated gross revenue or total
assets, respectively, of the Parent and its Subsidiaries, or
if any non-U.S. Subsidiary (other than Core Laboratories Sales
N.V. or Core Laboratories Australia Pty. Ltd., which shall be
excluded herefrom) that is not a Credit Party changes in such
a manner that said Subsidiary: (i) has total gross revenue or
total assets constituting five percent (5%) or more of the
consolidated total gross revenue or total assets of the Parent
and all of its Subsidiaries, such Subsidiary upon the written
request of the Majority Banks shall execute and deliver to the
Administrative Agent a Guaranty Agreement guaranteeing the
Obligations on the same basis as the other Guarantors. Except
as otherwise expressly provided herein, all domestic
Subsidiaries shall be Guarantors hereunder at all times."
"(b) If any Subsidiary guarantees the Indebtedness,
or any part thereof, permitted under Section 6.01(g), such
Subsidiary shall immediately, if it has not already done so,
execute and deliver to the Administrative Agent a Guaranty
Agreement guaranteeing the Obligations on the same basis as
the other Guarantors."
l. Section 5.11- Amendment. Section 5.11 is hereby deleted in
its entirety and the following is substituted therefor:
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"Section 5.11 Further Assurances in General. 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 a Borrower or any of its Subsidiaries in the
Loan Documents, including, without limitation, the
accomplishment of any condition precedent that may have been
waived by the Banks prior to the initial Borrowing or Letter
of Credit or any subsequent Borrowings or Letters of Credit."
m. Section 5.13. A new Section 5.13 is added to read in
its entirety as follows:
"Section 5.13 Year 2000. Each Borrower will ensure
that its Information Systems and Equipment are at all times
after September 30, 1999, Year 2000 Compliant, except insofar
as the failure to do so could not reasonably be expected to
result in a Material Adverse Affect, and shall notify the
Administrative Agent and all Banks promptly upon detecting any
failure of the Information Systems and Equipment to be Year
2000 Compliant if same could reasonably be expected to result
in a Material Adverse Effect. In addition, the Borrowers shall
provide the Administrative Agent and all Banks with such
information about its year 2000 computer readiness (including,
without limitation, information as to contingency plans,
budgets and testing results) as the Administrative Agent or
such Banks shall reasonably request."
n. (i) Section 6.01(d) - Amendment. Section 6.01(d) is hereby
deleted in its entirety and the following substituted therefor:
"(d) subject to the limitations of Section 6.07,
unsecured Indebtedness owing to a Borrower by any of its
Subsidiaries or owing by a Borrower to any of its
Subsidiaries; provided, any such Indebtedness in excess of
$10,000,000 shall be evidenced by a subordinated promissory
note in a form reasonably satisfactory to the Administrative
Agent."
(ii) A new subsection 6.01(g) is hereby added to read as
follows:
"(g) Indebtedness of the U.S. Borrowers evidenced by
8.11% Guaranteed Senior Notes, Series A, Due 2009 in an
original principal amount of $35,000,000 and 8.21% Guaranteed
Senior Notes, Series B, Due 2011 in an original principal
amount of $40,000,000 and guaranties of said Indebtedness by
the Guarantors."
o. Section 6.03 - Amendment. Section 6.03 is hereby
deleted in its entirety and the following substituted therefor:
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"Section 6.03 Derivatives. The Borrowers shall not,
and shall not permit any of their Subsidiaries to, enter into
any Derivatives other than interest rate and foreign exchange
Derivatives entered into for purposes of hedging bona fide
interest and foreign exchange risk and not for speculation.
Any Derivative Agreements entered into with any of the Banks
shall be considered Loan Documents and any Borrowers'
Obligations therewith shall be guaranteed by the Guaranties."
p. Section 6.04 - Amendment. (i) Section 6.04(a) is
hereby deleted in its entirety and the following substituted therefor:
"(a) Fixed Charge Coverage Ratio. As of the last day
of any month, the Parent will not permit the ratio of (i) its
consolidated EBITDA for the twelve (12) month period then
ended calculated on a rolling twelve (12) month basis to (ii)
its consolidated Fixed Charges for such twelve month period to
be less than 1.4 to 1.0 during the term hereof. In calculating
the Fixed Charge Coverage Ratio subsequent to the date of the
Amendment, for any acquisition accounted for on a pooling
basis the historical EBITDA and Fixed Charges of the acquired
company, for the preceding twelve (12) months (or other
relevant calculation period) as shown by said acquired
company's most recent audited financial statements (when
available) and subsequent unaudited interim statements, shall
be included as of the date of such acquisition (or next month
or quarter-ending period)."
(ii) Section 6.04(b) is hereby deleted in its entirety and the
following is substituted therefor:
"(b) Indebtedness-to-EBITDA Ratio. As of any date of
determination, the Parent will not permit the ratio of (i) its
total consolidated Indebtedness as of the last day of the
fiscal quarter immediately preceding the date of determination
to (ii) its consolidated EBITDA for the twelve month period
ending on the last day of the quarter immediately preceding
the date of determination, calculated on a rolling twelve (12)
month basis, to be greater than (A) 3.0 to 1.0 from the date
of the Amendment through June 30, 2001, (B) 2.5 to 1.0 from
July 1, 2001 through June 30, 2003, and (C) 2.0 to 1.0 from
July 1, 2003 through the Termination Date. In calculating the
Indebtedness to EBITDA Ratio subsequent to the date of the
Amendment, the historical EBITDA of the acquired company for
the preceding twelve (12) months (or other relevant
calculation period) as shown by said acquired company's most
recent audited financial statements (when available) and
subsequent unaudited interim statements, shall be included, on
a pro forma basis, as of the date of such acquisition (or next
month or quarter-ending period)."
(iii) Section 6.04(c) is hereby deleted in its entirety and
the following is substituted therefor:
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"(c) Minimum Net Worth. The Parent will not permit
consolidated Net Worth to at any time be less than the sum of
(i) $145,000,000.00 plus (ii) fifty percent (50%) of Net
Income for any fiscal quarter ending after the date of the
Amendment (excluding any such fiscal quarter in which Net
Income is a negative number), plus (iii) 75% of the net
proceeds or the net increase resulting from any issuance of
any stock of the Parent or any sale or issuance of any stock
of any Subsidiary (if such sale or issuance is otherwise
permitted herein) after the date of the Amendment."
q. Section 6.07 - Amendment. (i) Section 6.07(f) is
hereby deleted in its entirety and the following is substituted
therefor:
"(f) Capital Expenditures (including Capital Leases,
but excluding Capital Expenditures through the date of
acquisition of any Person accounted for as a pooling of
interests) of not more than (i) $12,500,000 during the
remainder of calendar year 1999; (ii) $25,000,000 for calendar
year 1999 and (iii) increasing by 10% per annum for each
calendar year subsequent to 1999 during the term hereof;"
(ii) Section 6.07 is hereby amended by deleting paragraph
(g) thereof and replacing it with the following:
"(g) acquisitions (each, a "Permitted Acquisition")
by the Parent or any of its Subsidiaries of capital stock or
other equity interests in any other Person the consideration
for which is: (i) common stock of the Parent or (ii) cash of
not more than $20,000,000.00 in any single acquisition,
including assumption of debt during the term hereof; provided
that (1) the total consideration paid for any such individual
acquisition not exceed $50,000,000.00, (2) the Borrowers
remain in compliance with all financial covenants set forth in
the Loan Documents on a pro forma basis, (3) no Default exists
or would occur as a result of such acquisition, and (4) the
Person that is the subject of the acquisition operates a
business that is the same as or substantially similar to the
Business of the Parent or an existing Subsidiary;"
r. Section 6.11 - Prepayment of Indebtedness. A new
Section 6.11 is hereby added to read as follows:
"Section 6.11 Payment of Indebtedness. None of the
Borrowers nor any of their Subsidiaries will prepay any
Indebtedness permitted under Section 6.01(g) hereof (except in
accordance with regularly scheduled payments required by the
terms thereof) nor will they establish any sinking fund for
such purpose or in any other manner defease or beneficially
prepay such Indebtedness provided, said parties may prepay
such Indebtedness, notwithstanding the restrictions otherwise
imposed in Section 6.07, if: (i), such prepayment is completed
at a discount to the face value of the Indebtedness so prepaid
as of the date of such prepayment, (ii) simultaneously
-12-
13
therewith, said prepaying party prepays a pro rata amount (as
determined by the Administrative Agent in its sole discretion)
of the Obligations owing in respect of the Revolving Loans and
(iii) no Default or Event of Default has occurred hereunder
and is continuing."
s. Section 10.18. A new Section 10.18 is hereby added
to the Credit Agreement to read as follows:
"Section 10.18 Euro. (i) If, at any time
that a Guilder Revolving Loan is outstanding, Dutch Guilders
are fully replaced as the lawful currency of the Netherlands
by the Euro so that all payments are to be made in the
Netherlands in Euros and not in Dutch Guilders, then each such
Guilder Revolving Loan shall be automatically converted into a
Loan denominated in Euros in a principal amount equal to the
amount of Euros into which the principal amount of such
Guilder Revolving Loan would be converted pursuant to the EMU
Legislation and thereafter no further Loans will be available
in Dutch Guilders but Loans in Euros shall be thereafter
available in the same maximum aggregate equivalent in Dollars
as was applicable to Guilder Revolving Loans with the basis of
accrual of interest, notice requirements and payment offices
with respect to such converted Loans to be consistent with the
convention and practices in the London interbank market for
Euro denominated Loans at the time of conversion as reasonably
determined by the Administrative Agent."
t. Section 10.19. A new Section 10.19 is hereby added
to the Credit Agreement to read as follows:
"Section 10.19 Pro Rata Treatment. Notwithstanding
any other provisions contained herein, all parties hereto
recognize that the Loans are held by the Banks in varying
percentages and that not each member of the Bank Group
participates in each Loan. Accordingly, when the term "pro
rata" is used in regard to making payments by the Borrowers or
distributing payments by the Administrative Agent, it shall
mean that each Bank receives its share of such payment pro
rata within each Loan in which it participates."
u. Release of Pledge Agreements. Each Agent and Bank
hereby authorizes and directs the Administrative Agent to release, and
hereby releases, all property which is Collateral for the Obligations
of the Credit Parties under the Credit Agreement and the other Loan
Documents. The Administrative Agent, on behalf of the Bank Group hereby
terminates in their entirety each of the Pledge Agreements, reassigns
and releases all of the shares pledged thereunder, and agrees that,
from the date of this Agreement, the Pledge Agreements shall be of no
further force or effect, provided such release shall not invalidate or
in any way affect, the Guaranty Agreements or any Person's liabilities
or obligations under the Guaranty Agreements. The Administrative Agent
agrees to execute such other documents and take any
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14
such steps as any of the Borrowers may reasonably request to effect the
terns of this Section, all at the expense of the requesting Borrower.
v. (a) The Commitments of each of the Banks shown on the
signature pages of the Credit Agreement are hereby deleted and replaced
with the new amounts shown on the signature pages to this Amendment.
(b) The exhibits attached to this Amendment supersede and
replace the comparable, marked Exhibits to the Credit Agreement.
(c) All references to Tranche A Loans, Tranche B Loans,
Guilder Swing Line Loans, Collateral, Pledge Agreements, Security
Documents and related items are generally modified and/or deleted, as
appropriate, to comport with the intent of the parties as expressed
herein.
(d) All references to the Borrowers shall no longer include
the UK Borrower and references to the UK Borrower shall instead be to a
Guarantor or a Credit Party, as the context requires to comport with
the intent of the parties as expressed herein.
(e) The certificates required by Section 5.01(a)(ii) and
5.01(c) shall be combined into the form attached hereto as
Exhibit 5.01.
w. Annex A - Amendment.
(i) The following definitions are hereby added
to the Annex of definitions to read as follows:
A. "Amendment" shall mean that certain
Amendment to Amended and Restated Credit Agreement,
dated July ____, 1999, by and among the Borrowers,
the Guarantors, the Banks and the Agents, which
Amendment, among other things, amended certain
provisions of this Agreement."
B. "Dollar Swing Line Commitment" means the
obligation of the Dollar Swing Line Banks to make the
Dollar Swing Line Loans pursuant to Section 2.01(h),
and is part of the "Dollar Revolving Commitment."
C. "Dollar Swing Line Loan" has the meaning
specified in Section 2.01(h).
D. "Dollar Swing Line Note" means a
promissory note of the US Borrower payable to the
order of a Dollar Swing Line Bank substantially in
the form of Exhibit 2.04(e) evidencing the aggregate
indebtedness of the US
-14-
15
Borrower to such Dollar Swing Line Bank resulting
from the Dollar Swing Line Loans made by such Dollar
Swing Line Bank together with all modifications,
extensions, renewals, and rearrangements thereof from
time to time in effect.
E. "Dollar Swing Line Banks" means Bankers
Trust Company and any other Banks so designated as
Dollar Swing Line Banks from time to time hereunder.
F. "EMU Legislation" shall mean the
legislative measures of the European Council for the
introduction of, changeover to or operation of a
single or unified European currency."
G. "Euro" shall mean the European Monetary
Unit issued pursuant to the terms of the EMU
Legislation."
H. "Guilder Revolving Loan Bank" means
Bankers Trust Company, its successors and assigns.
I. "Information Systems and Equipment" means
all material computer hardware and software, as well
as other information processing systems, or any
equipment containing embedded microchips, whether
directly owned, licensed, leased, operated or
otherwise controlled by the Borrowers or any of their
Subsidiaries, including through third-party service
providers, and which, in whole or in part, are
integral to, the Borrowers' or any of their
Subsidiaries' conduct of their business."
J. "Permitted Acquisition" has the meaning
specified in Section 6.07(g)."
K. "Refunded Dollar Swing Line Loan" has the
meaning specified in Section 2.01(h)."
L. "Year 2000 Compliant" means that all
Information Systems and Equipment accurately process
date data (including, but not limited to,
calculating, comparing and sequencing), before,
during and after the year 2000, as well as same and
multi-century dates, or between the years 1999 and
2000, taking into account all leap years, including
the fact that the year 2000 is a leap year, and
further, that when used in combination with, or
interfacing with, other Information Systems and
Equipment, shall accurately accept, release and
exchange date data, and shall in all material
respects continue to function in the same manner as
it performs today and shall not otherwise impair the
accuracy or functionality of Information Systems and
Equipment."
-15-
16
(ii) The hereinafter listed definitions are hereby
deleted from the Annex of definitions and the following
substituted therefor:
A. "Applicable Margin" has the meaning
specified in Section 2.07(c)."
B. "Base Rate Loan" means a Dollar Revolving
Loan that the applicable Borrower has designated, or
is deemed to have designated, as such in accordance
with Article II and shall include all Dollar Swing
Line Loans, all as shown on the signature page of
such Bank to the Amendment."
C. "Borrowing" means a Revolving Borrowing."
D. "Commitment" means as to any Bank, the
sum of such Bank's Dollar Revolving Commitment,
Guilder Revolving Commitment and, in the case of the
Dollar Swing Line Banks, the Dollar Swing Line
Commitment."
E. "Dollar Revolving Commitment" means the
amount set forth under the caption "Dollar Revolving
Commitment" for each Bank on the signature pages to
the Amendment, as such amount may be increased
pursuant to this Agreement."
F. "Dollar Revolving Loan" means a Revolving
Loan to the US Borrower made in US Dollars pursuant
to Section 2.01(c)."
G. "EBITDA" means for any period, (a) the
sum of the following: (i) the Net Income for such
period, (ii) the amount of amortization or write-off
of deferred financing costs which were deducted from
gross income in determining such Net Income for such
period, (iii) the amount of depreciation and
amortization expense which was deducted from gross
income in determining such Net Income for such
period, (iv) the amount of Interest Expense which was
deducted in the calculation of such Net Income for
such period, (v) the amount of income taxes deducted
in the calculation of such Net Income for such
period, and (vi) any writedowns of assets or similar
non-recurring, non cash items deducted in the
calculation of Net Income for such period less, (b)
(1) any interest income included in the calculation
of Net Income for such period, (2) the amount of
gains on sales of assets (excluding sales in the
ordinary course of business) and other extraordinary
gains which were added in the calculation of such Net
Income for such period, and (3) other cash flow of
non-Credit Parties that is not available to any of
the Borrowers due to currency controls, limits on
dividend or profit repatriations, local tax
requirements or similar laws or regulations, all as
determined on a consolidated basis in accordance with
GAAP.
-16-
17
H. "Eurocurrency Rate" means, with respect
to each Interest Period for each Eurocurrency Rate
Loan, the quotient of (a) (i) the composite offered
rate for London interbank deposits (rounded to the
nearest 1/16 of 1%) for deposits of US dollars, Dutch
Guilders or Euros, as applicable, for a period
equivalent to the Interest Period to be applicable to
such Eurocurrency Rate Loan, determined as of 11:00
a.m. (London time) on the date which is two (2)
Business Days prior to the commencement of such
Interest Period in the case of a Eurodollar Rate Loan
denominated in Dollars and three (3) Business Days
prior to the commencement of such Interest Period in
the case of a Eurocurrency Rate Loan denominated in a
Foreign Currency, and which, at the sole option of
the Administrative Agent, may be the rate which is
displayed on Telerate page 3750 (British Bankers'
Association Interest Settlement Rates) or such other
page as may replace such page 3750 or otherwise be
applicable on such system; or (ii) if the rate in
clause (i) is not so displayed on such date, or the
Administrative Agent chooses not to use such screen
shall be the arithmetic average (rounded to the
nearest 1/16 of 1%) of the offered quotation to
first-class banks in the interbank Eurocurrency
market by the Administrative Agent for deposits of
Dollars, Dutch Guilders or Euros, as applicable, of
an amount in same day funds comparable to the
outstanding principal amount of the Eurocurrency Rate
Loan of the Administrative Agent (in its capacity as
a Bank) for which an interest rate is then being
determined with maturities comparable to the Interest
Period to be applicable to such Eurocurrency Rate
Loan, determined as of 10:00 a.m. (New York time) on
the date which is two Business Days in the case of
Eurocurrency Rate Loans denominated in Dollars and
three (3) Business Days in the case of Eurocurrency
Rate Loans denominated in a Foreign Currency prior to
the commencement of such Interest Period, divided
(and rounded upward to the next whole multiple of
1/16 of 1%) by (b) a percentage equal to 100% minus
the then stated maximum rate of all reserve
requirements (including without limitation, any
marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the
Federal Reserve System in respect of "Eurocurrency
liabilities" as defined in Regulation D of the Board
of Governors of the Federal Reserve System (or any
successor category of liabilities under Regulation
D)."
I. "Guilder Revolving Commitment" means the
amount set forth on the signature page of the Guilder
Revolving Loan Bank to the Amendment, as amended from
time to time.
J. "Loan Documents" means this Agreement,
the Notes, the Letters of Credit, the Guaranty
Agreements and all other agreements, instruments and
documents, including, without limitation, notes,
warrants, guaranties, subordination agreements,
powers of attorney, consents, the
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Subordination Agreement, letter agreements,
contracts, notices, leases, amendment, Letter of
Credit applications and reimbursement agreements, any
documents executed by any of the Borrowers with any
of the Banks evidencing any obligations in respect of
any Derivative, and all other writings heretofore,
now, or hereafter executed by or on behalf of a
Borrower or any of its Subsidiaries, any of their
respective Affiliates or any other Person in
connection with or relating to this Agreement,
together with all agreements, instruments and
documents referred to therein or contemplated
thereby."
K. "Notes" means the Revolving Notes."
L. "Revolving Borrowing" means a group of
Revolving Loans of a single Type made by the Banks,
or Converted into such, as applicable, on a single
date and may be a Dollar Revolving Loan, a Dollar
Swing Line Loan or a Guilder Revolving Loan and, in
the case of a Revolving Loan that is also a
Eurocurrency Rate Loan, as to which a single Interest
Period is in effect."
M. "Revolving Loan" means Dollar Revolving
Loans, Dollar Swing Line Loans and Guilder Revolving
Loans."
N. "Revolving Notes" means Dollar Revolving
Notes, Dollar Swing Line Notes and Guilder Revolving
Notes."
O. "Termination Date" means June 30, 2004 or
, in the case of the Revolving Commitments, such
earlier date on which the Revolving Commitments are
terminated pursuant to Section 2.05 or Section 7.01."
P. "Total Dollar Revolving Commitment"
means, as of any date, an amount equal to the sum of
the Banks' Dollar Revolving Commitments as of such
date (inclusive of the Dollar Swing Line
Commitments), which shall never exceed $95,000,000.00
in the aggregate."
2. Waiver of Violations of Section 5.10. Any violation
of the terms of Section 5.10 prior to the date of this Amendment is hereby
waived through the date of this Amendment but not otherwise.
3. Representations and Warranties. Each Borrower and
Guarantor hereby represents and warrants to the Administrative Agent and Banks
that (a) this Amendment has been duly executed and delivered on behalf of each,
(b) this Amendment constitutes a valid and legally binding agreement enforceable
against each in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws relating to or affecting the enforcement of
creditors' rights generally, and by general principles of equity regardless of
whether such enforceability is a proceeding in equity
-18-
19
or at law, (c) the representations and warranties contained in the Credit
Agreement as modified hereby are true and correct on and as of the date hereof
as though made as of the date hereof except as heretofore otherwise disclosed in
writing to the Administrative Agent (other than those of such representations
and warranties which by their express terms speak to a date on or before the
date hereof), (d) no Default or Event of Default exists under the Credit
Agreement or any of the Loan Documents as modified hereby, and (e) the
execution, delivery and performance of this Amendment has been duly authorized
by all Borrowers and Guarantors, by all appropriate corporate action and does
not violate any of their respective charters or bylaws. Said parties will
provide evidence to the Administrative Agent of the items contained in
sub-sections (a) and (e) of this Section 3.
4. Reference to the Credit Agreement and Effect on the Notes
and Other Documents executed pursuant to the Credit Agreement.
(a) Upon the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or
words of similar import shall mean and be a reference to the Credit Agreement,
as amended hereby.
(b) Upon the effectiveness of this Amendment, each reference
in the Notes, the Security Documents and the other Loan Documents delivered or
to be delivered pursuant to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended hereby.
5. Ratification of Credit Agreement and Other Loan Documents
and Release.
(a) Each party hereto hereby confirms and ratifies the Credit
Agreement and each of the other Loan Documents as amended hereby and
acknowledges and agrees that the same shall continue in full force and effect as
amended hereby. Each Guarantor hereby reaffirms its Guaranty and agrees that
such is still in effect, in regard to the Credit Agreement and the Obligations,
as amended hereby. The Parent specifically affirms that its Guaranty is in
effect in regard to the full amount of Dollar Revolving Loans, notwithstanding
the cancellation of the Tranche A and Tranche B Loans, and that it is
unconditionally, jointly and severally liable for the repayment thereof. Each of
the undersigned parties not previously a party to the Credit Agreement expressly
assumes all duties, Obligations and liabilities of a Guarantor under the Credit
Agreement as if it had executed a Guaranty Agreement and, by its execution
hereof, hereby acknowledges said duties, Obligations and liabilities.
(b) The Administrative Agent and each of the Banks hereby
releases any of the Guarantors under the Credit Agreement who are not
signatories to this Amendment from any liability under its Guaranty.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
-19-
20
7. Release. Each of the Borrowers and each of the Guarantors
does hereby release and forever discharge the Administrative Agent and each of
the Banks and each affiliate thereof and each of their respective employees,
officers, directors, trustees, agents, attorneys, successors, assigns or other
representatives from any and all claims, demands, damages, actions,
cross-actions, causes of action, costs and expenses (including legal expenses),
of any kind or nature whatsoever, whether based on law or equity, which any of
said parties has held or may now or in the future own or hold, whether known or
unknown, for or because of any matter or thing done, omitted or suffered to be
done on or before the actual date upon which this Amendment is signed by any of
such parties (a) arising directly or indirectly out of the Loan Documents, or
any other documents, instruments or any other transactions relating thereto
and/or (b) relating directly or indirectly to all transactions by and between
the Borrowers, their Subsidiaries, or their representatives and the
Administrative Agent and each Bank or any of their respective directors,
officers, agents, employees, attorneys or other representatives. Such release,
waiver, acquittal and discharge shall and does include, without limitation, any
claims of usury, fraud, duress, misrepresentation, lender liability, control,
exercise of remedies and all similar items and claims, which may, or could be,
asserted by any of the Borrowers or the Guarantors.
8. Counterparts. This Amendment may be signed in any number of
counterparts, and delivered in facsimile or in original document form, each of
which shall be construed as an original, but all of which together shall
constitute one and the same instrument.
9. Conditions to Effectiveness. This Amendment shall become
effective immediately upon (a) the execution and delivery to the Administrative
Agent of: (i) signed originals hereof by all parties, (ii) Guaranty Agreements
from all Subsidiaries becoming Guarantors pursuant to Section 5.10, (iii)
executed Notes in favor of any new Banks and other Banks, as required,
evidencing the indebtedness described in the Credit Agreement (including,
without limitation, Dollar Swing Line Notes), and (iv) an opinion from: (Y)
Vinson & Elkins LLP and (Z) John Denson, general counsel to the Credit Parties,
in respect hereof reasonably satisfactory to the Administrative Agent; and (b)
payment by the Borrowers of (i) the fee referenced in Section 2.10, above, (ii)
all amounts outstanding under the Tranche A Loan, the Tranche B Loan and the
Guilder Swing Line Loan and (iii) all fees, costs and expenses due and owing to
the Administrative Agent or any of the Banks, as provided herein, provided, this
Amendment shall not become effective unless the representations and warranties
contained in Section 3 of this Amendment shall be true and correct in all
material respects.
10. GOVERNING LAW. THIS AMENDMENT (INCLUDING THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
11. FINAL AGREEMENT OF THE PARTIES. THIS AMENDMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
-20-
21
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.
[Signature Pages Follow]
-21-
22
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.
BORROWERS:
CORE LABORATORIES N.V.
BY: CORE LABORATORIES INTERNATIONAL
B.V., ITS SOLE MANAGING DIRECTOR
By: /s/ Jacobus Schouten
-----------------------------------------
Name: Jacobus Schouten
Title: Managing Director
CORE LABORATORIES, INC.
By: /s/ Richard L. Bergmark
-----------------------------------------
Richard L. Bergmark
Executive Vice President
23
GUARANTORS:
CORE LABORATORIES N.V. BY: CORE LABORATORIES
INTERNATIONAL B.V., ITS SOLE MANAGING DIRECTOR
By: /s/ Jacobus Schouten
----------------------------------------
Name: Jacobus Schousten
Title: Managing Director
CORE LABORATORIES, INC.
By: /s/ Richard L. Bergmark
----------------------------------------
Richard L. Bergmark
Executive Vice President
SAYBOLT INTERNATIONAL B.V.
By: /s/ Jan Heinsbroek
----------------------------------------
Name: Jan Heinsbroek
Title: Managing Director
SAYBOLT INC.
SAYBOLT NORTH AMERICA, INC.
By: /a/ Monty L. Davis
----------------------------------------
Name: Monty L. Davis
Title: President
SAYBOLT NEDERLAND B.V.
By: /s/ Jan Heinsbroek
----------------------------------------
Name: Jan Heinsbroek
Title: Managing Director
OWEN OIL TOOLS, INC.
By: /s/ David S. Wesson
----------------------------------------
Name: David S. Wesson
Title: President
THE ANDREWS GROUP INTERNATIONAL, INC.
By: /s/ Robert Andrews
----------------------------------------
Name: Robert Andrews
Title: President & CEO
AGI MEXICANA, DE S.A.
By: /s/ R. L. Bergmark
----------------------------------------
Name: R. L. Bergmark
Title: Authorized Representative
24
BANKS:
Tranche A Commitment: Terminated BANKERS TRUST COMPANY
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $13,500,000
Guilder Revolving Commitment:
$5,000,000 Equivalent By: /s/ Marcus M. Tarkington
Guilder Swing Line --------------------------
Commitment: Terminated Name: Marcus M. Tarkington
Dollar Swing Line Commitment: $10,000,000.00 Title: Director
Address:
130 Liberty Street, 14th Floor
New York, New York 10006
Telecopy No.: (212) 250-6029
Domestic Lending Office:
Bankers Trust
130 Liberty Street, 14th Floor
New York, New York 10006
Eurocurrency Lending Office:
Bankers Trust
130 Liberty Street, 14th Floor
New York, New York 10006
ADMINISTRATIVE AGENT:
BANKERS TRUST COMPANY
By: /s/ Marcus M. Tarkington
--------------------------
Name: Marcus M. Tarkington
Title: Director
25
Tranche A Commitment: Terminated BANK OF AMERICA, N.A., FORMERLY
Tranche B Commitment: Terminated KNOWN AS NATIONSBANK, N.A.
Dollar Revolving Commitment: $18,500,000.00
Guilder Revolving Commitment:
0 Equivalent
Guilder Swing Line By: /s/ Patrick M. Delaney
Commitment: Terminated ----------------------------
Patrick M. Delaney
Managing Director
Address:
700 Louisiana, 8th Floor
Houston, Texas 77002
Telecopy No.: (713) 247-6568
Domestic Lending Office:
Bank of America, N.A.
Attn: Paul Colon
901 Main Street
Dallas, Texas 75202
Telecopy No.: (713) 651-4834
Eurocurrency Lending Office:
Bank of America, N.A.
Attn: Paul Colon
901 Main Street
Dallas, Texas 75202
Telecopy No.: (713) 651-4834
SYNDICATION AGENT:
BANK OF AMERICA SECURITIES LLC.,
as Syndication Agent and as
Issuing Bank
By: /s/ Jeff Susman
----------------------------
Jeff Susman
Principal
26
Tranche A Commitment: Terminated CIBC INC.
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $18,000,000.00
Guilder Revolving Commitment:
0 Equivalent
By: /s/ Roger Colden
----------------------------
Name: Roger Colden
Title: Authorized Signatory
Address:
1600 Smith Street
Houston, Texas 77002
Telecopy No.: (713) 650-7675
Domestic Lending Office:
2 Paces West
2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
Eurocurrency Lending Office:
2 Paces West
2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
27
Tranche A Commitment: Terminated BANK ONE, LOUISIANA, N.A., AS
Tranche B Commitment: Terminated SUCCESSOR TO FIRST NATIONAL BANK
Dollar Revolving Commitment: $15,000,000.00 OF COMMERCE
Guilder Revolving Commitment:
0 Equivalent
By: /s/ J. Charles Freel, Jr.
-----------------------------
Name: J. Charles Freel, Jr.
Title: Senior Vice President
Address:
201 St. Charles Ave., 29th Floor
New Orleans, Louisiana 70170
Telecopy No.: (504) 623-6555
Domestic Lending Office:
201 St. Charles Ave., 29th Floor
New Orleans, Louisiana 70170
Telecopy No.: (504) 623-6555
Eurocurrency Lending Office:
201 St. Charles Ave., 29th Floor
New Orleans, Louisiana 70170
Telecopy No.: (504) 623-6555
28
Tranche A Commitment: Terminated BANQUE NATIONALE DE PARIS
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $10,000,000.00
Guilder Revolving Commitment:
0 Equivalent
By: /s/ Warren Ross
---------------------------------
Name: Warren Ross
Title: Assistant Vice President
Address:
333 Clay Street, Suite 3400
Houston, Texas 77002
Telecopy No.: (713) 659-1414
Domestic Lending Office:
333 Clay Street, Suite 3400
Houston, Texas 77002
Telecopy No.: (713) 659-1414
Eurocurrency Lending Office:
333 Clay Street, Suite 3400
Houston, Texas 77002
Telecopy No.: (713) 659-1414
29
Tranche A Commitment: Terminated ABN AMRO BANK, N.V.
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $15,000,000.00
Guilder Revolving Commitment:
0 Equivalent
By: /s/ Brandi Lippincott
------------------------------
Name: Brandi Lippincott
Title: Assistant Vice President
By: /s/ Stuart Murray
------------------------------
Name: Stuart Murray
Title: Vice President
Address:
Three Riverway, Suite 1700
Houston, Texas 77056
Telecopy No.: (713) 621-5801
Domestic Lending Office:
208 South LaSalle, Suite 1500
Chicago, Illinois 60604-1003
Attn: Loan Administration
Telecopy No.: (312) 992-5157
Phone No.: (312) 992-5152
Eurocurrency Lending Office:
208 South LaSalle, Suite 1500
Chicago, Illinois 60604-1003
Attn: Loan Administration
Telecopy No.: (312) 992-5157
Phone No.: (312) 992-5152
30
Tranche A Commitment: Terminated COMERICA BANK
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $5,000,000.00
Guilder Revolving Commitment:
0 Equivalent
By: /s/ Brian J. Walsh
------------------------------
Name: Brian J. Walsh
Title: AVP
Address:
6260 East Mockingbird Lane
2nd Floor Mail Code 6592
Dallas, Texas 75214
Telecopy No. (214) 827-9817
Domestic Lending Office:
Telecopy No.:
Eurocurrency Lending Office:
Telecopy No.: