CORE LABORATORIES N V, S-3, 1997-10-31

CORE LABORATORIES N V
S-3, 1997-10-31
TESTING LABORATORIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997

REGISTRATION NO. 333-
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
THE NETHERLANDS NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

HERENGRACHT 424 JOHN D. DENSON
1017 BZ AMSTERDAM 5295 HOLLISTER ROAD
THE NETHERLANDS HOUSTON, TEXAS 77040
(31-20) 624-3699 (713) 329-7404
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of agent
principal executive offices) for service)
</TABLE>

Copies to:

<TABLE>
<C> <C> <C>
JOHN D. DENSON T. MARK KELLY CHRISTOPHER S. COLLINS
CORE LABORATORIES INC. VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
5295 HOLLISTER ROAD 2300 FIRST CITY TOWER 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77040 1001 FANNIN STREET 600 TRAVIS
(713) 329-7404 HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77002
(713) 939-8295 (FAX) (713) 758-2222 (713) 220-4200
(713) 758-2346 (FAX) (713) 220-4285 (FAX)
</TABLE>

---------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares................ (1) (1) $180,020,000 $54,552
=======================================================================================================================
</TABLE>

(1) Omitted pursuant to Rule 457(o).

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER 31, 1997
3,844,048 SHARES

[LOGO]

CORE LABORATORIES N.V.

COMMON SHARES
------------------
Of the 3,844,048 Common Shares, par value NLG 0.03 per share (the "Common
Shares"), offered hereby (the "Offering"), 1,400,000 shares are being offered by
Core Laboratories N.V., a Netherlands corporation ("Core Laboratories" or the
"Company"), and 2,444,048 shares are being sold by certain shareholders of the
Company (the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of shares by the Selling Shareholders. See "Principal and
Selling Shareholders" and "Underwriting."

The Common Shares are quoted on the Nasdaq Stock Market under the symbol
"CRLBF." On October 30, 1997, the last reported sale price of the Common Shares
on the Nasdaq Stock Market was $39.75 per share. See "Price Range of Common
Shares."

------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE COMMON SHARES.

------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C> <C>
=======================================================================================================================
PRICE UNDERWRITING
TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO SELLING
PUBLIC COMMISSIONS COMPANY(1) SHAREHOLDERS(2)
- -----------------------------------------------------------------------------------------------------------------------
Per Share.............................. $ $ $ $
- -----------------------------------------------------------------------------------------------------------------------
Total(3)............................... $ $ $ $
=======================================================================================================================
</TABLE>

(1) Before deducting expenses payable by the Company estimated at $ .

(2) Before deducting expenses payable by the Selling Shareholders estimated at
$ .

(3) The Company and certain of the Selling Shareholders have granted to the
Underwriters an option exercisable within 30 days after the date of this
Prospectus to purchase up to an additional 230,643 Common Shares from the
Company and 345,964 Common Shares from the Selling Shareholders on the same
terms as set forth above, at the Price to Public, less the Underwriting
Discounts and Commissions, solely for the purpose of covering
over-allotments, if any. If such option were exercised in full, the total
Price to Public, total Underwriting Discounts and Commissions, total
Proceeds to Company and total Proceeds to Selling Shareholders would be
$ , $ , $ and $ , respectively. See
"Underwriting."

------------------
The Common Shares are offered by the several Underwriters, subject to prior
sale, when, as and if delivered to and accepted by them, subject to the right of
the Underwriters to reject any order in whole or in part. It is expected that
delivery of the Common Shares will be made at the offices of BT Alex. Brown
Incorporated, Baltimore, Maryland, on or about , 1997.

BT ALEX. BROWN
CREDIT SUISSE FIRST BOSTON
BEAR, STEARNS & CO. INC.
MORGAN KEEGAN & COMPANY, INC.

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE> 3

[ARTWORK]

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements
other than statements of historical facts included or incorporated by reference
in this Prospectus, including, without limitation, statements regarding the
Company's financial position, business strategy, budgets, and plans and
objectives of management for future operations are forward-looking statements.
In addition, the words "anticipate," "estimate," "expect," and similar
expressions are intended to identify forward-looking statements. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's expectations ("Cautionary Statements") are
disclosed under "Risk Factors" and elsewhere in this Prospectus and the
documents incorporated by reference herein. All subsequent written and oral
forward-looking statements attributable to the Company, or persons acting on its
behalf, are expressly qualified in their entirety by the Cautionary Statements.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THIS OFFERING
AND MAY BID FOR AND PURCHASE THE COMMON SHARES IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON SHARES ON
THE NASDAQ STOCK MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus or incorporated by reference
herein and by the consolidated financial statements, including the notes
thereto, incorporated by reference in this Prospectus. Unless otherwise
indicated, (i) the information in this Prospectus assumes the Underwriters'
over-allotment option with respect to the sale of the Common Shares will not be
exercised and (ii) no share or per share information in this Prospectus has been
adjusted to give effect to the two-for-one split of the Common Shares which is
payable on December 19, 1997 to shareholders of record as of the close of
business on December 1, 1997. References to "Core Laboratories" or the "Company"
in this Prospectus include Core Laboratories N.V. and, unless the context
otherwise requires, its subsidiaries.

THE COMPANY

GENERAL

The Company is one of the leading providers of petroleum reservoir
description data and production management services for maximizing hydrocarbon
recovery from new and existing fields. The Company's customers include major,
independent, national and international oil and gas producers. The Company is
the world's largest provider of petroleum reservoir rock and fluids analyses and
multidisciplinary reservoir description studies. The Company is also a leading
provider of field services evaluating the efficiencies of well completions and
the effectiveness of enhanced oil recovery projects. In addition, the Company
manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems. The Company also provides
analytical and field services to characterize properties of crude oil and
petroleum products to the oil industry.

The business of the Company was established in 1936 and was operated as a
division of Western Atlas International, Inc. ("WAII") from 1987 to 1994. In
1994, the Company's initial shareholders, including 14 members of management,
purchased the business and substantially all of the assets of the Company from
WAII because of their belief in the potential opportunities for expansion of the
Core Laboratories business. The Company is incorporated under the laws of The
Netherlands, and its principal executive offices are located at Herengracht 424,
1017 BZ Amsterdam, The Netherlands, and its telephone number is (31-20)
624-3699.

BUSINESS STRATEGY

The Company's business strategy is to continue the expansion of its
operations through (i) continued development of proprietary hydrocarbon
production enhancement technologies, services and products through client-driven
research and development, (ii) expanded technology services and product lines
offered throughout the Company's global infrastructure, and (iii) acquisition of
complementary businesses that add key technologies or market presence and
enhance existing products and services.

Client-Driven Research and Development

services, including advanced reservoir rock and fluids analyses, that assist in
the development of more complete and comprehensive analyses of reservoir
characteristics and hydrocarbon fluids. The Company will continue to concentrate
its efforts on technologies that enhance development and production
efficiencies, as opposed to those related to the more volatile exploration
sector of the oil and gas industry.

International Expansion of Services and Products

Another component of the Company's business strategy is to broaden the
spectrum of services and products offered to its clients internationally. This
goal is expected to be accomplished through the integration of the services and
products acquired by the Company through the transactions described below into
many of the Company's over 70 offices located in more than 50 different
countries. Management believes this integration will expand the related markets
served by ProTechnics, Scott Pickford, Saybolt (each as defined herein) and
other businesses acquired in the future.

Acquisitions

The Company continually reviews potential acquisition possibilities in
existing or related business areas to add key technologies, enhance market
presence or complement existing businesses. The recent acquisitions of
ProTechnics, Scott Pickford and Saybolt and the anticipated acquisition of
Stim-Lab reflect the Company's desire to broaden the services offered to its
clients.

ProTechnics Merger. On December 31, 1996, the Company issued approximately
1.1 million Common Shares in exchange for substantially all of the outstanding
capital stock of ProTechnics Company. ProTechnics Company and its subsidiaries
("ProTechnics"), headquartered in Houston, Texas, is one of the leading
providers of services that measure the effectiveness of well stimulations and
completions utilizing its proprietary ZeroWash(R) and SpectraScan(R)
technologies. ProTechnics, supported by measured petrophysical and fluid data
sets generated by Core Laboratories, is also the leader in determining the
efficiencies of enhanced recovery projects through field tracer surveys.

Scott Pickford Acquisition. On March 1, 1997, the Company acquired control
of a majority of the outstanding shares of Scott Pickford plc and its
subsidiaries ("Scott Pickford"). The Company has since acquired the remaining
shares; the total consideration paid for Scott Pickford was approximately $15.1
million. Scott Pickford provides petroleum reservoir management, geoscience,
geophysical and engineering services to its customers by utilizing petrophysical
and phase behavior data sets measured by Core Laboratories and ProTechnics.
Scott Pickford specializes in large field studies and equity determinations
primarily in the North Sea.

Saybolt Acquisition. On May 12, 1997, the Company consummated the
acquisition of all the outstanding shares of Saybolt International B.V., a
privately held Netherlands company, for $67 million in cash and the assumption
of $5 million of net debt. Saybolt International B.V. and its subsidiaries
("Saybolt") operates in over 50 countries and provides analytical and field
services to characterize properties of crude oil and petroleum products for the
oil industry. These services complement phase behavior data sets measured on
reservoir fluids by Core Laboratories. Saybolt has an existing presence in the
Commonwealth of Independent States which provides the operating experience and
base from which Core Laboratories can offer reservoir description and production
management services.

Impact of Business Strategy

The Company believes that the implementation of these strategies has
already contributed to the significant increase in income before interest
expense, income tax and extraordinary item to $17.7 million for the nine months
ended September 30, 1997, from $9.4 million for the nine months ended September
30, 1996, and $7.4 million for the nine months ended September 30, 1995.
4
<PAGE> 6

RECENT DEVELOPMENTS

Pending Stim-Lab Merger

On October 22, 1997, the Company signed a letter of intent to acquire the
outstanding shares of Stim-Lab, Inc., a privately-held Duncan, Oklahoma oilfield
services company ("Stim-Lab") in exchange for approximately 230,000 Common
Shares. Stim-Lab, with additional offices in Houston, Texas and Edinburgh,
Scotland, is a leading provider of analytical and field services used to
maximize the efficiencies and effectiveness of petroleum reservoir stimulations.
Currently, Stim-Lab heads four industry consortia which evaluate fracture
proppants, gels, acid stimulations and horizontal well completions. Both Core
Laboratories and ProTechnics utilize results from these consortia to better
design well completion and stimulation programs.

Two-for-One Stock Split

On October 22, 1997, the Company announced a two-for-one split of the
outstanding Common Shares, payable on December 19, 1997 to shareholders of
record as of the close of business on December 1, 1997.

THE OFFERING

Common Shares offered:
By the Company.................... 1,400,000
By the Selling Shareholders....... 2,444,048

Common Shares to be outstanding
after the Offering(1)............... 12,022,612

Use of proceeds..................... Repayment of a portion of the debt
outstanding under the Credit Facility,
including debt associated with the
acquisitions of Saybolt and Scott
Pickford. See "Use of Proceeds."

Nasdaq Stock Market symbol.......... CRLBF

- ---------------

(1) Based upon shares outstanding as of September 30, 1997, and does not include
650,000 Common Shares reserved, as of September 30, 1997, for the exercise
of outstanding options granted pursuant to the Company's stock option plans.
5
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in thousands, except per share data)

The following table presents certain consolidated financial data for the
Company for the periods indicated. The following information should be read
together with the consolidated financial statements of the Company, including
the notes thereto, incorporated by reference in this Prospectus. Results for any
interim period are not necessarily indicative of results for a full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ------------------
1997(1) 1996(2) 1996(2) 1995(2)
----------- ----------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
SERVICES AND SALES.............................. $142,887 $76,883 $105,368 $87,593
OPERATING EXPENSES:
Costs of services and sales................... 113,865 61,787 84,643 71,786
General and administrative expenses........... 4,359 2,717 3,559 2,719
Depreciation and amortization................. 7,170 3,340 4,600 3,262
Transaction costs associated with merger(4)... -- -- 355 --
Other income, net............................. (169) (406) (603) (130)
-------- ------- -------- -------
Total operating expenses.............. 125,225 67,438 92,554 77,637
Income before interest expense, income tax and
extraordinary item......................... 17,662 9,445 12,814 9,956
INTEREST EXPENSE................................ 4,132 1,104 1,418 3,000
-------- ------- -------- -------
Income before income tax and extraordinary
item....................................... 13,530 8,341 11,396 6,956
INCOME TAX EXPENSE.............................. 4,059 2,720 3,719 2,174
-------- ------- -------- -------
Income before extraordinary item.............. 9,471 5,621 7,677 4,782
EXTRAORDINARY ITEM(5)........................... -- -- -- (911)
-------- ------- -------- -------
NET INCOME...................................... 9,471 5,621 7,677 3,871
LESS -- Net income applicable to preferred loan
stock......................................... -- -- -- (334)
-------- ------- -------- -------
NET INCOME APPLICABLE TO COMMON SHARES.......... $ 9,471 $ 5,621 $ 7,677 $ 3,537
======== ======= ======== =======
PER SHARE DATA:
Income before extraordinary item.............. $ 0.87 $ 0.53 $ 0.72 $ 0.52
Extraordinary item............................ -- -- -- (0.11)
-------- ------- -------- -------
Net income.................................... $ 0.87 $ 0.53 $ 0.72 $ 0.41
======== ======= ======== =======
WEIGHTED AVERAGE SHARES OUTSTANDING............. 10,884 10,667 10,691 8,594
======== ======= ======== =======
BALANCE SHEET DATA(3):
Working capital................................. $ 38,015 $24,652 $ 25,205 $24,459
Total assets.................................... 227,669 74,168 79,691 71,379
Long-term debt, including current maturities.... 112,840 17,391 16,024 16,269
Shareholders' equity............................ 57,067 45,271 47,411 39,665
</TABLE>

- ---------------

(1) Includes the operations of Scott Pickford beginning on March 1, 1997 and
Saybolt beginning on May 1, 1997, the acquisitions of which were accounted
for as purchases.

(2) Historical results have been restated to reflect the operations of
ProTechnics, the acquisition of which on December 31, 1996 was accounted for
as a pooling-of-interests.

(3) At end of period.

(4) Transaction costs associated with the merger of ProTechnics.

(5) Extraordinary loss due to write-off of deferred debt costs and prepayment
penalties related to retirement of debt using proceeds from the initial
public offering.
6
<PAGE> 8

RISK FACTORS

Prospective purchasers of the Common Shares offered hereby should carefully
consider the following risk factors in addition to the other information
presented or incorporated by reference in this Prospectus.

RELIANCE ON THE OIL AND GAS INDUSTRY

The Company's business and operations are substantially dependent upon the
condition of the global oil and gas industry. 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 drilling activity, worldwide economic
conditions, interest rates and the cost of capital, environmental regulation,
tax policies, political requirements of national governments, coordination by
the Organization of Petroleum Exporting Countries (OPEC), the cost of producing
oil and natural gas, and technological advances. There can be no assurance that
any future downturns in the oil and gas industry, or in the oilfield reservoir
rock and fluids analyses business, will not be severe or that any such downturn
will not have a material adverse effect on the Company's financial condition or
results of operations. See "Business."

RELIANCE ON NEW PRODUCT DEVELOPMENT AND POSSIBLE TECHNOLOGICAL OBSOLESCENCE

The market for the Company's products and services is characterized by
changing technology. As a result, the Company's success is dependent upon its
ability to develop new products and services on a cost-effective basis and to
introduce them into the marketplace in a timely manner. The Company intends to
continue committing substantial financial resources and effort to the
development of new products and services. There can be no assurance that the
Company will successfully differentiate itself from its competitors, that the
market will consider the Company's proposed products and services to be superior
to its competitors' products and services or that the Company will be able to
adapt to evolving markets and technologies, develop new products, or achieve and
maintain technological advantages. See "Business -- Operations."

RELIANCE ON PATENTS, PROPRIETARY TECHNOLOGIES AND LICENSES

The Company's success depends in part on its ability to obtain patents,
licenses and other intellectual property rights covering its products and
services. To that end, the Company has obtained certain patents and intends to
continue to seek patents on its inventions and services. The process of seeking
patent protection can be long and expensive, and there can be no assurance that
patents will issue from currently pending or future applications or, if patents
are issued, that they will be of sufficient scope or strength to provide
meaningful protection or any commercial advantage to the Company. In addition,
effective copyright and trade secret protection may be unavailable or limited in
certain countries. Litigation, which could demand financial and management
resources, may be necessary to enforce patents or other intellectual property
rights of the Company. Also, there can be no assurance that the Company can
obtain licenses or other rights to necessary intellectual property on acceptable
terms. See "Business -- Patents and Trademarks."

DEPENDENCE ON INTERNATIONAL OPERATIONS

The Company operates facilities in over 50 countries. Non-U.S. operations
accounted for approximately 55% of the Company's revenues during the nine months
ended September 30, 1997. The Company's business is subject to various risks
beyond its control, such as instability of foreign economies and governments,
currency fluctuations, potential income tax liabilities in multiple
jurisdictions and changes in laws and policies affecting trade and investment.
Any of such factors might cause facilities in some countries to become
unprofitable, possibly resulting in the closing of such facilities. The Company
attempts to limit its exposure to foreign currency fluctuations by limiting the
amount by which its foreign contracts are denominated in a currency other than
U.S.

7
<PAGE> 9

dollars to an amount generally equal to expenses expected to be incurred in such
foreign currency. The Company has not historically engaged in and does not
currently intend to engage in any significant hedging or currency trading
transactions designed to compensate for adverse currency fluctuations.

RISKS OF ACQUISITION STRATEGY

As a key component of its business strategy, the Company has pursued and
intends to continue to pursue acquisitions of complementary assets and
businesses. Certain risks are inherent in any acquisition strategy, such as
increasing leverage and debt service requirements and combining disparate
company cultures and facilities, which could adversely affect the Company's
operating results. The success of any completed acquisition will depend in part
on the Company's ability to integrate effectively the acquired business into the
Company. The process of integrating such acquired businesses may involve
unforeseen difficulties and may require a disproportionate amount of
management's attention and the Company's financial and other resources. Possible
future acquisitions may be for purchase prices significantly higher than those
paid for recent and pending acquisitions. No assurance can be given that the
Company will be able to continue to identify additional suitable acquisition
opportunities, negotiate acceptable terms, obtain financing for acquisitions on
satisfactory terms or successfully acquire identified targets. The Company's
failure to achieve consolidation savings, to incorporate the acquired businesses
and assets into its existing operations successfully or to minimize any
unforeseen operational difficulties could have a material adverse effect on the
Company's financial condition and results of operations. See "Business --
Business Strategy -- Acquisitions."

ENVIRONMENTAL REGULATION

The Company is subject to a variety of governmental regulations relating to
the use, storage, discharge and disposal of chemicals and gases used in its
analytical and manufacturing processes. Environmental claims or the failure to
comply with present or future regulations could result in the assessment of
damages or imposition of fines against the Company or the suspension or
cessation of operations. New regulations could require the Company to acquire
costly equipment or to incur other significant expenses. Any failure by the
Company to control the use of, or adequately restrict the discharge of,
hazardous substances could subject it to future material liabilities. In
addition, public interest in the protection of the environment has increased
dramatically in recent years and the Company anticipates that the trend of more
expansive and stricter environmental laws and regulations will continue, the
occurrence of which may result in increased capital expenditures or operating
expenses by the Company.

COMPETITION

UNCERTAINTY IN SERVICE OF PROCESS AND ENFORCING UNITED STATES JUDGMENTS AGAINST
NETHERLANDS CORPORATIONS, DIRECTORS AND OTHERS

The Company is a Netherlands company and a substantial portion of the
Company's assets are located outside the United States. In addition, members of
the Supervisory Board of the Company and certain Selling Shareholders named
herein are residents of countries other than the United States. As a result, it
may not be possible for investors to effect service of process within the United
States upon such persons or to enforce against such persons or the Company
judgments of courts of the United States predicated upon civil liabilities under
the United States federal securities laws. Because there is no treaty between
the United States and The Netherlands providing for the reciprocal recognition
and enforcement of judgments, United States judgments are not automatically

8
<PAGE> 10

enforceable in The Netherlands. However, a final judgment of the payment of
money obtained in a United States court and not rendered by default, which is
not subject to appeal or any other means of contestation and is enforceable in
the United States, would in principle be upheld and be regarded by a Netherlands
court of competent jurisdiction as conclusive evidence when asked to render a
judgment in accordance with such final judgment by a United States court,
without substantive re-examination or relitigation on the merits of the subject
matter thereof, provided that such judgment has been rendered by a court of
competent jurisdiction, in accordance with rules of proper procedure, that it
has not been rendered in proceedings of a penal or revenue nature and that its
content and possible enforcement are not contrary to public policy or public
order of The Netherlands. Notwithstanding the foregoing, there can be no
assurance that United States investors will be able to enforce against the
Company, or members of the Supervisory Board, certain Selling Shareholders, or
certain experts named herein who are residents of The Netherlands or countries
other than the United States, any judgments in civil and commercial matters,
including judgments under the federal securities laws. In addition, there is
doubt as to whether a Netherlands court would impose civil liability on the
Company or on the members of the Supervisory Board in an original action
predicated solely upon the federal securities laws of the United States brought
in a court of competent jurisdiction in The Netherlands against the Company or
such members.

POSSIBLE ANTITAKEOVER EFFECTS

The Company's Amended and Restated Articles of Association and the
applicable law of The Netherlands contain provisions that may be deemed to have
anti-takeover effects. Among other things, these provisions establish the
authority of the Company's Supervisory Board to designate certain rights
(including conversion rights) applicable to preference shares, par value NLG
0.03 per share, of the Company ("Preference Shares") and to approve the issuance
of Preference Shares upon a fractional payment of the aggregate par value
thereof (with the balance of the aggregate par value to be paid by the holder
only after it is called in by the Company). In addition, the Company's
Supervisory Board is classified into three classes, with the directors of each
class having staggered three-year terms. Such provisions may delay, defer or
prevent a takeover attempt that a shareholder might consider in the
shareholder's best interest. See "Description of Share Capital -- Preference
Shares" and "Management."

NO ANTICIPATED DIVIDENDS ON COMMON SHARES

The Company's Supervisory Board does not presently anticipate authorizing
the payment of dividends in the foreseeable future. See "Dividend Policy."

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $ million, after deducting underwriting discounts and
commissions and estimated offering expenses. The Company intends to use all of
such net proceeds to repay a portion of its indebtedness under its bank credit
facility (the "Credit Facility"). See "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."

The Company will not receive any proceeds from the sale of the Common
Shares by the Selling Shareholders. See "Underwriting."

9
<PAGE> 11

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of
the Company at September 30, 1997 and as adjusted to give effect to (i) the sale
by the Company of the 1,400,000 Common Shares offered hereby, and (ii) the
application of the estimated net proceeds to the Company therefrom as described
under "Use of Proceeds." This table should be read in conjunction with the
consolidated financial statements of the Company, including the notes thereto,
incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Total short-term debt and current portion of long-term
debt...................................................... $ 1,698 $
======== ========
Long-term debt, less current portion:
Borrowings under Credit Facility.......................... $107,000 $
Other long-term debt...................................... 4,494
-------- --------
Total long-term debt.............................. 111,494
-------- --------
Shareholders' equity:
Preference Shares, NLG 0.03 par value; 3,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common Shares, NLG 0.03 par value; 30,000,000 shares
authorized; 10,622,612 shares issued and outstanding at
stated value (actual); 12,022,612 shares issued and
outstanding at stated value (as adjusted).............. 186
Additional paid-in capital................................ 35,685
Retained earnings......................................... 21,196
-------- --------
Total shareholders' equity........................ 57,067
-------- --------
Total capitalization.............................. $170,249 $
======== ========
</TABLE>

The Credit Facility provides for (i) a term loan of $55 million, (ii) a
term loan denominated in British pounds having a U.S. dollar equivalency of $15
million, (iii) a committed revolving debt facility of $50 million, and (iv) a
Netherlands guilder denominated revolving debt facility with U.S. dollar
equivalency of $5 million. Loans under the Credit Facility will generally bear
interest from LIBOR plus 0.75% to a maximum of LIBOR plus 1.75%. The term loans
require quarterly principal payments beginning March 31, 1999, with the final
principal payment due June 30, 2002. The revolving debt facilities require
interest payments only, until maturity on June 30, 2002. The indebtedness
incurred under the Credit Facility was used to finance the acquisitions of
Saybolt and Scott Pickford, as well as to refinance a previous credit facility.

10
<PAGE> 12

PRICE RANGE OF COMMON SHARES

The Company's Common Shares have been trading on The Nasdaq Stock Market
under the symbol "CRLBF" since the Company's initial public offering in
September 1995. The following table sets forth the high and low sales prices per
share of the Common Shares as reported on the Nasdaq Stock Market for the
periods indicated.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Year ended December 31, 1995:
Third Quarter (from initial public offering date of
September 21 to September 30, 1995).................... $13.750 $11.375
Fourth Quarter............................................ 12.625 9.500
Year ended December 31, 1996:
First Quarter............................................. $13.000 $ 9.750
Second Quarter............................................ 16.000 11.750
Third Quarter............................................. 16.500 13.625
Fourth Quarter............................................ 17.250 15.250
Year ending December 31, 1997:
First Quarter............................................. $22.000 $16.750
Second Quarter............................................ 26.125 16.375
Third Quarter............................................. 36.875 24.000
Fourth Quarter (through October 30, 1997)................. 44.875 35.000
</TABLE>

On October 30, 1997, the closing sale price of the Common Shares as
reported on the Nasdaq Stock Market was $39.75 per share.

DIVIDEND POLICY

The Company has never paid dividends on its Common Shares and currently has
no plans to pay dividends on the Common Shares. The Company expects that it will
retain all available earnings generated by its operations for the development
and growth of its business. Any future determination as to the payment of
dividends will be made in the discretion of the Company's Supervisory Board and
will depend upon the Company's operating results, financial condition, capital
requirements, general business conditions and such other factors as the
Supervisory Board deems relevant. Because the Company is a holding company that
conducts substantially all of its operations through subsidiaries, the ability
of the Company to pay cash dividends on the Common Shares is dependent upon the
ability of its subsidiaries to pay cash dividends or otherwise distribute or
advance funds to the Company and on the terms and conditions of its existing and
future credit arrangements as may exist from time to time. In addition, under
the terms of the Credit Facility, the Company is prohibited from paying cash
dividends on the Common Shares without the prior written consent of the lenders
thereunder. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

11
<PAGE> 13

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth selected consolidated financial data for the
periods indicated. The selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements, including the
notes thereto, incorporated by reference herein. The selected consolidated
financial data for the years ended December 31, 1996 and 1995 have been derived
from the consolidated financial statements of the Company which are incorporated
herein by reference. The selected consolidated financial data for the nine
months ended September 30, 1997 and 1996 have been derived from the unaudited
interim financial statements of the Company, which, in the opinion of
management, include all adjustments (which consist of only normal recurring
adjustments) necessary for a fair presentation of the financial condition and
results of operations of the Company for those periods. Results for any interim
period are not necessarily indicative of the results for a full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------------ ------------------
1997(1) 1996(2) 1996(2) 1995(2)
-------- ------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Services.................................................. $122,286 $58,728 $ 80,503 $62,478
Sales..................................................... 20,601 18,155 24,865 25,115
-------- ------- -------- -------
Total revenues..................................... 142,887 76,883 105,368 87,593
OPERATING EXPENSES:
Costs of services......................................... 95,166 46,920 64,853 51,018
Costs of sales............................................ 18,699 14,867 19,790 20,768
General and administrative expenses....................... 4,359 2,717 3,559 2,719
Depreciation and amortization............................. 7,170 3,340 4,600 3,262
Transaction costs associated with merger(4)............... -- -- 355 --
Other income, net......................................... (169) (406) (603) (130)
-------- ------- -------- -------
Total operating expenses........................... 125,225 67,438 92,554 77,637
Income before interest expense, income tax and
extraordinary item...................................... 17,662 9,445 12,814 9,956
INTEREST EXPENSE............................................ 4,132 1,104 1,418 3,000
-------- ------- -------- -------
Income before income tax and extraordinary item........... 13,530 8,341 11,396 6,956
INCOME TAX EXPENSE.......................................... 4,059 2,720 3,719 2,174
-------- ------- -------- -------
Income before extraordinary item.......................... 9,471 5,621 7,677 4,782
EXTRAORDINARY ITEM(5)....................................... -- -- -- (911)
-------- ------- -------- -------
NET INCOME.................................................. 9,471 5,621 7,677 3,871
LESS -- Net income applicable to preferred loan stock....... -- -- -- (334)
-------- ------- -------- -------
NET INCOME APPLICABLE TO COMMON SHARES...................... $ 9,471 $ 5,621 $ 7,677 $ 3,537
======== ======= ======== =======
PER SHARE DATA:
Income before extraordinary item.......................... $ 0.87 $ 0.53 $ 0.72 $ 0.52
Extraordinary item........................................ -- -- -- (0.11)
-------- ------- -------- -------
Net income................................................ $ 0.87 $ 0.53 $ 0.72 $ 0.41
======== ======= ======== =======
WEIGHTED AVERAGE SHARES OUTSTANDING......................... 10,884 10,667 10,691 8,594
======== ======= ======== =======
BALANCE SHEET DATA(3):
Working capital............................................. $ 38,015 $24,652 $ 25,205 $24,459
Total assets................................................ 227,669 74,168 79,691 71,379
Long-term debt, including current maturities................ 112,840 17,391 16,024 16,269
Shareholders' equity........................................ 57,067 45,271 47,411 39,665
</TABLE>

- ---------------

(1) Includes the operations of Scott Pickford beginning on March 1, 1997 and
Saybolt beginning on May 1, 1997, the acquisitions of which were accounted
for as purchases.
(2) Historical results have been restated to reflect the operations of
ProTechnics, the acquisition of which on December 31, 1996 was accounted for
as a pooling-of-interests.
(3) At end of period.
(4) Transaction costs associated with the merger of ProTechnics.
(5) Extraordinary loss due to write-off of deferred debt costs and prepayment
penalties related to retirement of debt using proceeds from the initial
public offering.

12
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and notes thereto incorporated by reference herein.

RESULTS OF OPERATIONS

The following table sets forth certain percentage relationships based on
the Company's consolidated statements of operations for the periods indicated;
such table reflects the merger of ProTechnics on December 31, 1996 (accounted
for as a pooling-of-interests) and the results of the acquisitions of Scott
Pickford beginning March 1, 1997 and Saybolt beginning May 1, 1997 (accounted
for as purchases). See "Business -- Acquisitions."

<TABLE>
<CAPTION>
% INCREASE (DECREASE)
----------------------------
NINE MONTHS NINE MONTHS
ENDED YEAR ENDED ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31,
------------- ------------- ------------- ------------
1997 1996 1996 1995 1997 VS 1996 1996 VS 1995
----- ----- ----- ----- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Services........................................ 85.6% 76.4% 76.4% 71.3% 108.2 28.9
Sales........................................... 14.4 23.6 23.6 28.7 13.5 (1.0)
----- ----- ----- -----
Total revenues............................ 100.0% 100.0% 100.0% 100.0% 85.9 20.3
===== ===== ===== =====
Operating expenses:
Costs of services............................... 66.6% 61.0% 61.5% 58.2% 102.8 27.1
Costs of sales.................................. 13.1 19.3 18.8 23.7 25.8 (4.7)
General and administrative expenses............. 3.1 3.5 3.4 3.1 60.4 30.9
Depreciation and amortization................... 4.9 4.4 4.4 3.7 114.7 41.0
Transaction costs associated with merger ....... -- -- 0.3 -- * *
Other income, net............................... (0.1) (0.5) (0.6) (0.1) (58.4) *
----- ----- ----- -----
Total operating expenses.................. 87.6 87.7 87.8 88.6 85.7 19.2
Income before interest expense, income tax and
extraordinary item.............................. 12.4 12.3 12.2 11.4 87.0 28.7
Interest expense.................................. 2.9 1.5 1.4 3.4 274.3 (52.7)
----- ----- ----- -----
Income before income tax and extraordinary item... 9.5 10.8 10.8 8.0 62.2 63.8
Income tax expense................................ 2.9 3.5 3.5 2.5 49.2 71.1
----- ----- ----- -----
Income before extraordinary item.................. 6.6% 7.3% 7.3% 5.5% 68.5 60.5
===== ===== ===== =====
</TABLE>

- ---------------

* Percentage not meaningful.

Nine Months Ended September 30, 1997 and 1996

Services revenue for the nine-month period ended September 30, 1997
increased 108.2% to $122.3 million. The increase was primarily due to (i)
increased worldwide demand for reservoir core and fluids analysis and (ii)
additional revenue attributable to the March 1, 1997 acquisition of Scott
Pickford and the May 12, 1997 acquisition of Saybolt.

Sales revenue for the nine month period ended September 30, 1997 was up
13.5% to $20.6 million compared to the prior year. The increase was primarily
attributed to the acquisition of Scott Pickford's manufacturing division and was
slightly off-set by decreased sales of integrated octane-measuring and process
analyzer systems due to a weaker U.S. refining market.

Costs of services as a percentage of services revenue for the nine months
ended September 30, 1997 improved slightly compared to a year ago, due to
improved cost savings and efficiencies.

Costs of sales as a percentage of sales revenue for the nine months ended
September 30, 1997 weakened compared to a year ago due to increased sales of
lower margin products.

General and administrative expenses for the nine months ended September 30,
1997 increased $1.6 million as compared to the corresponding period in 1996. The
increase was primarily due to increased personnel costs and administrative
expenses due to the Company's growth through

13
<PAGE> 15

acquisitions; however, such expenses decreased as a percent of revenues. The
Company's ongoing program to maintain tight controls over expenses has resulted
in maintaining general and administrative expenses as a percentage of sales
under 4%.

Depreciation and amortization expense for the nine months ended September
30, 1997 increased $3.8 million as compared to the same period in 1996, due
primarily to the acquisitions of Scott Pickford and Saybolt.

Interest expense for the nine months ended September 30, 1997 increased
$3.0 million as compared to 1996. The increase was primarily due to the
additional borrowings used to finance the Saybolt and Scott Pickford
acquisitions.

The Company's effective income tax rate was approximately 30% for the nine
months ended September 30, 1997 as compared to 32.6% for the nine months ended
September 30, 1996.

Years Ended December 31, 1996 and 1995

Total revenue for 1996 was $105.4 million, an increase of 20.3% from $87.6
million in the prior year. Revenue gains of 28.9% were realized by the Company's
services operations for 1996 compared to 1995. Services revenue primarily
increased as a result of (i) increased demand for reservoir core and fluids
analysis, (ii) increased demand for tracing and logging services and (iii)
additional revenue from the December 1995 acquisition of PACE Incorporated
analytical laboratories ("PACE") and the January 1996 acquisition of Gulf States
Analytical, Inc. ("GSAI"). Sales revenue for 1996 was comparable to 1995.

The combined cost of services and sales as a percentage of revenue for 1996
improved slightly compared to the previous year due to improved cost savings and
efficiencies.

General and administrative expenses increased $0.8 million in 1996 to $3.6
million. The increase was primarily attributable to costs associated with being
a publicly traded company and increased personnel costs due to growth. The
Company's ongoing program to maintain tight controls over expenses has resulted
in maintaining general and administrative expenses as a percentage of sales
under 4%. As a percentage of net sales, general and administrative expenses were
3.4% and 3.1% for 1996 and 1995, respectively.

Depreciation and amortization expense for 1996 increased to $4.6 million
from $3.3 million in 1995 primarily due to capital expenditures for new
equipment and the acquisitions of Pastech, Inc., PACE and GSAI.

Transaction costs totaling $0.4 million associated with the ProTechnics
merger, which was accounted for as a pooling-of-interests, were expensed in the
fourth quarter of 1996 and primarily consist of legal, accounting and investment
banking fees.

Other income for 1996 increased $0.5 million from 1995 due primarily to (i)
remuneration of $0.3 million from the State of California for property taken
through rights of eminent domain in connection with road construction and (ii)
exchange gains on transactions denominated in foreign currencies.

Interest expense decreased 52.7% to $1.4 million for 1996 compared to $3.0
million in 1995, due to a reduction in debt after the Company's initial public
offering of 2.8 million Common Shares in September 1995.

The Company's effective income tax rate was 32.6% and 31.3% in 1996 and
1995, respectively. The Company's tax rate is less than the statutory rate of
35% in The Netherlands, primarily as a result of lower tax rates and export
sales benefits in countries where the Company operated through subsidiaries, and
is partially offset by state and provincial taxes.

14
<PAGE> 16

LIQUIDITY AND CAPITAL RESOURCES

On May 12, 1997 the Company entered into the Credit Facility, which was
used to finance the acquisitions of Saybolt and Scott Pickford, as well as
refinance a previous credit facility. The Credit Facility provides for (i) a
term loan of $55 million, (ii) a term loan denominated in British pounds having
a U.S. dollar equivalency of $15 million, (iii) a committed revolving debt
facility of $50 million and (iv) a Netherlands guilder denominated revolving
debt facility with a U.S. dollar equivalency of $5 million. Loans under the
Credit Facility will generally bear interest from LIBOR plus 0.75% to a maximum
of LIBOR plus 1.75%. The term loans require quarterly principal payments
beginning March 31, 1999 with the final principal payment due June 30, 2002. The
revolving debt facilities require interest payments only, until maturity on June
30, 2002. The terms of the Credit Facility require the Company to meet certain
financial covenants, including certain minimum equity and cash flow tests.

The Company has generally funded its activities from cash flow from
operations, although the Company financed substantially all of the purchase
price for the acquisitions of Saybolt and Scott Pickford with borrowings under
the Credit Facility. At September 30, 1997, the Company had working capital of
$38.0 million (of which $8.8 million was cash and short-term investments) and a
current ratio of 1.8 to 1.0 compared to working capital of $25.2 million (of
which $2.9 million was cash and short-term investments) and a current ratio of
2.5 to 1.0 at December 31, 1996. The Company is a holding company that conducts
substantially all of its operations through subsidiaries. Consequently, the
Company's cash flow is wholly dependent upon the ability of its subsidiaries to
pay cash dividends or otherwise distribute or advance funds to the Company. All
of the Company's material subsidiaries are guarantors or co-borrowers under the
Credit Facility.

The Company expects to fund any future acquisitions primarily through a
combination of working capital, cash flow from operations, bank borrowings
(including the Credit Facility) and issuance of additional equity. Although the
Credit Facility imposes certain limitations on the incurrence of additional
indebtedness, in general the Company will be permitted to assume, among other
things, indebtedness of acquired businesses, subject to compliance with the
financial covenants of the Credit Facility.

The Company anticipates that its cash flow from operations will provide
cash in excess of the Company's normal working capital needs and planned capital
expenditures for property, plant and equipment. Capital expenditures for the
first nine months of 1997 were $10.4 million and for 1996 totaled $6.3 million.
The Company used existing cash and borrowed approximately $107 million under the
Credit Facility to fund (i) $67.0 million paid in connection with the Saybolt
Acquisition, and (ii) to retire approximately $31.1 million of its existing
indebtedness ($15.1 million of which had been incurred in connection with the
Company's acquisition of Scott Pickford). The Company issued 1.1 million Common
Shares in December 1996 to consummate the ProTechnics merger.

Due to the relatively low levels of inflation experienced in 1995, 1996 and
1997 inflation has not had a significant effect on the Company's results of
operations in recent periods.

OTHER MATTERS

The Company believes that the occurrence of the year 2000 will not cause
any material operating problem or liability for the Company or any of its
subsidiaries and that its software is "year 2000 compliant" in all material
respects.

15
<PAGE> 17

BUSINESS

GENERAL

The Company is one of the leading providers of petroleum reservoir
description data and production management services for maximizing hydrocarbon
recovery from new and existing fields. The Company's customers include major,
independent, national and international oil and gas producers. The Company is
the world's largest provider of petroleum reservoir rock and fluids analyses and
multidisciplinary reservoir description studies. The Company is also a leading
provider of field services evaluating the efficiencies of well completions and
the effectiveness of enhanced oil recovery projects. In addition, the Company
manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems. Currently, the Company operates
over 70 facilities in over 50 countries and has approximately 3,000 employees.

BACKGROUND

The Company was established in 1936 and operated as a division of WAII from
1987 to 1994. On September 30, 1994, a group of investors, including 14 members
of management, purchased the business and substantially all of the assets of the
Core Laboratories division from WAII. In September 1995, the Company issued
2,800,000 Common Shares at $12.00 per share in an initial public offering and
commenced trading on the Nasdaq Stock Market.

BUSINESS STRATEGY

Client-Driven Research and Development

The Company's research and development strategy is designed to maintain and
enhance its market leadership position in its principal businesses by
emphasizing the development of technology, services and products to meet the
needs of its customers, who are continually seeking to lower their costs of
finding, developing, producing and refining hydrocarbons. The Company's strategy
reflects the trend towards increased utilization of advanced technologies to
enhance the efficiency of development drilling, reduce the costs associated with
production of known reserves, maximize the efficiency of secondary and tertiary
recovery techniques, and reduce finding and development costs for new reserves.
While the aggregate number of wells being drilled per year has remained
relatively constant in recent years, oil and gas producers have increased
expenditures on high-technology services, including advanced reservoir rock and
fluids analyses, that assist in the development of more complete and
comprehensive analyses of reservoir characteristics and hydrocarbon fluids. The
Company will continue to concentrate on developing technologies related more to
development and production efficiencies, as opposed to those related to the more
volatile exploration sector of the oil and gas industry.

International Expansion of Services and Products

16
<PAGE> 18

countries. Management believes this integration will expand the related markets
served by ProTechnics, Scott Pickford, Saybolt and other businesses acquired in
the future.

Acquisitions

ProTechnics Merger. On December 31, 1996, the Company issued approximately
1.1 million Common Shares in exchange for substantially all of the outstanding
stock of ProTechnics. ProTechnics, headquartered in Houston, Texas, is one of
the leading providers of services that measure the effectiveness of well
stimulations and completions utilizing its proprietary ZeroWash(R) and
SpectraScan(R) technologies. ProTechnics is also the leader in determining the
efficiencies of enhanced recovery projects through field tracer surveys.
ProTechnics revenues totaled $11.6 million, $7.5 million and $6.5 million for
fiscal 1996, 1995, and 1994, respectively.

Scott Pickford Acquisition. On March 1, 1997, the Company acquired control
of a majority of the outstanding shares of Scott Pickford. The Company has since
acquired the remaining shares; the total consideration paid for Scott Pickford
was approximately $15.1 million. Scott Pickford provides petroleum reservoir
management, geoscience, geophysical and engineering services to its customers.
Scott Pickford reported revenues of $13.2 million, $13.3 million and $7.5
million for its fiscal years ended March 31, 1996, 1995, and 1994, respectively.
The acquisition was financed through borrowings, accounted for using the
purchase method of accounting and resulted in approximately $12.2 million of
goodwill which is being amortized over a 40-year period. Scott Pickford's
results of operations are included with those of the Company beginning March 1,
1997. The purchase price allocations have been completed on a preliminary basis,
thus as additional information concerning the value of the assets acquired and
liabilities assumed becomes known additional adjustments will be made to the
purchase price allocation included in the Company's financial statements.

Saybolt Acquisition. On May 12, 1997, the Company consummated the Saybolt
acquisition for $67 million in cash and the assumption of $5 million of net
debt. Saybolt provides analytical and field services to characterize properties
of crude oil and petroleum products to the oil industry. Saybolt operates in
over 50 countries, including an existing presence in the Commonwealth of
Independent States, which will provide the operating experience and base from
which the Company can offer reservoir description and production management
services. Saybolt reported revenues of $105.4 million, $97.8 million and $90.3
million in 1996, 1995 and 1994, respectively. The transaction was accounted for
using the purchase method which resulted in approximately $60.6 million of
goodwill which is being amortized over a 40-year period. Financing for the
transaction was provided through the Credit Facility (see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources"). Saybolt's results of operations
are included with those of the Company beginning on May 1, 1997. The purchase
price allocations have been completed on a preliminary basis, thus as additional
information concerning the value of the assets acquired and liabilities assumed
becomes known additional adjustments will be made to the purchase price
allocation included in the Company's financial statements.

Impact of Business Strategy

The Company believes that the implementation of these strategies has
already contributed to the significant increase in income before interest
expense, income tax and extraordinary item to $17.7 million for the nine months
ended September 30, 1997 from $9.4 million for the nine months ended September
30, 1996, and $7.4 million for the nine months ended September 30, 1995.

17
<PAGE> 19

RECENT DEVELOPMENTS

Pending Stim-Lab, Inc. Merger

On October 22, 1997, the Company signed a letter of intent to acquire the
outstanding shares of Stim-Lab in exchange for approximately 230,000 Common
Shares. Stim-Lab, with additional offices in Houston, Texas and Edinburgh,
Scotland, is a leading provider of analytical and field services used to
maximize the efficiencies and effectiveness of petroleum reservoir stimulations.
Currently, Stim-Lab heads four industry consortia which evaluate fracture
proppants, gels, acid stimulations and horizontal well completions. Both Core
Laboratories and ProTechnics utilize results from these consortia to better
design well completion and stimulation programs.

Two-for-One Stock Split

OPERATIONS

The Company derives its revenues from services and sales to customers
primarily in one industry segment, the oil and gas industry, and conducts its
business through two closely related operations:

Services

The Company provides reservoir rock and fluids analyses; field services to
evaluate the effectiveness of well completions, stimulations and enhanced oil
recovery projects; geological and geophysical engineering; and analysis of
water, soil and air samples for organic and inorganic contaminants. Typically,
rock and fluids samples are collected from wells drilled into known or potential
petroleum reservoirs and sent to the Company for analyses. These analyses
accurately measure the petrophysical properties of the rocks and
pressure-volume-temperature relationships of the reservoir fluids to help
determine the commercial viability of the hydrocarbon accumulation, and to
develop a production program that maximizes ultimate hydrocarbon recovery. The
data also are used to calibrate and validate wireline logs that may be used to
estimate certain properties of the reservoir. Without measured calibration data,
wireline log estimates can produce erroneous values which could lead to
incorrect decisions regarding the development or abandonment of hydrocarbon
accumulations.

The data generated by the Company's analyses are used during all stages of
the well cycle from exploration to primary and secondary production and
decisions concerning the abandonment of a property. Recent advances in drilling
and coring technologies have significantly reduced the cost of retrieving core
samples from reservoirs. The Company expects these developments to lead to
increased use of reservoir data obtained from rock core sample analyses. The
data generated by the Company's analyses also provide information that is used
to improve the processing and interpretation of 2-D and 3-D seismic programs and
management believes such data will be used as a component of reservoir
production management based on emerging 4-D seismic technologies. Oil and gas
producers have been increasing expenditures for analytical services to reduce
their risks in developing and producing oil and gas reservoirs, and lower their
costs of finding, developing and producing oil and gas.

The most basic analyses of rock properties provided by the Company measure
porosity and permeability, which determine the storage and flow capacities of
potential reservoirs. In addition to basic measurements, which are made at
surface conditions, the Company is increasingly providing technologically
advanced analyses of reservoir rock and fluids involving the simulation of the
reservoir's actual subsurface conditions. The Company also performs advanced
analyses of reservoir

18
<PAGE> 20

fluids at varying pressure and temperature conditions to determine their
physical and chemical properties at various points during the producing life of
a field.

As a result of the ProTechnics merger, the Company provides field services
used to design and measure the effectiveness of well completion and stimulation
programs and to maximize the hydrocarbon yields of enhanced recovery projects.
The services offered by ProTechnics are field extensions of the laboratory
studies of reservoir rocks and fluids conducted by Core Laboratories. As a
result of the Scott Pickford acquisition, the Company provides solutions from
designing the well completion, stimulation or enhanced recovery project to
measuring the performance in the field. Demand for these services has been
increasing, especially internationally, as oil and gas companies put more
emphasis on producing incremental amounts of hydrocarbons from established
fields.

ProTechnics is one of the leading providers of services that measure the
effectiveness of well stimulations and completions utilizing its proprietary
ZeroWashH and SpectraScanH technologies. ProTechnics is also the leader in
determining the efficiencies of enhanced recovery projects through field tracer
surveys. The Company is currently developing electromagnetic wireless
communication tools that can be used to monitor various bottom hole well
conditions during completion or production operations, as well as measurement
while drilling (MWD) systems. ProTechnics has won Special Meritorious
Engineering Awards for its innovative technologies in three of the past four
years at the annual Offshore Technology Conference (OTC). Core Laboratories
employs these new technologies to complement laboratory services associated with
the prevention of formation damage, phase behavior relationships of downhole
reservoir fluids, and better design of water or miscible floods for enhanced
recovery projects.

The Company also provides analytical testing of petroleum products,
including octane testing and the analysis of crude oil, natural gas, lubricants,
greases and other petroleum products and chemicals. The Company's services
operation serves a diverse customer base including oil and gas exploration and
production companies; petroleum refineries and processors; and engineering and
consulting firms.

The Company adheres to the strict quality standards that are demanded by
various in-house and proprietary procedures, as well as standards established by
the American Society of Testing and Materials (ASTM), which are used in a
variety of petroleum services analyses. Management believes the Company
demonstrates its commitment to quality by providing resources, money, time and
education to maintain its reputation as a high-quality provider of
high-technology analytical and consulting services. All of the Company's
laboratories participate in its internal quality improvement process, which is
designed to ensure that customer and regulatory requirements are met.

Ongoing research and development is an important part of the Company's
services operations. The Company has in the past committed significant resources
to research and development and anticipates that it will continue to do so in
the future. Over the years, the Company has made a number of technological
advances, including the development of key technologies utilized in the
Company's laboratories. Substantially all of the new technologies have resulted
from requests and guidance from the Company's clients, especially major oil
companies.

Services are offered worldwide through the Company's technology network of
over 70 sales, service and laboratory facilities located in over 50 countries.
Services accounted for approximately 86%, 76%, 76% and 71% of the Company's
total revenues for the nine months ended September 30, 1997 and 1996 and the
fiscal years ended December 31, 1996 and 1995, respectively.

Sales

The Company's sales operation complements its services operation. The
Company designs and manufactures a wide range of laboratory instrumentation and
equipment for reservoir rock and fluids analyses, including a majority of the
proprietary equipment used in the Company's services facilities. The sale of the
Company's proprietary equipment to non-competing customers has generated

19
<PAGE> 21

additional revenues for its services operation by maintaining and enhancing
customer relations and generating demand for complementary services. The Company
is the world's leading supplier of integrated octane measurement systems,
equipment and services for refineries and laboratories. The Company has no
significant competitor in this market. The full range of products and services
includes on-line process and laboratory equipment, engineering services, and
education programs to refineries throughout the world.

The Company also provides process analyzer systems that are used for the
measurement, analysis and monitoring of various process streams in the refining,
petrochemical and chemical industries. The Company's process analyzer systems
are provided on a turnkey basis, which includes engineering and design, material
procurement, assembly, piping/tubing, wiring, testing and documentation. On-site
field installation, startup/commissioning, and customer training are provided by
the Company's experienced technical representatives.

The Company currently offers its products worldwide through 11 domestic and
international facilities, including five that perform manufacturing operations.
Sales revenue accounted for approximately 14%, 24%, 24% and 29% of the Company's
total revenues for the nine months ended September 30, 1997 and 1996 and the
fiscal years ended December 31, 1996 and 1995, respectively.

The sales backlog at September 30, 1997 was approximately $14.9 million
compared with $9.6 million and $9.3 million at December 31, 1996 and 1995,
respectively.

MARKETING AND SALES

The Company markets and sells its services and products through a
combination of print advertising, technical seminars and trade shows, sales
personnel and representatives. Print advertising is placed on a regular basis in
trade and technical magazines targeted to the Company's customers. Direct sales
and marketing are carried out by the Company's integrated sales force and
operating managers and enhanced by sales representatives and distributors in
various markets where the Company does not have offices.

RESEARCH AND DEVELOPMENT

PATENTS AND TRADEMARKS

The Company believes its patents, trademarks and other intellectual
property rights are an important factor in maintaining its technological
advantage. Typically, the Company will seek to protect its intellectual
technology in all jurisdictions where the Company believes the cost of such
protection is warranted.

INTERNATIONAL OPERATIONS

The Company operates facilities in over 50 countries. The Company's
non-U.S. operations accounted for approximately 55%, 36% and 40% of the
Company's revenues during the nine months ended September 30, 1997 and fiscal
years ended December 31, 1996 and 1995, respectively. The Company's business is
subject to various risks beyond its control, such as instability of foreign
economies and governments, currency fluctuations, overlap of different tax
structures, and changes in laws and policies affecting trade and investment. Any
of such factors might cause facilities in some countries to become unprofitable,
possibly resulting in the closing of such facilities. The Company attempts to
limit its exposure to foreign currency fluctuations by limiting the amount which
its

20
<PAGE> 22

foreign contracts are denominated in a currency other than U.S. dollars to an
amount generally equal to expenses expected to be incurred in such foreign
currency. The Company has not historically engaged in and does not currently
intend to engage in any significant hedging or currency trading transactions
designed to compensate for adverse currency fluctuations.

ENVIRONMENTAL REGULATION

The Company's operations use many chemicals and gases and the Company is
subject to a variety of federal, state, local and foreign laws and regulations
related to the use, storage, discharge and disposal of such chemicals and gases
and other emissions and wastes. Consistent with the Company's quality assurance
and control principles, the Company has established proactive environmental
policies with respect to the handling and disposal of such chemicals, gases,
emissions and waste materials from its operations. The Company has engaged
outside consultants to audit its environmental activities and has implemented
health and safety education and training programs. The Company has not suffered
material environmental claims in the past. Management believes that the
Company's operations are in substantial compliance with applicable environmental
laws and regulations, and that continued compliance with existing requirements
will not have a material adverse effect on the Company. However, public interest
in the protection of the environment has increased dramatically in recent years
and the Company anticipates that the trend of more expansive and stricter
environmental laws and regulations will continue, the occurrence of which may
result in increased capital expenditures or operating expenses by the Company.

COMPETITION

The businesses in which the Company operates are highly competitive.
Several of the Company's competitors are divisions or subsidiaries of companies
that are substantially larger and have greater financial and other resources
than the Company. While no one company competes with the Company in all of its
product and service lines, the Company faces significant competition, primarily
from independent, regional companies. The Company competes in different product
and service lines to various degrees on the basis of price, technical
performance, availability, quality, and technical support. The Company's ability
to compete successfully depends on elements both within and outside of its
control, including successful and timely development of new products and
services, performance and quality, customer service, pricing, industry trends,
and general economic trends.

EMPLOYEES

As of September 30, 1997, the Company had approximately 3,000 employees.
The Company does not have any material collective bargaining agreements and
considers relations with its employees to be good.

21
<PAGE> 23

MANAGEMENT

The Company's Amended and Restated Articles of Association (the "Articles
of Association") provide for one or more Supervisory Directors. The Company's
Supervisory Board is classified into three classes, with the directors of each
class having staggered three-year terms. The members of the Supervisory Board
are proposed by the Supervisory Board and elected at the general shareholders'
meeting by a majority of the votes cast at the meeting. The shareholders may
override the proposal of the Supervisory Board by vote of two-thirds of the
votes cast at the meeting if more than one-half of the outstanding share capital
is present or represented. The members of the Supervisory Board appoint a
chairman of the Supervisory Board from among the members of the Supervisory
Board. Resolutions of the Supervisory Board generally require the approval of a
majority of its members. The Supervisory Board meets upon request by its
Chairman or two or more of its members.

Members of the Supervisory Board must retire no later than at the ordinary
general meeting of shareholders held after a period of three years following
their appointment, but may be re-elected. In addition, as required by
Netherlands laws, a member of the Supervisory Board must retire at the ordinary
general meeting of shareholders held in the year in which he reaches the age of
72. The Company currently has nine Supervisory Directors. Pursuant to the
Articles of Association, members of the Supervisory Board may be suspended or
dismissed by the general meeting of shareholders. The Supervisory Board may make
a proposal to the general meeting of shareholders for the suspension or
dismissal of one or more of its members. The members of the Supervisory Board
may receive such compensation as may be authorized by the Supervisory Board.

The information set forth below includes the names, ages, principal
occupations and length of service of each of the Supervisory Directors and
executive officers, as well as any other directorships held by them.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Bob G. Agnew................... 66 Supervisory Director
Richard L. Bergmark............ 44 Chief Financial Officer, Treasurer and Supervisory Director
David M. Demshur............... 42 President, Chief Executive Officer and Supervisory Director
John D. Denson................. 40 Vice President, General Counsel and Secretary
Joseph R. Perna................ 54 Senior Vice President and Supervisory Director
Frerik Pluimers................ 50 Supervisory Director
Timothy J. Probert............. 45 Supervisory Director
James A. Read.................. 47 Supervisory Director
Jacobus Schouten............... 44 Supervisory Director
Stephen D. Weinroth............ 58 Chairman of the Supervisory Board and Supervisory Director
</TABLE>

Bob G. Agnew was, until his retirement in January of 1994, Manager of
Drilling for International Operations for Exxon Company International (a
division of Exxon Corporation) and a member of the Production Advisory Committee
of Exxon Production Research Company. Mr. Agnew is a member of the Society of
Petroleum Engineers and has served on its Drilling Technical Committee. He has
served as a Supervisory Director since 1995.

Richard L. Bergmark joined WAII as Treasurer in 1987. In 1991, he became
the Area Manager for Finance and Administration for Europe, Africa and the
Middle East operations of Western Geophysical, and in 1994 he became Chief
Financial Officer of the Company. Mr. Bergmark presently serves as Chief
Financial Officer, Treasurer and a Supervisory Director of the Company. He has
served as a Supervisory Director since 1995.

David M. Demshur joined the Company in 1979 and has held various operating
positions since that date, including Manager of Geological Sciences, Vice
President of Europe, Africa and the Middle East in 1989, Senior Vice President
of Petroleum Services in 1991 and President in 1994. Mr. Demshur presently
serves as President, Chief Executive Officer and a Supervisory Director of the
Company. He has served as a Director since 1994. Mr. Demshur is a member of the
Society of

22
<PAGE> 24

Petroleum Engineers, the American Association of Petroleum Geologists, Petroleum
Exploration Society of Great Britain and the Society of Core Analysts Section of
the Society of Professional Well Loggers Association.

John D. Denson joined WAII as Division Counsel in 1992, with responsibility
for the Core Laboratories division. Mr. Denson presently serves as Vice
President, General Counsel and Secretary of the Company and is a member of the
State Bar of Texas.

Joseph R Perna joined the Company as General Manager in 1985 and has held
various operating positions since that date. In 1991, he was promoted to Senior
Vice President, with responsibility for certain Laboratory Services operations
and the Technology Products Division. Mr. Perna presently serves as Senior Vice
President and a Supervisory Director of the Company. He has served as a
Supervisory Director since 1995.

Frerik Pluimers joined Saybolt in 1973 as Laboratory Manager of one of its
subsidiaries. In 1978, he became General Manager of such subsidiary. In 1982, he
became Managing Director of a different Saybolt subsidiary, and in 1992 he
became the President and Chief Executive Officer of Saybolt, the title he
maintains as of the date hereof. Mr. Pluimers also serves as Honorary Consul of
the Republic of Gambia in The Netherlands. He has served as a Supervisory
Director since May 1997.

Timothy J. Probert has served as the President of Baker Hughes, Inteq (a
business unit of Baker Hughes Inc., a diversified oil service company ("Baker
Hughes")) since September 1996 and Vice President of Baker Hughes since March
1994. He joined Baker Hughes in 1972, where he has held various management
positions, including Vice President of Drilling and Evaluation Technology for
Baker Hughes Inteq, President of Eastman Teleco, President of Millwork Drilling
Fluids and Vice President of Marketing for Baker Sand Control. Mr. Probert has
served as a Supervisory Director since 1995.

James A. Read is a member of the board of directors of Mezzanine Management
Limited, the firm which serves as the investment advisor to First Britannia
Mezzanine N.V. ("First Britannia") since First Britannia's formation in 1988.
First Britannia is an investment company whose funds are provided by
institutional investors, and it has been a mezzanine lender to, and investor in,
the Company since the purchase of the Company from WAII in 1994. Mr. Read has
been a Director of the Company since the purchase from WAII and is also a member
of the board of directors of The British Printing Company Limited, CB Holdings
SA, Page One Ltd., Western Sky, Inc., ITEQ, Inc., JJI, Inc. and Wellington
Holdings Plc.

Jacobus Schouten has been an executive officer of First Britannia since
1989. Mr. Schouten has been a Director of the Company since 1994, and he is a
member of the board of directors of various European companies, including CB
Holdings SA.

Stephen D. Weinroth is a Partner of Andersen, Weinroth & Co., L.P., an
investment firm, and a Managing Director of First Britannia, which position he
has held since its inception in 1988. From 1993 to 1995, he served as
Co-Chairman and Co-Executive Officer of VETTA Sports, Inc., an international
bicycle parts and accessories producer and distributor. Mr. Weinroth has been a
Director since 1994, the Chairman of the Supervisory Board since 1995 and is a
member of the board of directors of Hovnanian Enterprises, Inc., a
publicly-traded homebuilder, and Norbank.

23
<PAGE> 25

DESCRIPTION OF SHARE CAPITAL

Core Laboratories was organized under the law of The Netherlands by Deed of
Association dated August 4, 1994. Set forth below is a summary of certain
provisions contained in the Articles of Association and the law of The
Netherlands. Such summary does not purport to be complete statements of the
Articles of Association and the law of The Netherlands and is qualified in its
entirety by reference to the Articles of Association and such law.

The authorized share capital of Core Laboratories is NLG 990,000,
consisting of 30,000,000 Common Shares, each with a par value of NLG 0.03, and
3,000,000 Preference Shares, each with a par value of NLG 0.03 (Common Shares
and Preference Shares are sometimes collectively referred to herein as
"Shares"). As of September 30, 1997, 10,622,612 Common Shares were outstanding.
Common Shares and Preference Shares will be issued in registered form only. The
Transfer Agent and Registrar for the Common Shares is American Stock Transfer
Company.

COMMON SHARES

Each shareholder of record is entitled to one vote for each Common Share
held on every matter submitted to a vote of shareholders. In the event of the
liquidation, dissolution or winding up of the Company, and subject to the
liquidation preference of holders of Preference Shares, if any, holders of
Common Shares are entitled to receive, on a pro rata basis, all assets of the
Company remaining available for distribution to the holders of Common Shares.
The Articles of Association make no provision for cumulative voting and, as a
result, the holders of a majority of the Company's voting power will have the
power to elect all members of the Supervisory Board.

PREFERENCE SHARES

No Preference Shares are outstanding. The Supervisory Board has the
authority to issue Preference Shares from time to time for a period of five
years from the date of the consummation of the offering, which period may be
extended. If such Preference Shares are issued, holders thereof will be entitled
to receive, when, as and if declared by the Supervisory Board, dividends at a
rate to be determined by the Supervisory Board prior to any payment of dividends
to the holders of Common Shares. In addition, the holders of Preference Shares
may be entitled to a liquidation preference, payable in the event of any
liquidation, dissolution or winding up of the Company after satisfaction of any
indebtedness but before any distribution of assets is made to holders of Common
Shares.

Holders of Preference Shares will have a right to one vote for each
Preference Share held on every matter submitted to a vote of shareholders and
such holders will vote as a class on matters to be determined by the Supervisory
Board. If issued, the Supervisory Board may designate that the Preference Shares
may be converted into Common Shares under certain specified circumstances. Under
Netherlands law, the Supervisory Board may also authorize the issuance of
Preference Shares with payment to the Company of up to 75% of the par value of
such Preference Shares being deferred until such time as it is called by the
Company. Such issuance of Preference Shares may adversely affect, among other
things, the voting, dividend and liquidation rights of holders of Common Shares.
The issuance of Preference Shares may have the effect of delaying, deferring or
preventing a change of control of the Company. The Supervisory Board has no
present plans to issue any such Preference Shares.

SUMMARY OF CERTAIN OTHER MATTERS

Issue of Shares

The Company's shareholders have approved the issuance of up to an aggregate
of 1,537,000 authorized but unissued Common Shares upon exercise of options in
connection with the Company's 1995 Long-Term Incentive Plan, as amended, and the
Company's 1995 Nonemployee

24
<PAGE> 26

Director Stock Option Plan, as amended. Options have been granted under the 1995
Long-Term Incentive Plan to approximately 120 key employees.

Preemptive Rights

The Company's shareholders have also authorized the Supervisory Board to
issue such additional authorized but unissued Common Shares as the Supervisory
Board shall determine. Under the law of The Netherlands, such authorization can
only be granted for a five-year period and will expire May 28, 2002, subject to
future extension(s). Subject to the foregoing, under the Articles of
Association, each holder of Common Shares shall generally have a preemptive
right to subscribe with regard to any issue of Common Shares pro rata to the
shareholder's existing holdings of Common Shares, except for certain issuances
to employees and issuances for noncash consideration.

Repurchase of Common Shares

Subject to certain restrictions contained in the law of The Netherlands and
the Articles of Association, the Company currently has the authority to acquire
its own fully paid shares in an amount not to exceed 10% of the outstanding
shares at any time in open market purchases at any price not to exceed $50.00
per share or its equivalent in other currencies. Such authorization, which has
been granted by the shareholders, may not be granted for more than 18 months, is
currently valid through November 28, 1999. No such authorization will be
required if the Company acquires shares in its own capital for the purpose of
transferring the same to employees of the Company or of a group company under a
scheme applicable to such employees, provided that such shares are officially
listed on an exchange (including the Nasdaq Stock Market).

25
<PAGE> 27

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Shares as of September 30, 1997, and as adjusted to give
effect to the sale of the Common Shares offered hereby, by (i) each person known
to the Company to be the beneficial owner of 5% or more of the outstanding
Common Shares, (ii) each of the Company's supervisory directors, (iii) all of
the Company's Supervisory Directors and executive officers as a group and (iv)
each of the Selling Shareholders. Unless otherwise indicated, each person has
sole voting and dispositive power over the Common Shares listed. See
"Underwriting."

<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING(1)
-------------------- --------------------
NUMBER OF NUMBER OF NUMBER OF
SUPERVISORY DIRECTORS AND COMMON SHARES COMMON
EXECUTIVE OFFICERS SHARES PERCENT OFFERED(1) SHARES PERCENT
------------------------- --------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
Stephen D. Weinroth(2)................. 300,425(3) 2.8 300,425(3) 2.5
David M. Demshur....................... 219,417(4) 2.1 219,417(4) 1.8
Joseph R. Perna........................ 135,375(5) 1.3 135,375(5) 1.1
Richard L. Bergmark.................... 99,806(6) * 99,806(6) *
John D. Denson......................... 11,499(7) * 11,499(7) *
Timothy J. Probert..................... 3,000(3) * 3,000(3) *
Bob G. Agnew........................... 2,300(3) * 2,300(3) *
Frerik Pluimers........................ 2,000 * 2,000 *
James A. Read.......................... 2,000(3) * 2,000(3) *
Jacobus Schouten....................... -- * -- *
All Supervisory Directors and executive
officers as a group.................. 775,822(8) 7.3 775,822(8) 6.5
SELLING SHAREHOLDERS
First Britannia Mezzanine N.V.......... 4,201,267 39.6% 2,100,000 2,101,267 17.5%
Juliet Challenger, Inc................. 327,637 3.1% 188,339 139,298 1.2%
ProTechnics Incorporated............... 219,289 2.1% 100,000 119,289 *
HCC Investments, Inc................... 58,449 * 29,224 29,225 *
ProTechnics II......................... 219,289 2.1% 19,000 200,289 1.7%
Roger Samdahl.......................... 4,741 * 4,741 -- --
Robert Hurst........................... 2,744 * 2,744 -- --
</TABLE>

- ---------------

* Does not exceed 1.0%

(1) Assuming that the Underwriters' over-allotment option is not exercised.

(2) Mr. Weinroth, a Managing Director of First Britannia Mezzanine N.V.,
disclaims beneficial ownership of the Common Shares owned by such company.

(3) Includes 2,000 shares which may be acquired within 60 days pursuant to
outstanding stock options.

(4) Includes 11,911 shares held in Mr. Demshur's 401(k) plan and 7,500 shares
which may be acquired within 60 days pursuant to outstanding stock options.

(5) Includes 15,688 shares held in Mr. Perna's 401(k) plan and 6,250 shares
which may be acquired within 60 days pursuant to outstanding stock options.

(6) Includes 13,137 shares held in Mr. Bergmark's 401(k) plan and 5,000 shares
which may be acquired within 60 days pursuant to outstanding stock options.

(7) Includes 832 shares held in Mr. Denson's 401(k) plan and 4,000 shares which
may be acquired within 60 days pursuant to outstanding stock options.

(8) Includes 30,750 shares which may be acquired within 60 days pursuant to
outstanding stock options.

26
<PAGE> 28

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below (the "Underwriters"), through their representatives, BT
Alex. Brown Incorporated, Credit Suisse First Boston Corporation, Bear, Stearns
& Co. Inc. and Morgan Keegan & Company, Inc. (together, the "Representatives"),
have severally agreed to purchase from the Company and the Selling Shareholders
the following respective number of Common Shares at the public offering price
less the underwriting discounts and commissions set forth on the cover page of
this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
BT Alex. Brown Incorporated.................................
Credit Suisse First Boston Corporation......................
Bear, Stearns & Co. Inc.....................................
Morgan Keegan & Company, Inc................................
---------
Total.............................................
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Common Shares offered hereby if any of
such shares are purchased.

The Company and the Selling Shareholders have been advised by the
Representatives that the Underwriters propose to offer the Common Shares to the
public at the public offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not in excess
of $0. per share. The Underwriters may allow, and such dealers may
re-allow, a concession not in excess of $0. per share to certain other
dealers. After the Offering, the offering price and other selling terms may be
changed by the Underwriters.

The Company and certain of the Selling Shareholders have granted the
Underwriters an option, exercisable not later than 30 days after the date of
this Prospectus, to purchase up to 576,607 additional Common Shares at the
public offering price less the underwriting discounts and commissions set forth
on the cover page of this Prospectus. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage thereof that the number of Common
Shares purchased by it in the above table bears to 3,844,048, and the Company
and the Selling Shareholders will be obligated, pursuant to the option, to sell
such shares to the Underwriters. The Underwriters may exercise such option only
to cover over-allotments made in connection with the sale of the Common Shares
offered hereby. If purchased, the Underwriters will offer such additional shares
on the same terms as those on which the 3,844,048 shares are being offered.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act.

The Company has agreed that it will not sell or offer any Common Shares or
options, rights or warrants to acquire any Common Shares for a period of 90 days
after the date of this Prospectus without the prior written consent of the
Representatives, except for shares issued (i) in connection with acquisitions
and (ii) pursuant to the exercise of options granted under employee stock plans.
Further, the Company's Supervisory Directors, executive officers and certain
shareholders who beneficially own 775,822 shares in the aggregate have agreed
not to directly or indirectly sell or offer for sale or otherwise dispose of any
Common Shares for a period of 90 days after the date of this Prospectus without
the prior written consent of the Representatives.

The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.

27
<PAGE> 29

In connection with the Offering, the Underwriters may purchase and sell the
Common Shares in the open market. These transactions may include overallotment
and stabilizing transactions, "passive" market making and purchases to cover
syndicate short positions created in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Shares and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Shares than they are required to purchase from the Company in
the Offering. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the Common Shares sold in the Offering for their account may be reclaimed by the
syndicate if such Common Shares are repurchased by the syndicate in stabilizing
or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Shares, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the Nasdaq Stock Market, in the over-the-counter market or otherwise.

As permitted by Rule 103 under the Exchange Act, certain Underwriters (and
selling group members, if any) that are market makers ("passive market makers")
in the Common Shares may make bids for or purchases of the Common Shares in the
Nasdaq Stock Market until such time, if any, when a stabilizing bid for such
securities has been made. Rule 103 generally provides that (1) a passive market
maker's net daily purchases of the Common Shares may not exceed 30% of its
average daily trading volume in such securities for the two full consecutive
calendar months (or any 60 consecutive days ending within the 10 days)
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) a passive market maker may not effect
transactions or display bids for the Common Shares at a price that exceeds the
highest independent bid for the Common Shares by persons who are not passive
market makers and (3) bids made by passive market makers must be identified as
such.

Bankers Trust Company, an affiliate of BT Alex. Brown Incorporated, is a
lender and the administrative agent under the Credit Facility and has received
customary fees in connection therewith. The net proceeds of this Offering will
be used to repay a portion of the Company's indebtedness under the Credit
Facility. See "Use of Proceeds."

LEGAL MATTERS

Certain legal matters in connection with the offering made hereby will be
passed upon for the Company by Vinson & Elkins L.L.P., Houston, Texas, U.S.
counsel to the Company. The validity of the Common Shares offered hereby is
being passed upon for the Company by Nauta Dutilh, Rotterdam, The Netherlands,
Netherlands counsel to the Company. Andrews & Kurth L.L.P., Houston, Texas, will
serve as counsel to the Underwriters.

EXPERTS

The consolidated financial statements of the Company incorporated by
reference in this Prospectus, to the extent and for the periods indicated in
their report, have been audited by Arthur Andersen LLP, independent public
accountants. In that report, that firm states that with respect to a certain
subsidiary, its opinion is based on the report of other independent public
accountants, namely Grant Thornton LLP. The consolidated financial statements
referred to above have been incorporated by reference herein in reliance upon
the authority of those firms as experts in giving said reports. The financial
statements of Saybolt International B.V. incorporated in this Prospectus by
reference to the Current Report on Form 8-K/A of Core Laboratories N.V. dated
July 21, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

28
<PAGE> 30

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. In addition, copies of reports filed with the Commission may
be inspected at the Nasdaq Stock Market, 80 Merritt Boulevard, Trumbull,
Connecticut 06611.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Common Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Shares offered hereby.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete, and
in each instance reference is made to the copy of such document so filed for a
more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission by the Company pursuant
to the Exchange Act, are incorporated herein by reference and made a part of
this Prospectus:

(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, its Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;

(iii) the Company's Current Report on Form 8-K filed May 23, 1997; and

(iv) the Company's Current Report on Form 8-K/A filed July 21, 1997.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

29
<PAGE> 31

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE IN SUCH DOCUMENTS). WRITTEN OR TELEPHONE REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO JACOBUS SCHOUTEN, CORE LABORATORIES N.V., HERENGRACHT 424,
1017 BZ AMSTERDAM, THE NETHERLANDS, TELEPHONE (31-20) 420-3191.

30
<PAGE> 32

======================================================

NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE
COMMON SHARES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 9
Capitalization........................ 10
Price Range of Common Shares.......... 11
Dividend Policy....................... 11
Selected Consolidated Financial
Data................................ 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 16
Management............................ 22
Description of Share Capital.......... 24
Principal and Selling Shareholders.... 26
Underwriting.......................... 27
Legal Matters......................... 28
Experts............................... 28
Available Information................. 29
Incorporation of Certain Documents by
Reference........................... 29
</TABLE>

======================================================

======================================================
3,844,048 SHARES
[LOGO]
CORE LABORATORIES N.V.
COMMON SHARES
-------------------

PROSPECTUS
-------------------
BT ALEX. BROWN

CREDIT SUISSE FIRST BOSTON

BEAR, STEARNS & CO. INC.

MORGAN KEEGAN & COMPANY, INC.
, 1997
======================================================
<PAGE> 33

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses payable by the Company or the
Selling Shareholders in connection with the issuance and distribution of the
Common Shares registered hereby, other than underwriting discounts and
commissions. The Selling Shareholders will pay only the legal fees and expenses
of their counsel. All the amounts shown are estimates, except the registration
and NASD filing fees.

<TABLE>
<S> <C>
Registration fee............................................ $ 54,552
NASD filing fee............................................. 18,502
Fees and expenses of accountants............................ *
Fees and expenses of legal counsel of the Company........... *
Fees and expenses of legal counsel of the Selling
Shareholders.............................................. *
Rating agency fees.......................................... *
Printing and engraving expenses............................. *
Blue Sky fees and expenses (including counsel).............. *
Miscellaneous............................................... *
--------
Total............................................. $ *
========
</TABLE>

- ---------------

* To be provided by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Certain of the Company's directors and executive officers have entered into
indemnity agreements with the Company. The agreements provide, to the fullest
extent permitted by the law of The Netherlands, that the Company will indemnify
the directors and executive officers against any costs and expenses, judgments,
settlements and fines incurred in connection with any claim involving a director
or an executive officer by reason of his position as director or officer. A form
of indemnity agreement containing such standards of conduct is included as an
exhibit to the Company's Registration Statement of which this Prospectus is a
part.

The Articles of Association provide that the Company will, to the full
extent permitted by the law of The Netherlands, as amended from time to time,
indemnify, and advance expenses to, each of its now acting and former board
members, officers, employees and agents, whenever any such person is made a
party, or threatened to be made a party, in any action, suit or proceeding by
reason of his service with the Company. The Articles of Association also provide
that the Company may purchase and maintain directors' and officers' liability
insurance.

ITEM 16. EXHIBITS.

The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
below:

II-1
<PAGE> 34
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER EXHIBIT TITLE FOLLOWING DOCUMENTS
------- ------------- -------------------
<C> <S> <C>
*5.1 -- Opinion of Nauta Dutilh.........................
10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive
Plan (As Amended and Restated Effective as of
May 29, 1997)................................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.2 -- Core Laboratories N.V. 1995 Nonemployee Director
Stock Option Plan (As Amended and Restated
Effective as of May 29, 1997)................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.3 -- Form of Registration Rights Agreement entered
into by the Company and certain of its
shareholders, dated September 15, 1995.......... Form 10-Q, November 10, 1995
10.4 -- Purchase and Sale Agreement between Core
Holdings B.V. and Western Atlas International,
Inc., Western Atlas International, Nigeria Ltd.,
Western Atlas de Venezuela, C.A., Western Atlas
Canada Ltd. and Core Laboratories Australia Pty.
Ltd. dated as of September 30, 1994............. Form F-1, September 20, 1995
10.5 -- Non-competition Agreement between Western Atlas
International, Inc. and Core Holdings B.V. dated
as of September 30, 1994........................ Form F-1, September 20, 1995
10.6 -- Form of Indemnification Agreement entered into
by the Company and certain of its directors and
officers........................................ Form F-1, September 20, 1995
10.7 -- Indemnification Agreements, each dated as of
October 20, 1995, between the Company and each
of its directors and executive officers......... Form 10-Q, November 10, 1995
**10.8 -- 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 CIBC Inc., dated
as of July 18, 1997.............................
**23.1 -- Consent of Arthur Andersen LLP..................
**23.2 -- Consent of Grant Thornton LLP...................
**23.3 -- Consent of Price Waterhouse LLP.................
*23.4 -- Consent of Nauta Dutilh......................... Contained in Exhibit 5.1
**24.1 -- Powers of Attorney.............................. Included on the signature
page to this Registration
Statement
</TABLE>

- ---------------

* To be filed by amendment.

** Filed herewith.

II-2
<PAGE> 35

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(b) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefits plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3
<PAGE> 36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Amsterdam, The Netherlands, on the 31st day of
October, 1997.

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V.

By /s/ JACOBUS SCHOUTEN

--------------------------------------
Jacobus Schouten
Supervisory Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen D. Weinroth, David M. Demshur and Richard
L. Bergmark, or any of them, his true and law attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>

/s/ DAVID M. DEMSHUR President, Chief Executive October 31, 1997
- ----------------------------------------------------- Officer and Supervisory
David M. Demshur Director (Principal
Executive Officer and
Authorized Representative in
the United States)

/s/ JOSEPH R. PERNA Senior Vice President and October 31, 1997
- ----------------------------------------------------- Supervisory Director
Joseph R. Perna

/s/ RICHARD L. BERGMARK Chief Financial Officer, October 31, 1997
- ----------------------------------------------------- Treasurer and Supervisory
Richard L. Bergmark Director (Principal
Financial and Accounting
Officer)

/s/ STEPHEN D. WEINROTH Supervisory Director October 31, 1997
- -----------------------------------------------------
Stephen D. Weinroth
</TABLE>

II-4
<PAGE> 37
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>

Supervisory Director October 31, 1997
- -----------------------------------------------------
James A. Read

/s/ JACOBUS SCHOUTEN Supervisory Director October 31, 1997
- -----------------------------------------------------
Jacobus Schouten

/s/ TIMOTHY J. PROBERT Supervisory Director October 31, 1997
- -----------------------------------------------------
Timothy J. Probert

Supervisory Director October 31, 1997
- -----------------------------------------------------
Bob G. Agnew

/s/ FRERIK PLUIMERS Supervisory Director October 31, 1997
- -----------------------------------------------------
Frerik Pluimers
</TABLE>

II-5
<PAGE> 38

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER EXHIBIT TITLE FOLLOWING DOCUMENTS
------- ------------- -------------------
<C> <S> <C>
*1.1 -- Form of Underwriting Agreement..................
3.1 -- Articles of Association of the Company, as
amended (including English translation)......... Form F-1, September 20, 1995
4.1 -- Form of certificate representing Common
Shares.......................................... Form F-1, September 20, 1995
*5.1 -- Opinion of Nauta Dutilh.........................
10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive
Plan (As Amended and Restated Effective as of
May 29, 1997)................................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.2 -- Core Laboratories N.V. 1995 Nonemployee Director
Stock Option Plan (As Amended and Restated
Effective as of May 29, 1997)................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.3 -- Form of Registration Rights Agreement entered
into by the Company and certain of its
shareholders, dated September 15, 1995.......... Form 10-Q, November 10, 1995
10.4 -- Purchase and Sale Agreement between Core
Holdings B.V. and Western Atlas International,
Inc., Western Atlas International, Nigeria Ltd.,
Western Atlas de Venezuela, C.A., Western Atlas
Canada Ltd. and Core Laboratories Australia Pty.
Ltd. dated as of September 30, 1994............. Form F-1, September 20, 1995
10.5 -- Non-competition Agreement between Western Atlas
International, Inc. and Core Holdings B.V. dated
as of September 30, 1994........................ Form F-1, September 20, 1995
10.6 -- Form of Indemnification Agreement entered into
by the Company and certain of its directors and
officers........................................ Form F-1, September 20, 1995
10.7 -- Indemnification Agreements, each dated as of
October 20, 1995, between the Company and each
of its directors and executive officers......... Form 10-Q, November 10, 1995
**10.8 -- 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 CIBC Inc., dated
as of July 18, 1997.............................
**23.1 -- Consent of Arthur Andersen LLP..................
**23.2 -- Consent of Grant Thornton LLP...................
**23.3 -- Consent of Price Waterhouse LLP.................
*23.4 -- Consent of Nauta Dutilh......................... Contained in Exhibit 5.1
**24.1 -- Powers of Attorney.............................. Included on the signature
page to this Registration
Statement
</TABLE>

- ---------------

* To be filed by amendment.
<PAGE> 39

** Filed herewith.

<PAGE> 1

AMENDED AND RESTATED
CREDIT AGREEMENT

$55,000,000.00 TERM LOAN AND

EQUIVALENT IN DUTCH GUILDERS OF $5,000,000 REVOLVING LOAN
(OR DUTCH GUILDER SWING LINE LOAN) TO

CORE LABORATORIES N.V.,

$50,000,000 REVOLVING CREDIT LOAN TO

CORE LABORATORIES, INC.,

AND

EQUIVALENT IN POUNDS STERLING OF $15,000,000 TERM LOAN TO

CORE LABORATORIES (U.K.) LIMITED,
AS BORROWERS,

THE BANKS NAMED HEREIN,

AND

BANKERS TRUST COMPANY,
AS ADMINISTRATIVE AGENT AND A
GUILDER SWING LINE BANK

AND

NATIONSBANK, N.A.
AS SYNDICATION AGENT, ISSUING BANK AND A
GUILDER SWING LINE BANK

______________________________

DATED AS OF JULY 18, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PRELIMINARY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS, TERMS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02 Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.03 Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.04 References. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II COMMITMENTS AND TERMS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.01 Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02 Borrowing Procedures; Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.03 Issuing and Reimbursing the Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.04 The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.05 Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.06 Mandatory Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.07 Interest Accrual, Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.08 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.09 Payments, Notice of Certain Repayments and Computations . . . . . . . . . . . . . . . . . . 18
Section 2.10 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.11 Setoff, Counterclaims and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.12 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.13 Change of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.14 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.15 Claims Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE III CONDITIONS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 3.01 Conditions Precedent to Effectiveness, the Initial Borrowing . . . . . . . . . . . . . . . 26
Section 3.02 Conditions Precedent to All Letters of Credit and Loans . . . . . . . . . . . . . . . . . . 29

ARTICLE IV REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.01 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.02 Corporate Authority; Binding Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.03 No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 4.04 No Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 4.05 No Defaults or Violations of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.06 Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.07 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.08 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.09 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.10 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
Section 4.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.12 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.13 Title and Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.14 Patents and Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.16 Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.17 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.18 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.19 Credit Parties as Percentage of Consolidated Entity . . . . . . . . . . . . . . . . . . . . 35

ARTICLE V AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.01 Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.02 Taxes; Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5.03 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5.04 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.05 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.06 Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.07 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.08 Accounting Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.09 Use of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.10 Additional Guarantees and Stock Pledges . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 5.11 Further Assurances in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VI NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.01 Indebtedness Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.02 Lien Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.03 Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.04 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.05 Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.06 Consolidation and Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.07 Restricted Disbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 6.08 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.09 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.10 Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VII DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.02 Setoff in Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 7.03 No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 7.04 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C>
ARTICLE VIII THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT AND THE ISSUING BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.01 Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.02 Reliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 8.03 Agents, Affiliates and Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 8.04 Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 8.06 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.07 Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.08 Successor Syndication Agent and Issuing Bank . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.09 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 8.10 Execution of Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE IX GUARANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 9.01 Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 9.02 Guaranty Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 9.03 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 9.04 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 9.05 Continuing Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.06 Effect of Bankruptcy Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.07 Further Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 9.08 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.01 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.02 Participation Agreements and Assignments;
Inter-Creditor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 10.04 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 10.05 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 10.06 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 10.07 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 10.08 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 10.09 Counterparts and Facsimile Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 10.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 10.11 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 10.12 Submission to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 10.13 Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 10.14 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 10.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 10.16 Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 10.17 Final Agreement of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
</TABLE>

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<PAGE> 5
ANNEXES, EXHIBITS AND SCHEDULES

<TABLE>
<CAPTION>
Annex A Definitions
<S> <C>
Exhibit 1.01- C Form of Subordination Agreement
Exhibit 2.02(a) Form of Borrowing Request
Exhibit 2.02(c) Form of Conversion Notice
Exhibit 2.03 Form of Letter of Credit Request
Exhibit 2.04(a) Form of Tranche A Note
Exhibit 2.04(b) Form of Tranche B Note
Exhibit 2.04(c) Form of Revolving Note
Exhibit 2.04(d) Form of Guilder Revolving Note
Exhibit 2.04(e) Form of Guilder Swing Line Note
Exhibit 3.01(n) Form of Subrogation and Contribution Agreement
Exhibit 10.02 Form of Assignment and Acceptance Agreement

Schedule 1.01-A Agent Account
Schedule 1.01-B Borrower Account
Schedule 1.01-C Existing Letters of Credit
Schedule 4.01 Subsidiaries of the Parent and Related Information
Schedule 4.15 Environmental Disclosures
Schedule 6.01 Existing Indebtedness
Schedule 6.02 Existing Liens
</TABLE>

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<PAGE> 6
AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July
18, 1997 is among CORE LABORATORIES N.V., a Netherlands limited liability
company (the "Parent"), CORE LABORATORIES, INC., a Delaware corporation (the
"US Borrower"), CORE LABORATORIES (U.K.) LIMITED, a company organized under the
laws of England and Wales (the "UK Borrower" and, together with the Parent and
the US Borrower, the "Borrowers"), the banks named on the signature pages
hereto (together with their respective successors and assigns in such capacity,
the "Banks"), BANKERS TRUST COMPANY, as a Guilder Swing Line Bank and the
administrative agent for the Banks (together with its successors and assigns in
such capacity, the "Administrative Agent") and NATIONSBANK, N.A., as a Guilder
Swing Line Bank and 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"), 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 and defined in Article I are used herein as
so defined.

PRELIMINARY STATEMENT

The Parent, the US Borrower, the UK Borrower, the
Administrative Agent, the Syndication Agent, and each of two said Agents, as
existing Banks, previously entered into a Credit Agreement dated May 12, 1997
(the "Prior Credit Agreement") relating to the extension of various Loans to
the Borrowers by said existing Banks. The Borrowers have now requested that
certain of said Loans be modified and amended from the structure described in
the Prior Credit Agreement and additional Persons have agreed to become Banks
hereunder. Specifically, the Borrowers have requested that the Banks refinance
the Loans of the Prior Credit Agreement by providing (a) the Parent with a
$55,000,000 term loan facility and the Equivalent in Dutch Guilders of a
$5,000,000 revolving credit facility, (b) the US Borrower with a $50,000,000
revolving credit facility providing for letters of credit and revolving loans,
and (c) the UK Borrower with the Equivalent in Pounds Sterling of a $15,000,000
term loan facility, each of which will be used to refinance and rearrange the
Indebtedness existing under the Prior Credit Agreement and otherwise as
specified herein. The Parent has also requested that the Guilder Swing Line
Banks provide it with the Equivalent in Dutch Guilders of a $5,000,000
revolving credit facility in the form of a Guilder Swing Line Loan, which will,
initially, substitute for the $5,000,000 Dutch Guilder revolving credit
facility. The Banks and the Guilder Swing Line Banks have agreed to provide
the Borrowers with such credit facilities upon the terms and conditions set
forth in this Agreement which will constitute an amendment and restatement, but
not a novation, of the Prior Credit Agreement.

Accordingly, in consideration of the foregoing and the mutual
covenants set forth herein, the parties agree as follows:
<PAGE> 7
ARTICLE I
DEFINITIONS, TERMS AND INTERPRETATION

Section 1.01 Certain Defined Terms. Capitalized terms used
in this Agreement and not otherwise defined herein, shall have the respective
meanings set forth in Annex A (such meanings to be equally applicable to both
singular and plural forms of the terms defined).

Section 1.02 Accounting Terms. All accounting terms not
specifically defined herein shall be construed, and all financial calculations
shall be made, in accordance with GAAP consistent with those applied in the
preparation of the consolidated financial statements referred to in Section
4.06, provided, if any accounting changes made by any Borrower that are allowed
or required by GAAP result in the calculations that are utilized to compute the
compliance with Section 6.04 being inconsistent with such prior calculations,
the affected Borrower agrees to negotiate in good faith with the Administrative
Agent and the Syndication Agent to re-establish appropriate, meaningful ratios
and covenants.

Section 1.03 Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding."

Section 1.04 References. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement or any
Annex or Exhibit attached hereto shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All references herein to
Articles, Sections, Annexes, Exhibits and Schedules shall, unless the context
requires a different construction, be deemed to be references to the Articles
and Sections of this Agreement and the Annexes, Exhibits and Schedules attached
hereto and made a part hereof. In this Agreement, unless a clear contrary
intention appears, the word "including" (and with correlative meaning
"include") means including, without limiting the generality of any description
preceding such term. No provision of this Agreement shall be interpreted or
construed against any Person solely because that Person or its legal
representative drafted such provision.

ARTICLE II
COMMITMENTS AND TERMS OF CREDIT

Section 2.01 Commitments. (a) Tranche A Loan. Each Bank
severally agrees, on the terms and conditions hereinafter set forth, to make a
term loan to the Parent (a "Tranche A Loan") on or promptly after the Effective
Date in an amount not to exceed such Bank's Tranche A Commitment. Each Tranche
A Loan shall be made as a Base Rate Loan or a Eurocurrency Rate Loan made by
the Banks ratably according to their respective Commitment Percentages.
Tranche A Loans, once repaid, may not be reborrowed. Funding and maintenance
of the Tranche A Loans shall be in Dollars.

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<PAGE> 8
(b) Tranche B Loan. Each Bank other than Banque Paribas
severally agrees, on the terms and conditions hereinafter set forth, to make a
term loan to the UK Borrower (a "Tranche B Loan") on or promptly after the
Effective Date in an amount not to exceed the Equivalent in Pounds Sterling of
such Bank's Tranche B Commitment as of the Date of Determination. Each Tranche
B Loan shall be made as a Eurocurrency Rate Loan made by the Banks ratably
according to their respective Commitment Percentages (it being recognized that
Banque Paribas will not participate in the Tranche B Loan and Bankers Trust
Company will participate in an increased non-prorata percentage amount).
Tranche B Loans, once repaid, may not be reborrowed. Subject to Section
2.13(a), funding and maintenance of the Tranche B Loans shall be in Pounds
Sterling.

(c) Dollar Revolving Loans. (i) Each Bank severally
agrees, on the terms and conditions hereinafter set forth, to make one or more
loans (each a "Dollar Revolving Loan") to the US Borrower from time to time on
any Business Day during the period from the Effective Date up to, but
excluding, the Termination Date in an aggregate amount outstanding for such
Bank not to exceed at any time an amount equal to such Bank's Dollar Revolving
Commitment. Each Dollar Revolving Loan shall be made as either a Base Rate
Loan or a Eurocurrency Rate Loan and as part of a single Borrowing made on the
same day by the Banks ratably according to their respective Commitment
Percentages. Each Base Rate Borrowing of Dollar Revolving Loans shall be in an
aggregate amount not less than $1,000,000, and in integral multiples of
$200,000 in excess thereof or, if less, the entire unfunded portion of the
Total Dollar Revolving Commitment. Each Eurocurrency Rate Borrowing of Dollar
Revolving 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(c). All funding and
maintenance of the Dollar Revolving Loans shall be in Dollars.

(ii) The Issuing Bank agrees, on the terms and conditions
hereinafter set forth, to issue standby or commercial letters of
credit for the account of the US Borrower, on behalf of it or any of
its Affiliates and for the benefit of any obligee of payment
obligations of the US Borrower or any of its Affiliates (the "Letters
of Credit") from time to time on any Business Day during the period
from the Effective Date up to, but excluding, the Termination Date in
an aggregate amount for all Outstanding Letters of Credit not
exceeding at any time the Letter of Credit Sublimit. Subject to
Section 2.01(c)(iii), a Letter of Credit shall be denominated in any
currency requested by the US Borrower and agreeable to the Issuing
Bank, shall expire no later than the date set forth in Section
2.03(a), and shall be in such form as approved from time to time by
the Issuing Bank and the US Borrower. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to purchase
participations in the Letters of Credit issued by the Issuing Bank
pursuant to this Agreement in an amount equal to such Bank's
Commitment Percentage in respect of the Total Dollar Revolving
Commitment of the face amount of such Letter of Credit. Upon the
issuance of each Letter of Credit and as of the Effective Date with
respect to the Existing Letters of Credit, the Issuing Bank shall be
deemed, without further action by any party

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<PAGE> 9
hereto, to have sold to each Bank, and each Bank shall be deemed,
without further action by any party hereto, to have purchased from the
Issuing Bank, a participation, to the extent of such Bank's Commitment
Percentage in respect of the Total Dollar Revolving Commitment, in
such Letter of Credit and the Existing Letters of Credit, the
obligations of the Issuing Bank thereunder and in the reimbursement
obligations of the US Borrower due in respect of drawings made under
such Letter of Credit or the Existing Letters of Credit. The Banks
will execute any other documents the Issuing Bank may reasonably
request to evidence the purchase of such participation. On each day
during the period commencing with the issuance by the Issuing Bank of
any Letter of Credit and as of the Effective Date with respect to the
Existing Letters of Credit and ending on the date when such Letter of
Credit or Existing Letters of Credit shall have expired or been
terminated, and, irrespective of whether such Letter of Credit or
Existing Letters of Credit have expired or terminated if such Letter
of Credit or Existing Letters of Credit have been drawn upon and the
amount so drawn has not been reimbursed to the Issuing Bank, the
Dollar Revolving Commitment of each Bank shall be deemed to be
utilized for all purposes hereof in an amount equal to such Bank's
Commitment Percentage in respect of the Total Dollar Revolving
Commitment of the Outstanding Letters of Credit.

(iii) In regard to any Letter of Credit issued in a
currency other than Dollars, the following shall apply: (w) the
Issuing Bank, on the first day of each month (and on any other date
selected by it) shall determine the Dollar Equivalent of all such
Letters of Credit and shall advise the Administrative Agent and each
Bank thereof; (x) any presentation thereof resulting in payments by
the Issuing Bank thereunder shall be repaid to said Issuing Bank, at
the option of the US Borrower, in the currency in which said payments
were made by the Issuing Bank or in Dollars, (y) if the US Borrower
tenders Dollars for the Reimbursement Amount, then, unless such tender
results in the actual receipt by the Issuing Bank (acting reasonably
and in good faith in converting such Dollars into the currency in
which said payments were made by the Issuing Bank) of the
Reimbursement Amount, the US Borrower shall also promptly pay to the
Issuing Bank an additional amount in Dollars as may be necessary to
compensate and indemnify the Issuing Bank for such shortfall (and if,
for any reason, the amount in Dollars so received exceeds the
Reimbursement Amount, the Issuing Bank will refund such excess), and
(z) all calculations required by Section 2.01(c)(iv) shall be made,
calculating the Dollar Equivalent of such non-Dollar Outstanding
Letters of Credit as of the date of issuance of such Letter of Credit
and the date of any payment in response to a drawing thereunder.

(iv) Notwithstanding any other term or provision hereof
(A) no Dollar Revolving Loan shall be made and no Letter of Credit
shall be issued if after giving effect thereto the aggregate amount of
the Dollar Revolving Credit Outstanding (not including Letters of
Credit issued under Section 6.01(g)) would exceed the Total Dollar
Revolving Commitment; and (B) no Letter of Credit shall be issued if,
after giving effect thereto the aggregate amount of Outstanding
Letters of Credit would exceed the Letter of Credit Sublimit.

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<PAGE> 10
(d) Guilder Revolving Loans. Each Bank severally 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, during the period from the Effective Date up to but excluding the
Termination Date, in an aggregate amount outstanding for such Bank not to
exceed at any time such Bank's Guilder Revolving Commitment, but only to the
extent that the Guilder Swing Line Banks request that the Banks make Guilder
Revolving Loans as provided in Sections 2.01(e)(ii) and 2.01(e)(iii). The
Parent may not request advances under the Guilder Revolving Loan. Each Guilder
Revolving Loan shall be made as a Base Rate Loan and as part of a single
Borrowing made on the same day by the Banks ratably according to their
respective Commitment Percentages. All Guilder Revolving Loans shall be funded
in Dollars.

(e) Guilder Swing Line Loans. (i) Subject to the terms
and conditions hereof, and in substitution for the Guilder Revolving Loans
described in Section 2.01(d) above, the Guilder Swing Line Banks agree at any
time and from time to time on and after the Effective Date and prior to the
Termination Date, to make swing line loans (each a "Guilder Swing Line Loan"
and collectively, the "Guilder Swing Line Loans") to the Parent in an aggregate
principal amount at any one time outstanding not to exceed the Equivalent in
Dutch Guilders of $5,000,000.00. The Guilder Swing Line Loans shall be made
and maintained as Eurocurrency Rate Loans and as part of a single Borrowing
made by the Guilder Swing Line Banks on the same day ratably according to their
respective Commitment Percentages for Guilder Swing Line Loans. Each Borrowing
of Guilder Swing Line Loans shall be in an aggregate amount not less than the
Equivalent in Dutch Guilders of $800,000 as of the Date of Determination and in
an integral multiple of the Equivalent in Dutch Guilders of $200,000 in excess
thereof. Within the limits set forth above and subject to the terms and
conditions of this Agreement, the Parent may borrow, repay pursuant to Section
2.06 or prepay pursuant to Section 2.08 and reborrow under this Section
2.01(e). Subject to Section 2.13(a) funding and maintenance of Guilder Swing
Line Loans shall be in Dutch Guilders. Guilder Swing Line Loans shall
constitute "Guilder Revolving Loans" for all purposes hereunder, provided, they
shall be held by the Guilder Swing Line Banks (subject to sub-clauses (ii) and
(iii) below), and provided further, the Guilder Swing Line Loans shall not be
considered a utilization of the Guilder Revolving Commitment for the purpose of
calculating the Commitment Fee only.

(ii) At any time after a Default or an Event of Default,
if 100% of the Guilder Swing Line Banks so decide, in their sole
discretion, they may give notice to the Agent to require each Bank to
make a Guilder Revolving Loan in an amount equal to such Bank's
Commitment Percentage times the outstanding principal balance of all
Guilder Swing Line Loans (the "Refunded Guilder 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
Parent to prepay Swing Line Loans in accordance with Section 2.06(e).
Upon (A) the delivery of such notice and (B) each Bank either making a
Guilder Revolving Loan or purchasing from the Guilder Swing Line Banks
a pro rata participation in such Guilder Swing Line Loan as required
under Section 2.01(e)(iii), the Guilder Swing Line Commitments and the
Guilder Revolving Loan Commitments shall be terminated. Unless the
Guilder Revolving Commitments shall have expired or terminated, each
Bank shall make

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<PAGE> 11
the proceeds of its Guilder Revolving Loan available to the Agent for
the pro rata account of the Guilder Swing Line Banks on the next
Business Day following such request, in immediately available funds.
The proceeds of such Guilder Revolving Loans shall be immediately
applied to repay the Refunded Guilder Swing Line Loan.

(iii) At any time after a Default or an Event of Default,
if the Guilder Revolving Commitments shall have expired or be
terminated while any Guilder Swing Line Loan is outstanding, the
Banks, shall, notwithstanding the expiration or termination of the
Guilder Revolving Commitments, make a Guilder Revolving Loan (which
shall be deemed a "Revolving Credit Loan" for all purposes of this
Agreement and the other Loan Documents) and, if any Bank shall not
have made its Guilder Revolving Loans, such Bank shall be deemed,
without further action by any Person, to have purchased from the
Guilder Swing Line Banks a pro rata participation in such Guilder
Swing Line Loan in either case in an amount equal to such Bank's
Commitment Percentage times the outstanding principal balance of such
Guilder Swing Line Loan. The Agent shall notify each such Bank of the
amount of such Guilder Revolving Loan or participation and such Bank
will transfer to the Agent for the pro rata account of the Guilder
Swing Line Banks on the next Business Day following such notice, in
immediately available funds, the amount of its Guilder Revolving Loan
or participation.

(iv) If any such Bank shall not have so made its Guilder
Revolving Loans or its percentage participation available to the Agent
pursuant to this Section 2.01(e), 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
Guilder Revolving Loan or participating interest in a Guilder 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 Guilder Revolving Loans
or purchase such participating interests pursuant to this Section
2.01(e) 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 Guilder 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 Guilder 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 Guilder Swing Line Loan, once so
participated by any Bank, shall cease to be a Guilder Swing Line Loan
with respect to that amount for purposes of this Agreement, but shall
continue to be a Guilder Revolving Loan and be evidenced by such
Bank's Guilder Revolving Note.

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<PAGE> 12
(v) In the event that any Guilder 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
Guilder Swing Line Loan as described in this Section 2.01(e), the
Parent shall reimburse the Guilder Swing Line Banks the full amount of
such tax, cost or expense subject to the terms and conditions herein.

(vi) The Parent expressly agrees and acknowledges that, in
respect of each Bank's funded participation interest in any Guilder
Swing Line Loan, such Bank shall be deemed to be in privity of
contract with the Parent and have the same rights and remedies against
the Parent under the Loan Documents as if such funded participation
interest in such Guilder Swing Line Loan were a Guilder Revolving
Loan.

(f) All Existing Letters of Credit, whether or not issued
by the Issuing Bank, shall be deemed to be Letters of Credit hereunder. Upon
the expiration of any Existing Letter of Credit, same shall be reissued only by
the Issuing Bank (or may be issued or reissued by another financial institution
in accordance with Section 6.01(g)) in accordance with the provisions of this
Agreement.

(g) Loans of more than one Type and, in the case of
Revolving Loans, in more than one currency, may be outstanding at the same
time, but the Borrowers shall not be entitled to request any Borrowing or to
Convert Loans comprising any Borrowing into Loans of another Type, if after
giving effect to such Borrowing or Conversion, as the case may be, any Bank
would have outstanding at any one time more than (i) two (2) different Types of
Tranche A Loans, (ii) two (2) different Types of Tranche B Loans, (iii) six (6)
different Types of Dollar Revolving Loans, and (iv) two (2) different Types of
Guilder Swing Line Loans or Guilder Revolving Loans.

Section 2.02 Borrowing Procedures; Conversions. (a) Each
Borrowing shall be made upon the written, telecopied or facsimile transmitted
request of the relevant Borrower, given to the Administrative Agent not later
than 11:00 a.m. (New York time) on (i) the third Business Day prior to the
proposed Borrowing Date in the case of a Eurocurrency Rate Borrowing
denominated in Dollars or Pounds Sterling, (ii) the fourth Business Day prior
to the proposed Borrowing Date in the case of a Eurocurrency Rate Borrowing
denominated in Dutch Guilders, or (iii) the Business Day prior to the proposed
Borrowing Date in the case of a Base Rate Borrowing. The Administrative Agent
shall give each other member of the Bank Group prompt notice of such request by
telecopier, telex or cable. Each request for a Borrowing (a "Borrowing
Request") shall specify therein (A) the Borrowing Date for such Borrowing, (B)
the requested Type of Loans comprising such Borrowing, (C) the aggregate amount
of such Borrowing, (D) in the case of a Eurocurrency Rate Borrowing, the
Interest Period for the Loans comprising such Borrowing and (E) in the case of
a Revolving Loan, whether such Revolving Loan is to be a Dollar Revolving Loan
or a Guilder Swing Line Loan. Each Borrowing Request shall be substantially in
the form of Exhibit 2.02(a). Each Bank or Guilder Swing Line Bank, as the case
may be shall, before 12:00 Noon (New York time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at the applicable Agent Account in same day funds, such
Bank's Commitment Percentage of such Borrowing. After the Administrative
Agent's receipt of such funds and upon fulfillment of the

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<PAGE> 13
applicable conditions set forth in Article III, the Administrative Agent will,
not later than 3:00 p.m. (New York time) on the date of such Borrowing, make
such funds available to the relevant Borrower at the applicable Borrower
Account as is reasonably acceptable to the Administrative Agent and as such
Borrower shall have specified in the related Borrowing Request. Each Borrowing
Request shall be irrevocable and binding on the Borrower delivering the same.

(b) Unless the Administrative Agent shall have received
notice from a Bank prior to the date of any Borrowing that such Bank will not
make available to the Administrative Agent such Bank's Commitment Percentage of
such Borrowing, the Administrative Agent may assume that such Bank has made
such portion available to the Administrative Agent on the date of such
Borrowing in accordance with subsection (a) of this Section 2.02 and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower requesting such Borrowing on such date a corresponding amount. If
and to the extent that such Bank shall not have so made its Commitment
Percentage of such Borrowing available to the Administrative Agent, such Bank
and the Borrower requesting such Borrowing severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount, together
with interest thereon for each day from the date such amount is made available
to such Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of such Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (ii) in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan as part of such Borrowing for purposes of this Agreement, and such
Borrower shall be relieved of the obligation to repay such amount under this
Section 2.02(b). The failure of any Bank to make the Loan to be made by it as
part of any Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Loan on the date of such Borrowing or any subsequent
Borrowing Date, but no Bank shall be responsible for the failure of any other
Bank to make the Loan to be made by such other Bank on the date of any
Borrowing.

(c) Each Borrower may, subject to the terms of this
Agreement, upon written, telecopied or facsimile transmitted notice (a
"Conversion Notice") to the Administrative Agent, given not later than the
times specified below on any Business Day on which no Default or Event of
Default has occurred and is continuing, Convert all Loans comprising one or
more Borrowings from its credit facility hereunder into one or more Borrowings
comprised of Loans from the same credit facility so long as, after giving
effect to any such Conversion, each Borrowing resulting from such Conversion is
comprised of Loans denominated in the same currency and, in the case of each
Borrowing comprised of Eurocurrency Rate Loans, having not more than two (2)
separate Interest Periods for each such Loan. The Administrative Agent shall
promptly transmit the contents of such Conversion Notice to each other member
of the Bank Group by telecopier, telex or cable. Notwithstanding any other term
or provision hereof, after giving effect to any such Conversion, the size of
all Borrowings outstanding hereunder, and the number of different Types of
Loans outstanding hereunder, shall conform to the requirements of Section 2.01.
In the event of any Conversion of Eurocurrency Rate Loans on any day other than
the last day of the Interest Period applicable thereto, the Borrower requesting
the same shall be obligated, if necessary, to reimburse the Banks in respect
thereof pursuant to Section 2.12. Each Conversion Notice must be given not

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<PAGE> 14
later than 11:00 a.m. (New York time) on (i) the third Business Day prior to
the proposed Conversion Date in the case of a Conversion of Dollar denominated
Base Rate Loans into Dollar denominated Eurocurrency Rate Loans or of Dollar
denominated Eurocurrency Rate Loans of one Interest Period into Dollar
denominated Eurocurrency Rate Loans of another Interest Period, or (ii) the
fourth Business Day prior to the date of the proposed Conversion in the case of
a Conversion of Foreign Currency denominated Eurocurrency Rate Loans of one
Interest Period into Foreign Currency denominated Eurocurrency Rate Loans of
another Interest Period, or (iii) the Business Day immediately preceding the
proposed Conversion Date in the case of a Conversion of Eurocurrency Rate Loans
denominated in Dollars into Base Rate Loans. Each notice of a Conversion given
by a Borrower shall specify (A) the Conversion Date for such Conversion, (B)
the Loans to be Converted, (C) the Type of Loans to which such Loans are to be
Converted, (D) the currency of the Loans to be Converted and (E) in the case of
a Conversion into Eurocurrency Rate Loans, the Interest Period for such
Converted Loans, and shall be in substantially the form of Exhibit 2.02(c). If
a Borrower shall fail to give a timely Conversion Notice conforming to the
requirements of this Agreement with respect to any Eurocurrency Rate Loans
denominated in Dollars prior to the expiration of the Interest Period
applicable thereto, such Eurocurrency Rate Loans shall, automatically on the
last day of such Interest Period, be Converted into Base Rate Loans. If a
Borrower shall fail to give a timely Conversion Notice conforming to the
requirements of this Agreement with respect to any Eurocurrency Rate Loans
denominated in a Foreign Currency prior to the expiration of the Interest
Period applicable thereto, such Eurocurrency Rate Loans shall, automatically on
the last day of such Interest Period, be converted into a Eurocurrency Rate
Loan with an Interest Period of one month. Each Conversion Notice shall be
irrevocable and binding on the Borrower requesting such Conversion.

Section 2.03 Issuing and Reimbursing the Letters of Credit.
(a) Each Letter of Credit shall, subject to the terms of this Agreement, be
issued upon the written, facsimile transmitted request (an original of which
shall be immediately forwarded by overnight courier to the Issuing Bank) or
such other computerized issuance or application procedure, instituted from time
to time by the Issuing Bank and agreed to by the US Borrower, of the US
Borrower given to the Issuing Bank not later than 12:00 noon (New York time) on
the third Business Day prior to the proposed date of issuance of such Letter of
Credit. Each such request for a Letter of Credit (a "Letter of Credit
Request") made by the US Borrower shall be substantially in the form of Exhibit
2.03 hereto and shall specify the Business Day on which such Letter of Credit
is to be issued, the currency of such Letter of Credit, the beneficiary of such
Letter of Credit, the amount of such Letter of Credit, the draw conditions
applicable thereto and the Person on whose behalf the Letter of Credit is to be
issued, and shall provide for an expiry date which is not later than thirty
(30) months from the issuance date and each Letter of Credit which is
self-extending beyond its expiration date must be cancelable upon at least
thirty (30) days notice given by the Issuing Bank to the beneficiary of such
Letter of Credit. Such request shall also include any documents that the
Issuing Bank has specified in writing to the US Borrower that it customarily
requires in connection therewith to the extent such documents are applicable.
No Letter of Credit may have an expiry date later than twelve (12) months after
the

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<PAGE> 15
Termination Date, provided that for any Letter of Credit outstanding after the
Termination Date, the US Borrower shall provide Cover in accordance with the
terms of Section 2.06.

(b) Upon satisfaction of the applicable terms and
conditions set forth in Article III, the Issuing Bank shall issue such Letter
of Credit to the specified beneficiary not later than the close of business
(New York time) on the date so specified. The Issuing Bank shall promptly
provide to the Agent for distribution to, or directly to, each other member of
the Bank Group a summary report of all Outstanding Letters of Credit issued by
the Issuing Bank upon the issuance of each Letter of Credit, at the end of each
calendar month or at such other times as reasonably requested by a member of
the Bank Group, but any failure of the Issuing Bank to provide such Persons
with a copy of such report or Letter of Credit shall not in any way affect the
US Borrower's obligation to reimburse the Issuing Bank for any amount paid by
the Issuing Bank under any Letter of Credit or the Banks' obligations to
reimburse the Issuing Bank for such amount, to the extent provided herein, in
the event the US Borrower fails to do so. Each such Letter of Credit shall (i)
provide for the payment of drafts or other forms of demand to be presented for
honor thereunder by the beneficiary in accordance with the terms thereof, at
sight when accompanied by the documents described therein; and (ii) be subject
to the Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, (or any subsequent
revisions thereof issued by the International Chamber of Commerce and adhered
to by the Issuing Bank) (the "UCP"); and (iii) as to matters not governed by
the UCP, be governed by, and construed and interpreted in accordance with, the
governing law specified in this Agreement.

(c) Upon presentment to the Issuing Bank of any demand
for honor under any Letter of Credit by the beneficiary thereof and the
determination by the Issuing Bank that such demand is in order, the Issuing
Bank shall give prompt notice (a "Reimbursement Notice") to the US Borrower of
(i) the Letter of Credit to which such Reimbursement Notice relates, (ii) the
amounts and the currency to be paid on account of such demand (the
"Reimbursement Amount") and (iii) the date on which such amounts are to be paid
(the "Reimbursement Date"), but any failure to so notify the US Borrower shall
not in any way affect the US Borrower's obligations to reimburse the Issuing
Bank for any amount paid by the Issuing Bank under any Letter of Credit. In
determining whether to pay under any Letter of Credit, the Issuing Bank shall
not have any obligation relative to the US Borrower and the Banks other than
the obligations imposed on issuing banks under the UCP and applicable law. Any
action taken or omitted to be taken by the Issuing Bank under or in connection
with any Letter of Credit, if taken or omitted in the absence of gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction by final and non-appealable judgment), shall not create for the
Issuing Bank any resulting liability to the US Borrower or the Banks, IT BEING
UNDERSTOOD THAT ANY ACT OR OMISSION CONSTITUTING ORDINARY NEGLIGENCE (WHETHER
SOLE OR CONTRIBUTORY) SHALL NOT RESULT IN ANY RESULTING LIABILITY FOR THE
ISSUING BANK.

(d) Upon receipt of any Reimbursement Notice, the US
Borrower shall reimburse the Issuing Bank by forthwith paying to the
Administrative Agent for the benefit of the Issuing Bank (who shall promptly
notify the Issuing Bank of such payment) no later than 10:00 a.m. (New York

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<PAGE> 16
time) on the Reimbursement Date specified in such Reimbursement Notice an
amount equal to the Reimbursement Amount specified in such Reimbursement
Notice, together with interest from such Reimbursement Date until such
reimbursement is made by the US Borrower at a fluctuating rate per annum equal
to the lesser of (i) the Highest Lawful Rate and (ii) the Base Rate in effect
during the time such reimbursement obligation remains unpaid plus the
Applicable Margin for Base Rate Loans from such Reimbursement Date until the
third day immediately following the delivery of such Reimbursement Notice by
the Issuing Bank to the US Borrower and thereafter, the Default Rate. To the
extent availability may then exist (including requirements as to minimum
amounts), and upon compliance with the relevant terms and conditions of this
Agreement, the US Borrower may repay any or all of the obligations described in
this paragraph by requesting a Borrowing of Loans and applying the proceeds
thereof accordingly, together with any amounts owed under Section
2.01(c)(iii)(y).

(e) If the US Borrower shall fail to reimburse the
Issuing Bank for any payment by the Issuing Bank under a Letter of Credit by
12:00 noon. (New York time) on the Reimbursement Date specified in the
Reimbursement Notice related thereto, the Administrative Agent shall give
prompt notice thereof to each other member of the Bank Group. Upon receipt of
such notice, each Bank shall, notwithstanding any other provision of this
Agreement (including the occurrence and continuance of a Default or an Event of
Default), make available to the Administrative Agent for the benefit of the
Issuing Bank an amount equal to its Commitment Percentage of the Reimbursement
Amount and in the same currency as specified in the related Reimbursement
Notice no later than the close of business on such Reimbursement Date. If such
Reimbursement Amount is not in fact made available to the Administrative Agent
by such Bank on such Reimbursement Date, such Bank shall pay to the
Administrative Agent for the account of the Issuing Bank, on demand made by the
Issuing Bank, in addition to such Reimbursement Amount, interest on such amount
for the number of days that elapse from such Reimbursement Date to the date on
which the amount equal to such Bank's Commitment Percentage of such
Reimbursement Amount becomes immediately available to the Issuing Bank at a
rate per annum equal to the average daily Federal Funds Rate for such days.
Any amount received by the Administrative Agent or the Issuing Bank from the US
Borrower in respect of a demand honored under a Letter of Credit after one or
more of the Banks have made funds available for the payment of such demand
pursuant to this paragraph shall be paid over by the Administrative Agent or
the Issuing Bank, as the case may be, to such Banks, pro rata according to the
amounts so made available by such Banks, promptly upon receipt by the
Administrative Agent or the Issuing Bank of such amount. Nothing in this
Agreement shall diminish the US Borrower's obligation under this Agreement to
provide the funds for the payment of, or on demand to reimburse the Issuing
Bank for payment of, any demand presented to, and duly honored by, the Issuing
Bank under any Letter of Credit.

(f) In order to induce the issuance of Letters of Credit
by the Issuing Bank and the purchase of participations therein by the Banks,
the US Borrower irrevocably agrees (i) that the obligation of the US Borrower
to reimburse the Issuing Bank for amounts paid by the Issuing Bank under any
Letter of Credit, including accrued interest thereon, as set forth herein is
absolute and unconditional, (ii) that no member of the Bank Group shall be
responsible or liable for, and the US

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<PAGE> 17
Borrower's unconditional obligation to reimburse the Issuing Bank through the
Administrative Agent for amounts paid by the Issuing Bank on account of demands
duly honored under the Letters of Credit shall not be affected by, any
circumstance, act or omission whatsoever relating to any Letter of Credit,
whether or not known to any member of the Bank Group, unless such circumstance,
act or omission results in the wrongful payment of any Letter of Credit and
such circumstance, act or omission constitutes the gross negligence or willful
misconduct (as determined by a court of competent jurisdiction by final and
non-appealable judgment) on the part of such member of the Bank Group, (iii)
that any action taken or omitted to be taken by any member of the Bank Group
under or in connection with any Letter of Credit or any related demand,
document or property shall be binding on the US Borrower and shall not put any
member of the Bank Group under any resulting liability to the US Borrower,
unless such action or omission results in the wrongful payment of any Letter of
Credit and such action or omission constitutes the gross negligence or willful
misconduct (as determined by a court of competent jurisdiction by final and
non-appealable judgment) on the part of such member of the Bank Group and (iv)
to indemnify, defend and hold each member of the Bank Group harmless from and
against any and all liabilities, damages, claims or reasonable expenses
(including reasonable attorneys' fees and amounts paid in settlement) arising
out of or based on any Letter of Credit, except to the extent the same is the
result of the wrongful payment of any Letter of Credit and such wrongful
payment constitutes gross negligence or willful misconduct (as determined by a
court of competent jurisdiction by final and non-appealable judgment) on the
part of the Person seeking indemnity hereunder, IT BEING THE EXPRESS INTENTION
OF THE US BORROWER THAT EACH MEMBER OF THE BANK GROUP SHALL BE INDEMNIFIED AND
HELD HARMLESS AGAINST AND SHALL NOT HAVE ANY LIABILITY OR OBLIGATION FOR ANY
AND ALL LIABILITIES, CLAIMS, OR REASONABLE EXPENSES ARISING OUT OF OR RESULTING
FROM THE ORDINARY NEGLIGENCE (WHETHER SOLE, CONCURRENT, OR CONTRIBUTORY) OF
SUCH MEMBER OF THE BANK GROUP. The US Borrower hereby waives presentment for
payment and notice of dishonor, protest and notice of protest with respect to
demands honored under the Letters of Credit.

(g) The provisions of this Agreement and the other Loan
Documents concerning collateral, timing of payments, interest rates applicable
to any reimbursement obligation relating to any Letter of Credit, any
representations, warranties, covenants, events of default, remedies and
governing law shall supersede in their entirety the provisions of any Letter of
Credit application relating to such matters. In the event any other provision
of any Letter of Credit application is inconsistent with, or in conflict of any
provision of this Agreement or any Loan Documents, the provisions of this
Agreement or the Loan Documents shall govern.

Section 2.04 The Notes. (a) The Tranche A Loans made by each
Bank shall be evidenced by a Tranche A Note issued to such Bank by the Parent,
(i) dated the date of this Agreement (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.

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<PAGE> 18

(b) The Tranche B Loans made by each Bank making a
Tranche B Loan shall be evidenced by a Tranche B Note issued to such Bank by
the UK Borrower, (i) dated the date of this Agreement (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.

(c) The Dollar Revolving Loans made by each Bank shall be
evidenced by a Dollar Revolving Note issued to such Bank by the US Borrower,
(i) dated the date of this Agreement (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.

(d) The Guilder Revolving Loans made by each Bank shall
be evidenced by a Guilder Revolving Note issued to such Bank by the Parent, (i)
dated the date of this Agreement (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.

(e) The Guilder Swing Line Loans made by each of the
Guilder Swing Line Banks shall be evidenced by a Guilder Swing Line Note issued
to such Guilder Swing Line Bank by the Parent, (i) dated the date of this
Agreement (or such other date as may be specified in Section 10.02), (ii)
payable to the order of such Guilder Swing Line Bank and (iii) otherwise duly
completed.

Section 2.05 Reduction of the Commitments. (a) The US
Borrower shall have the right, upon at least three Business Days' notice to the
Administrative Agent to terminate in whole or reduce ratably in part the unused
portion of the Total Dollar Revolving Commitment; provided, that each partial
reduction in the Total Dollar Revolving Commitment shall be in the aggregate
amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof.
Any such reduction or termination shall be irrevocable.

(b) The Parent shall have the right, upon at least three
Business Days' notice to the Administrative Agent to terminate in whole or
reduce ratably in part the unused portion of the Total Guilder Revolving
Commitment; provided, that each partial reduction in the Total Guilder
Revolving Commitment shall be in the aggregate amount of $1,000,000 or an
integral multiple thereof. Any such reduction or termination shall be
irrevocable. Any such reduction of the Total Guilder Revolving Commitment
shall constitute an equal reduction in the Guilder Swing Line Commitment.

(c) Immediately following the funding of the Tranche A
Loans, the Tranche A Commitment of each Bank shall terminate and no further
Tranche A Loans shall be funded.

(d) Immediately following the funding of the Tranche B
Loans, the Tranche B Commitment of each Bank shall terminate and no further
Tranche B Loans shall be funded.

Section 2.06 Mandatory Repayment of Loans. (a) On each
Scheduled Payment Date, (i) the Parent shall repay the Tranche A Loans in an
amount equal to the Repayment 14

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<PAGE> 19
Percentage for such Scheduled Payment Date of the aggregate amount of Tranche A
Loans funded pursuant to Section 2.01(a), rounded upward to the nearest
$50,000, and (ii) the UK Borrower shall repay the Tranche B Loans in an amount
equal to the Repayment Percentage for such Scheduled Payment Date of the
aggregate amount of Tranche B Loans funded pursuant to Section 2.01(b), rounded
upward to the nearest $50,000. Any prepayments of Tranche A Loans or Tranche B
Loans shall be applied against the remaining scheduled installments required
under this Section 2.06(a) on a pro rata basis. As used herein, "Repayment
Percentage" means, for any Scheduled Payment Date, the percentage specified
below for such Scheduled Payment Date:

<TABLE>
<CAPTION>
Scheduled Payment Date Repayment Percentage
---------------------- --------------------
<S> <C>
March 31, 1999 5%
June 30, 1999 5%
September 30, 1999 5%
December 31, 1999 5%
March 31, 2000 7.5%
June 30, 2000 7.5%
September 30, 2000 7.5%
December 31, 2000 7.5%
March 31, 2001 7.5%
June 30, 2001 7.5%
September 30, 2001 7.5%
December 31, 2001 7.5%
March 31, 2002 10%
June 30, 2002 10%
</TABLE>

(b) (i) The US Borrower or the Parent, as applicable,
shall from time to time repay (or, in the case of Outstanding Letters of Credit
(other than those outstanding pursuant to Section 6.01(g)), provide Cover for)
any Dollar Revolving Credit Outstanding (other than Letters of Credit issued
under Section 6.01(g)) or any amount outstanding under a Guilder Revolving Loan
or a Guilder Swing Line Loan in such amounts as shall be necessary so that at
all times the Dollar Revolving Credit Outstanding (not including Letters of
Credit issued under Section 6.01(g)) shall not be in excess of the Total Dollar
Revolving Commitment, the amounts outstanding under the Guilder Revolving Loans
shall not exceed the Total Guilder Revolving Commitment and the amount
outstanding under the Guilder Swing Line Loans shall not exceed the Guilder
Swing Line Commitment.

(ii) If a Default has occurred and is continuing, then the
US Borrower shall immediately, following a request therefor, provide
Cover for any Outstanding Letter of Credit (other than Letters of
Credit issued under Section 6.01(g)) necessary so that at all times
the Outstanding Letters of Credit (other than those outstanding under
Section 6.01(g)) shall not be in excess of the Letter of Credit
Sublimit. Any repayment or Cover required by

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<PAGE> 20
this Section 2.06(b) shall be due and payable on the date such
repayment or Cover obligation accrues pursuant to the preceding
subparagraphs.

(c) (i) Any Net Sales Proceeds or Casualty Proceeds
received by or on behalf of any Borrower shall be utilized: (A) to make an
investment in other assets to be used in said Borrower's business with the
proceeds thereof or to rebuild or replace the asset sold, destroyed, damaged or
taken, with such rebuilding or replacement to commence within 180 days of the
loss or sale and be pursued diligently thereafter, or (B) if no such rebuilding
or replacement is to occur, and the amount of such proceeds is in excess of
$250,000, all of said proceeds (not merely the excess over $250,000) shall be
used to reduce all remaining scheduled payments of the Loans of the Borrower
owning such asset on a pro rata basis. If said Borrower is the Parent, the
Loan reduced shall be the Tranche A Loan;

(ii) any Net Sales Proceeds, Debt Proceeds or Casualty
Proceeds received by or on behalf of any non-Borrower Credit Party
may be utilized in the same manner described in subparagraph (c)(i)
above, or, if not so utilized shall be applied on a pro rata basis,
first, to reduce payments due on the Tranche A Loan, second, to reduce
payments due on the Tranche B Loan, in each case, pro-rata on the
remaining installments due, and third, to reduce amounts outstanding
on any of the Revolving Credit Loans as the Parent may elect subject
to the provisions of Section 9.01(b); and

(iii) any Debt Proceeds shall be utilized to reduce
payments due on the Loans of the Borrower receiving same pro-rata on
the remaining installments due, and, if said Borrower is the Parent,
the Loan reduced shall be the Tranche A Loan.

(d) In the event that the US Borrower shall be required
pursuant to this Section 2.06 to repay or provide Cover for Dollar Revolving
Credit Outstanding, the US Borrower shall make such repayment and provide such
Cover in the following order: (i) first, to pay the amount of all unreimbursed
drawings under any Letters of Credit, (ii) second, to repay the principal of
any of its Base Rate Loans, (iii) third, to repay the principal of any of its
Eurocurrency Rate Loans, (iv) fourth, to provide Cover for the undrawn portion
of any Letters of Credit. Any cash delivered as Cover pursuant to this Section
2.06(d) shall be placed in an interest bearing account, for the benefit of the
US Borrower, selected by the Administrative Agent; and so long as no Default
has occurred and is continuing, any accrued interest or dividends paid on all
Cover shall be distributed monthly to the US Borrower, provided, such
distribution shall be suspended during a period in which a Default has occurred
and is continuing.

(e) All outstanding Loans shall be fully due and payable
on the Termination Date.

(f) Each repayment of Loans required by this Section 2.06
shall be accompanied by payment of accrued interest to the date of such payment
on the principal amount paid. In the event of any payment of a Eurocurrency
Rate Loan, the Borrower making such payment shall be obligated to reimburse the
Banks for funding losses, if any, pursuant to Section 2.12.

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<PAGE> 21

(g) Any Borrowing under a Loan shall be repaid in the
same currency in which said Borrowing was advanced.

Section 2.07 Interest Accrual, Payments. (a) Accrual and
Payment. Subject to the provisions of Section 10.13, each Borrower shall pay
interest on the unpaid principal amount of each Loan made by each Bank to such
Borrower from the Borrowing Date of such Loan until such principal amount shall
be paid in full, on the dates and at the rates per annum specified as follows:

(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 Base Rate in effect from time to time plus 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 Base Rate Loan shall be paid in full
or Converted.

(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 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 and, in the case of an Interest Period longer than
three months, on 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; provided that with respect to
all Eurocurrency Rate Loans which are Guilder Swing Line Loans the
rate per annum as set forth in this Section 2.07(a)(ii) less the
percentage per annum Commitment Fee in effect pursuant to Section
2.10.

Any amount of principal or, to the extent permitted by applicable law, interest
which is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest from the date on which such amount is due until
such amount is paid in full, at a rate per annum equal at all times to the
lesser of (A) the Highest Lawful Rate and (B) the Base Rate in effect from time
to time during the applicable period plus the Applicable Margin in effect from
time to time during such period plus two percent (2%) (the "Default Rate"),
payable on demand.

(b) Determination of Interest Rates. (i) The
Administrative Agent shall give prompt notice to each Borrower and each other
member of the Bank Group of the applicable interest rate determined by the
Administrative Agent hereunder for each Borrowing. Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

(ii) If the Majority Banks shall, at least one Business
Day before the date of any requested Eurocurrency Rate Borrowing, notify the
Administrative Agent that the Eurocurrency Rate applicable to such Borrowing
will not adequately reflect the cost to such Banks of making, funding or
maintaining their respective Eurocurrency Rate Loans for such Borrowing in the
currency

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<PAGE> 22
requested, the right of the Borrowers to select Eurocurrency Rate Loans for
such Borrowing in such currency or any subsequent Borrowing in such currency
shall be suspended until the Administrative Agent shall notify the Borrowers
and each other member of the Bank Group that the circumstances causing such
suspension no longer exist, and each Loan denominated in Dollars comprising
such Borrowing shall be made as, or Converted into, as applicable, a Base Rate
Loan and each Loan denominated in a Foreign Currency shall be exchanged for the
Equivalent thereof in Dollars and converted into Base Rate Loans.

(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:

<TABLE>
<CAPTION>
Commitment Fee
Eurocurrency Base Rate Subsequent to
Margin Ratio Margin Margin December 31, 1997
------------ ------------ --------- -----------------
<S> <C> <C> <C>
Less than 2.0 to 1.0 .75% 0% .25%
Equal to or greater than 2.0 to 1.0
but less than 2.5 to 1.0 1.00% 0% .25%
Equal to or greater than 2.5 to 1.0
but less than 3.0 to 1.0 1.25% .25% .375%
Equal to or greater than 3.0 to 1.0
but less than 3.5 to 1.0 1.50% .50% .375%
Equal to or greater than 3.5 to 1.0 1.75% .75% .375%
</TABLE>

(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 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
not accurate, 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 3.5 to 1.0 until such Margin Ratio Certificate is delivered, and
(c) for the period commencing on the Execution Date and ending on the date the
first Margin Ratio Certificate is due hereunder, the Margin Ratio shall be
deemed to be 3.5 to 1.0.

Section 2.08 Optional Prepayments. (a) Each Borrower may,
from time to time on any Business Day, upon notice to the Administrative Agent
stating the proposed date and aggregate

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<PAGE> 23
principal amount thereof, and if such notice is given such Borrower shall,
prepay the outstanding principal amount of the Base Rate Loans made to such
Borrower and comprising part of the same Borrowing in whole or ratably in part;
provided, that any partial prepayment of such Base Rate Loans shall be in an
aggregate principal amount of not less than $2,000,000. Each Borrower may from
time to time upon at least three Business Days' notice to the Administrative
Agent stating the proposed date and the aggregate principal amount thereof, and
if such notice is given such Borrower shall, prepay the outstanding principal
amount of the Eurocurrency Rate Loans made to such Borrower and comprising part
of the same Borrowing in whole or ratably in part; provided, that any partial
prepayment of such Eurocurrency Rate Loans shall be in an aggregate principal
amount of not less than $2,000,000 or an integral multiple of $1,000,000 in
excess thereof (or, in the case of Foreign Currency denominated Loans, the
Equivalent thereof in Dollars as of the Date of Determination).

(b) Each prepayment of Loans made pursuant to this
Section 2.08 shall be accompanied by a payment of accrued interest to the date
of such prepayment on the principal amount prepaid. In the event of any
prepayment of a Eurocurrency Rate Loan, the Borrower making such prepayment
shall be obligated to reimburse the Banks for funding losses, if any, pursuant
to Section 2.12.

Section 2.09 Payments, Notice of Certain Repayments and
Computations. (a) Except with respect to principal of, interest on and other
amounts arising from, or incurred in respect of, Loans or Letters of Credit
denominated in a Foreign Currency, all payments of principal, interest,
commitment fees and other amounts hereunder, under the Notes and the other
Loan Documents shall be made in Dollars to the Administrative Agent at the
applicable Agent Account in immediately available funds not later than 11:00
a.m. (New York time) on the date when due. Unless otherwise specified herein,
all payments of principal, interest and other amounts hereunder, under the
Notes and the other Loan Documents denominated in a Foreign Currency shall be
made in the same Foreign Currency to the Administrative Agent (or the Issuing
Bank with respect to Letters of Credit) at the applicable Agent Account in
immediately available funds not later than 11:00 a.m. (at the time of the
jurisdiction in which the applicable Agent's Account for such Foreign Currency
is located) on the date when due. Upon receipt of such payments, the
Administrative Agent will promptly cause to be distributed like funds and in
like currencies relating to the payment of principal or interest or commitment
fees ratably (other than amounts payable pursuant to Section 2.11, Section
2.12, Section 2.13 or Section 2.14) to the Banks, for the account of their
respective Applicable Lending Offices, and like funds in like currencies
relating to the payment of any other amount payable to any Bank, to such Bank
for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement.

(b) Unless the Administrative Agent shall have received
notice from the Borrower required to make any payment hereunder prior to the
date on which any payment is due to the Banks under the Loan Documents that
such Borrower will not make such payment in full, the Administrative Agent may
assume that such Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such

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<PAGE> 24
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent such Borrower
shall not have made such payment in full to the Administrative Agent, each Bank
shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank, together with interest thereon for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Administrative Agent at the Federal Funds Rate.

(c) All payments by the Borrowers of the fees payable to
the Administrative Agent or the Issuing Bank shall be made in Dollars directly
to such Person at its address specified in Section 10.03 in immediately
available funds not later than 11:00 a.m. (New York time) on the date when due.

(d) All computations of interest based on the Prime Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be,
and all computations of interest based on the Eurocurrency Rate or the Federal
Funds Rate shall be made on the basis of a year of 360 days (unless use of a
360 day year would cause the interest contracted for, charged or received
hereunder to exceed the Highest Lawful Rate, in which case such computations
shall be made on the basis of a year of 365 or 366 days, as the case may be),
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or
commitment fees are payable.

(e) Whenever any payment under the Loan Documents shall
be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or fees, as the
case may be; provided, if such extension would cause payment of interest on or
principal of Eurocurrency Rate Loans to be made in the next following calendar
month, such payment shall be made on the immediately preceding Business Day.

(f) If any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of the Loans made by it (other than pursuant to Section
2.11, Section 2.12, Section 2.13 or Section 2.14), or payments by the Issuing
Bank made pursuant to Section 2.03, in excess of its ratable share of payments
on account of the Loans or payments by the Issuing Bank made pursuant to
Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase
from the other Banks such participations in the Loans made by such other Banks,
or the reimbursement obligations in respect of the payments by the Issuing Bank
made pursuant to Section 2.03, as the case may be, as shall be necessary to
cause such purchasing Bank to share the excess payment ratably with each of
them. The Borrowers agree that any Bank so purchasing a participation from
another Bank pursuant to this Section 2.09(f) may exercise all its rights of
payment (including the right of setoff) with respect to such participation as
fully as if such Bank were the direct creditor of the Borrowers in the amount
of such participation.

(g) To the extent that the Administrative Agent receives
funds for application to the amounts owing by any Borrower under or in respect
of this Agreement or any Note in currencies

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<PAGE> 25
other than the currency or currencies required to enable the Administrative
Agent to distribute funds to the Banks in accordance with the terms of this
Section 2.09, the Administrative Agent shall be entitled to convert or exchange
such funds into Dollars or into a Foreign Currency or from Dollars to a Foreign
Currency, as the case may be, to the extent necessary to enable the
Administrative Agent to distribute such funds in accordance with the terms of
this Section 2.09; provided that if such conversion results in the receipt by
the Administrative Agent (acting reasonably and in good faith in making such
conversion) of an insufficient amount of the currency required to be
distributed, the applicable Borrower shall pay promptly such additional amount
as may be necessary to compensate and indemnify the Administrative Agent for
such shortfall.

Section 2.10 Fees. (a) Subject to the provisions of Section
10.13, the US Borrower and the Parent each agree to pay to each Bank, on their
respective pro rata share of the Available Revolving Commitment, a commitment
fee equal to (i) 0.375% per annum of the Available Revolving Commitment of such
Bank in effect from time to time for the period from the Execution Date until
December 31, 1997 and, (ii) thereafter to, but excluding, the Termination Date
(or if earlier, the termination in full of such Bank's Dollar Revolving
Commitment and Guilder Revolving Commitment) at the rate set forth in the
Margin Ratio grid in Section 2.07(c). Accrued commitment fees shall be due and
payable in arrears on each Payment Date in each year, on the date of any
reduction or termination of the Dollar Revolving Commitment and Guilder
Revolving Commitment of such Bank and on the Termination Date (or if earlier,
the termination in full of such Bank's Dollar Revolving Commitment and Guilder
Revolving Commitment); and shall be computed for the period commencing with the
day to which such fee was last paid (or, in the case of the first commitment
fee payment date, for the period commencing with and including the Execution
Date) to the date such fee is due and payable. All commitment fees shall be
paid in immediately available funds, and shall be based on a 360-day year and
actual days elapsed.

(b) (i) The US Borrower agrees to pay the Administrative
Agent, for the account of the Banks, a fee in respect of each Letter of Credit
issued for the account of the US Borrower (the "L/C Fees") for the period from
the date of issuance of such Letter of Credit to and including the expiry of
such Letter of Credit computed at a rate per annum equal to the greater of: (i)
$500 or (ii) the Applicable Margin for Eurocurrency Loans multiplied by the
face amount of such Letter of Credit. For any Letter of Credit issued with a
face amount denominated in a currency other than Dollars, the L/C Fees will be
converted into the Equivalent thereof in Dollars as of the issuance date of
such Letter of Credit, and thereafter as of the first day of each calendar
quarter. All L/C Fees shall be paid in immediately available funds and shall
based on a 360 day year and actual days elapsed. Accrued L/C Fees for each
Letter of Credit shall be due and payable in arrears on each Payment Date (or
if earlier, the termination in full of the Dollar Revolving Commitments);
provided, if the L/C Fee is the $500 minimum, such $500 shall be paid in full
on the first Payment Date after the issuance of such Letter of Credit. No
additional fees shall be payable hereunder from any of the Borrowers or to any
of the Banks in respect of Existing Letters of Credit, if the minimum fee in
effect at the time of issuance of such Existing Letters of Credit has
previously been paid.

-20-
<PAGE> 26

(ii) In addition to the L/C Fees, the US Borrower agrees
to pay the Issuing Bank, solely for the Issuing Bank's account, a per annum fee
in respect of each Letter of Credit issued by the Issuing Bank for the account
of the US Borrower (the "Facing Fees"), equal to the greater of: (i) $500 or
(ii) 1/8% of the face amount of such Letter of Credit. For any Letter of
Credit issued with a face amount denominated in a currency other than Dollars,
the Facing Fees will be converted into the Equivalent thereof in Dollars as of
the issuance date of such Letter of Credit, and thereafter as of the first day
of each calendar quarter. All Facing Fees shall be paid in immediately
available funds. Accrued Facing Fees for each Letter of Credit shall be due
and payable in arrears on each Payment Date (or if earlier, the termination in
full of the Dollar Revolving Commitments); provided, if the Facing Fee is the
$500 minimum, such $500 shall be paid in full on the first Payment Date after
the issuance of such Letter of Credit. In addition to the Facing Fees, the US
Borrower shall pay the Issuing Bank, solely for the Issuing Bank's account, its
customary service charges relating to the amendment to, and transfer of any
Letters of Credit. Such amounts to be due and payable when such services are
rendered by the Issuing Bank. No Facing Fees shall be due and payable in
connection with the Existing Letters of Credit.

(iii) The Administrative Agent shall distribute all L/C
Fees collected during the quarterly period then ended to the Banks ratably
according to their respective Commitment Percentages.

(c) Subject to the provisions of Section 10.13, the
Borrowers shall pay the Administrative Agent, solely for the Administrative
Agent's account, or to the Syndication Agent for the Syndication Agent's
account, as applicable, such other fees as agreed to in writing among the
Borrowers, the Administrative Agent and the Syndication Agent, when and as due.

Section 2.11 Setoff, Counterclaims and Taxes. (a) All
payments of principal, interest, expenses, reimbursements, compensation,
commitment fees, letter of credit fees, facing fees, arrangement fees or
administration fees and any other amount from time to time due under the Notes,
this Agreement or any other Loan Document shall be made by the relevant
Borrowers without setoff or counterclaim and shall be made free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each member of the Bank Group, taxes imposed on its
income or gross receipts, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such member of the Bank Group is organized
or any political subdivision thereof and, in the case of each Bank, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
of such Bank's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If any
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Loan Document to any member of the Bank
Group, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.11) such member of the Bank Group 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

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<PAGE> 27
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

(b) In addition, each Borrower agrees to pay any present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
the Notes or the other Loan Documents or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, the Notes or the
other Loan Documents (hereinafter referred to as "Other Taxes").

(c) Each Borrower will indemnify each member of the Bank
Group for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.11) paid, by such member of the Bank Group
(whether paid on its own behalf or on behalf of any other member of the Bank
Group) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within
10 days from the date such member of the Bank Group makes written demand
therefor; provided that no Borrower shall be obligated to indemnify any member
of the Bank Group for any Taxes incurred as the result of a material inaccuracy
of the representations and warranties made by it under Section 2.11(f) (unless
such inaccuracy is the result of a change in an applicable Requirement of Law)
or the failure by such Person to comply with its obligations in Section
2.11(f).

(d) Within 30 days after the date of any payment of
Taxes, the relevant Borrower will furnish to the Administrative Agent, at its
address referred to in Section 10.03, the original or a certified copy of a
receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other
agreement of the Borrowers hereunder, the agreements and obligations of the
Borrowers contained in this Section 2.11 shall survive the payment in full of
the Credit Outstanding and all other amounts owing under the other Loan
Documents. The provisions of this Section 2.11 are in all respects subject to
Section 10.13 hereof.

(f) Each Bank shall (i) promptly after the Effective Date
or promptly after the date of the Assignment and Acceptance, pursuant to which
it became a Bank in the case of each other Bank and (ii) from time to time
thereafter upon the obsolescence or expiration of any previously delivered form
or certificate (but only so long as such Bank remains lawfully able to do so),
provide the Borrowers and the Administrative Agent with any form or certificate
that is required by any taxing authority, including, if applicable, two
original Internal Revenue Service forms 1001 or 4224, as appropriate (or any
successor form or other form prescribed by the Internal Revenue Service), an
original Internal Revenue Service form W-9 (or any successor form), or such
other forms as shall be appropriate to establish, subject to the last sentence
of this Section 2.11(f), that such Bank is (y) exempt from Home Jurisdiction
Withholding Taxes on payments pursuant to this Agreement, the Notes or any
other Loan Document (or, in the case of a Bank that becomes a party to this
Agreement pursuant to Section 10.02(a) and (z) exempt from or entitled to a
reduced rate of

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<PAGE> 28
Home Jurisdiction Withholding Taxes on payments pursuant to this Agreement, the
Notes or any other Loan Document that is no greater than the rate to which the
assigning Bank was entitled). Each member of the Bank Group represents and
warrants that such information is true and complete in all material respects as
of the date it is delivered. Each Bank shall promptly notify the Borrowers and
the Administrative Agent if, because of any change in the jurisdiction of
organization or an Applicable Lending Office of such Bank, (A) it is required
to withdraw or cancel any form or certificate previously submitted by it or any
form or certificate has otherwise become ineffective or inaccurate or (B)
payments to it are or will be subject to withholding of any Home Jurisdiction
Withholding Tax to a greater or lesser extent than the extent to which payments
to it pursuant to this Agreement, the Notes or any other Loan Document were
previously subject. If any form or document referred to in this Section
2.11(f) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date
hereof by Internal Revenue Service form 1001 or 4224, that the Bank reasonably
considers to be confidential, the Bank shall give notice thereof to the
Borrowers and the Administrative Agent and shall not be obligated to include in
such form or document such confidential information; provided, however, such
form or document will state that such confidential information may be requested
directly from the Bank.

(g) If a Bank shall receive a refund of any Taxes paid by
a Borrower pursuant to this Section 2.11 by reason of the fact that such Taxes
were not correctly or legally asserted, the Bank shall within 90 days after
receipt of such refund pay to such Borrower the amount of such refund along
with any interest actually received by such Bank thereon, if any; provided,
however, that such payments shall be required only to the extent any Bank can
determine, in its good faith judgment, that such refunds are attributable to
payments made by or on behalf of such Borrower; and provided, further, that no
Bank shall have any obligation under this Agreement to claim or otherwise seek
to obtain any such refund, but agrees to use reasonable efforts to assist a
Borrower in doing so.

Section 2.12 Funding Losses. Each of the Borrowers hereby
indemnifies each Bank against any loss or reasonable expense (including, but
not limited to, any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or reemploying deposits from third parties
acquired to effect or maintain such Loan or any part thereof as a Eurocurrency
Rate Loan) which such Bank may sustain or incur as a consequence of (a) any
failure by any of the Borrowers to fulfill on the date of any Borrowing the
applicable conditions set forth in Article III, (b) any failure by any of the
Borrowers to borrow hereunder, to Convert Loans hereunder after a Borrowing
Request or Conversion Notice, respectively, has been given by such Borrower,
(c) any payment, prepayment or Conversion of a Eurocurrency Rate Loan required
or permitted by any other provisions of this Agreement, including, without
limitation, payments made due to the acceleration of the maturity of the Notes
pursuant to Section 7.01, or otherwise made on a date other than the last day
of the applicable Interest Period, (d) any default in the payment or prepayment
of the principal amount of any Loan or any part thereof or interest accrued
thereon, as and when due and payable (at the due date thereof, by notice of
prepayment or otherwise) or (e) the occurrence of an Event of Default. Such
loss or reasonable expense shall include, without limitation, an amount equal
to the excess, if any, as determined by each Bank of (i) its cost of obtaining
the funds for the Loan being

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<PAGE> 29
paid, prepaid or Converted or not borrowed or Converted (based on the
Eurocurrency Rate applicable thereto) for the period from the date of such
payment, prepayment or Conversion or failure to borrow or Convert to the last
day of the Interest Period for such Loan (or, in the case of a failure to
borrow or Convert, the Interest Period for the Loan which would have commenced
on the date of such failure to borrow or Convert) over (ii) the amount of
interest (as estimated by such Bank) that would be realized by such Bank in
reemploying the funds so paid, prepaid or Converted or not borrowed or
Converted for such period or Interest Period, as the case may be. Each
Borrower shall pay to the Administrative Agent for the account of each Bank the
amount shown as due on any certificate received by it under Section 2.15 within
ten (10) days after its receipt of the same. Notwithstanding the foregoing, in
no event shall any Bank be permitted to receive any compensation hereunder
constituting interest in excess of the Highest Lawful Rate. Without prejudice
to the survival of any other obligations of the Borrowers hereunder, but
subject to the last sentence of Section 2.15, the obligations of the Borrowers
under this Section 2.12 shall survive the termination of this Agreement and/or
the payment or assignment of any of the Notes.

Section 2.13 Change of Law. (a) If at any time after the
Effective Date any Bank determines in good faith (which determination shall be
presumed correct) that any change in any applicable Requirement of Law, or in
the interpretation, application or administration thereof makes it unlawful, or
any central bank or other Governmental Authority asserts that it is unlawful,
for such Bank or its Eurocurrency Lending Office to fund or maintain any
Eurocurrency Rate Loan in a particular currency (any of the foregoing
determinations being a "Eurocurrency Event"), then, such Bank, at its option,
may: (i) declare that Eurocurrency Rate Loans in such currency will no longer
be made or maintained by such Bank, whereupon the right of the Borrowers to
select Eurocurrency Rate Loans in such currency for any Borrowing shall be
suspended until such Bank shall notify the Administrative Agent that the
circumstances causing such Eurocurrency Event no longer exist; (ii) with
respect to any Eurocurrency Rate Loans in such currency of such Bank then
outstanding, require that (A) if such Eurocurrency Rate Loans are denominated
in Dollars, such affected Loans shall be Converted to Base Rate Loans and (B)
if such Eurocurrency Loans are denominated in a Foreign Currency, such affected
Loans shall be exchanged for the Equivalent thereof in Dollars and converted to
Base Rate Loans, in which event all such Eurocurrency Rate Loans shall
automatically be Converted into Base Rate Loans on the effective date of such
notice and all payments or prepayments of principal that would have otherwise
been applied to repay such Converted Eurocurrency Rate Loans shall instead be
applied to repay the Base Rate Loans resulting from such Conversion; and/or
(iii) with respect to any Eurocurrency Rate Loans in such currency requested of
such Bank but not yet made as or Converted into such, require that such
Eurocurrency Rate Loans in such currency be made as or Converted into, as
applicable, Base Rate Loans.

(b) Upon the occurrence of any Eurocurrency Event, and at
any time thereafter so long as such Eurocurrency Event shall continue, such
Bank may exercise its aforesaid option by giving written notice thereof to the
Administrative Agent and the Borrowers, such notice to be effective upon
receipt thereof by the Borrowers. Any Conversion of any Eurocurrency Rate Loan
which is required under this Section 2.13 shall be made, together with accrued
and unpaid interest and all other amounts payable to such Bank under this
Agreement with respect to such Converted

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<PAGE> 30
Loan (including, without limitation, amounts payable pursuant to Section 2.12
hereof), on the date stated in the notice to the Borrowers referred to above.

Section 2.14 Increased Costs. (a) If, due to either (i) any
Requirement of Law or (ii) the compliance with any guideline by any central
bank or other Governmental Authority (whether or not having the force of law),
there shall be any increase in the cost to any Bank of agreeing to make or
making, funding or maintaining Eurocurrency Rate Loans, then the Borrowers
shall from time to time, subject to the provisions of Section 2.15 and Section
10.13, pay to the Administrative Agent for the account of such Bank additional
amounts sufficient to compensate such Bank for such increased cost within 10
days after the receipt by any of the Borrowers of a certificate received under
Section 2.15 showing the amount due.

(b) If any Bank shall have determined in good faith that
any law, rule, regulation or guideline adopted pursuant to or arising out of
the July 1988 report of the Basle Committee on Banking Regulations and
Supervisory Practices entitled "International Convergence of Capital
Measurement and Capital Standards" or that the adoption of any applicable law,
rule, regulation or guideline regarding capital adequacy, or any change in any
of the foregoing or in the interpretation or administration thereof by any
central bank or other Governmental Authority charged with the interpretation or
administration thereof, or compliance by such Bank (or any Applicable Lending
Office of such Bank) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority or
comparable agency, increases the amount of capital required or expected to be
maintained by such Bank or any corporation controlling such Bank from the level
required as of the Effective Date, then the Borrowers shall from time to time,
subject to the provisions of Section 2.15 and Section 10.13, pay to such Bank
additional amounts sufficient to compensate such Bank or such corporation in
the light of such circumstances, to the extent that such Bank reasonably
determines such increase in capital to be allocable to the existence of such
Bank's Commitment hereunder.

(c) If any law, executive order or regulation is adopted
or interpreted by any central bank or other Governmental Authority so as to
affect any of the Borrowers' obligations or the compensation to any Bank or the
Issuing Bank in respect of the Letters of Credit or the cost to such Bank or
the Issuing Bank of establishing and/or maintaining the Letters of Credit (or
any participation therein), then the affected Borrower shall from time to time,
subject to the provisions of Section 2.15 and Section 10.13, reimburse or
indemnify such Bank or the Issuing Bank, as the case may be, with respect
thereto so that such Bank or the Issuing Bank, as the case may be, shall be in
the same position as if there had been no such adoption or interpretation. The
protection of this Section 2.14 shall be available to the Issuing Bank and the
Banks regardless of any possible contention of invalidity or inapplicability of
law, regulation or condition which shall have been imposed.

Section 2.15 Claims Certificate. (a) Each Bank or the
Issuing Bank, as the case may be, will notify the Borrowers of any event
occurring after the date of this Agreement which will entitle such Bank or the
Issuing Bank, as the case may be, to compensation or indemnification

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pursuant to Section 2.11 through Section 2.14 as promptly as practicable after
such Bank obtains actual knowledge of the occurrence of such event, and, in any
event, within 180 days thereof. A certificate of such Bank or the Issuing
Bank, as the case may be, setting forth in reasonable detail (i) such amount or
amounts as shall be necessary to compensate such Bank (or participating banks
or other entities pursuant to Section 10.02) or the Issuing Bank, as the case
may be, as specified above and (ii) the calculation of such amount or amounts
shall be delivered to the Borrowers (with a copy to the Administrative Agent)
and shall be conclusive absent manifest error. The Borrowers shall pay to such
Bank or to the Issuing Bank, as the case may be, the amount shown as due on any
such certificate within ten (10) days after its receipt of the same. Subject to
the last sentence of this Section 2.15, the failure of any Bank or the Issuing
Bank to demand any such compensation or indemnification shall not constitute a
waiver of the right of such Bank, any other Bank or the Issuing Bank, to demand
any such compensation or indemnification as such rights are set forth herein.

(b) In the event any Bank gives a notice to a Borrower
pursuant to Section 2.07(b), Sections 2.11 through 2.14 that it cannot fund
certain Loans or that such funding will be at an increased cost or a higher
interest rate, or is unable to deliver the forms as required by Section 2.11,
the affected Borrower may give notice in response, with copies to the
Administrative Agent, that it wishes to seek one or more banks to replace such
Bank in accordance with the provisions set forth in Section 10.02. Each Bank
giving such a notice agrees that, at the request of such Borrower, it will
assign all of its interests hereunder and under the Notes and the Commitment to
a designated, Eligible Assignee for the full amount then owing to it, all in
accordance with Section 10.02. Thereafter, said assignee shall have all of the
rights hereunder and obligations of the assigning Bank (except as otherwise
expressly set forth herein) and such Bank shall have no further obligations to
any Borrower hereunder. Unless otherwise agreed by the Majority Banks, any
such assignment of one Borrower's Loans shall only be made if all other
Borrowers' Loans to such Bank are likewise assigned.

(c) Any notice given pursuant to this Section 2.15 shall
be deemed to contain a representation by the Bank issuing such notice that: (i)
such Bank has used reasonable efforts to minimize said costs or charges but
cannot, in its sole judgment, do so at reasonable expense, and (ii) the
increased costs and charges are common to substantially all of the comparable
loan customers of such Bank and are not unique to the Borrowers.

ARTICLE III
CONDITIONS OF CREDIT

Section 3.01 Conditions Precedent to Effectiveness, the
Initial Borrowing or Letter of Credit. The obligation of each Bank to make its
initial Loan on the occasion of the initial Borrowing hereunder or the
obligation of the Issuing Bank to issue the initial Letter of Credit hereunder,
as the case may be, is subject to the conditions precedent that the
Administrative Agent shall have received on or before the date of such initial
Borrowing or initial Letter of Credit issuance,

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all of the following, each in form and substance reasonably satisfactory to the
Bank Group and in such number of counterparts as may be reasonably requested by
the Administrative Agent:

(a) The following Loan Documents duly executed by the
Persons indicated below:

(i) this Agreement executed by each Borrower and each
member of the Bank Group,

(ii) the Notes executed by the relevant Borrower,

(iii) the Pledge Agreements executed by each Person owning
stock to be pledged thereunder accompanied by appropriate stock certificates
and stock powers in the care of certificated securities, and

(iv) the Guaranty Agreements executed by each Guarantor in
the form of Article IX.

(b) Evidence that the Liens created by the Pledge
Agreements have been duly perfected and constitute valid first priority Liens,
which shall include, without limiting the generality of the foregoing: (i) the
delivery to the Administrative Agent of such financing statements under the
Uniform Commercial Code for filing in such jurisdictions as the Administrative
Agent may require; and (ii) delivery of certificates representing the "Pledged
Shares" described in the Pledge Agreements and related stock powers executed in
blank to the extent such shares are evidenced by certificates and (iii) the
opinion and related back-up material described in Section 3.01(j).

(c) A certificate of the secretary or an assistant
secretary of each Borrower certifying, inter alia, (i) to the extent required
under the jurisdiction of its formation, true and correct copies of resolutions
adopted by the Board of Directors or other appropriate body of each Borrower
(A) authorizing the execution, delivery and performance by such Borrower of the
Loan Documents to which it is or will be a party and the consummation of the
transactions contemplated thereby, and (B) authorizing officers of such
Borrower to negotiate, execute and deliver the Loan Documents to which it is or
will be a party and any related documents, including, without limitation, any
agreement contemplated by this Agreement, (ii) true and correct copies of the
articles of incorporation and bylaws (or other similar charter documents) of
such Borrower and (iii) the incumbency and, if such officer is an individual,
the specimen signatures of the officers of such Borrower executing any Loan
Documents to which it is a party.

(d) A certificate of the secretary or an assistant
secretary of each Guarantor certifying, inter alia, (i) to the extent required
under the jurisdiction of its formation, true and correct copies of resolutions
adopted by the Board of Directors or other appropriate body of such Person (A)
authorizing the execution, delivery and performance by such Person of the Loan
Documents to which it is or will be a party and the consummation of the
transactions contemplated thereby, and (B) authorizing officers of such Person
to execute and deliver the Loan Documents to which it is or

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will be a party and any related documents, including, without limitation, any
agreement contemplated by this Agreement, (ii) true and correct copies of the
articles of incorporation and bylaws (or other similar charter documents) of
such Person and (iii) the incumbency and, if such officer is an individual, the
specimen signatures of the officers of such Person executing any Loan Documents
to which it is a party (provided, that such certificates in respect of a
Guarantor being acquired as of the Effective Date may be delivered on the day
following such acquisition).

(e) Extracts from the Dutch Commercial Register or other
certificates of appropriate public officials as to the existence and good
standing of each Borrower and each Guarantor in its jurisdiction of
incorporation, and, in the case of the US Borrower, as to its authority to do
business in all locations in which its operations makes such certificates
necessary.

(f) Intentionally omitted.

(g) A report from Johnson & Higgins of Texas, Inc. (or
other insurance consultants acceptable to the Administrative Agent) addressing
the scope of the insurance coverage of the Parent and its Subsidiaries, all in
form and substance reasonably satisfactory to the Administrative Agent; and a
certificate of the Parent certifying as to the insurance coverages maintained
by each of Saybolt and Scott Pickford.

(h) Copies of the purchase agreements and all
documentation related thereto (including disclosure schedules, if any) related
to the acquisitions of Saybolt and Scott Pickford and (i) in the case of Scott
Pickford, notice from the Share Transfer Agent/Registrar for Scott Pickford
that the Parent has consummated the acquisition of not less than 95% of its
issued and outstanding shares, and (ii) in the case of Saybolt, evidence that
all conditions precedent thereto have been fulfilled other than the funding,
all in form and substance satisfactory to the Administrative Agent.

(i) A certificate signed by a Responsible Officer of each
of the Borrowers certifying as to the satisfaction of the conditions specified
in Section 3.02.

(j) The favorable, signed opinions of John D. Denson,
General Counsel of the Borrowers, Vinson & Elkins L.L.P., special New York
counsel to the Borrowers and the Guarantors, Norton Rose, special English
counsel to the UK Borrower and Guarantors in the United Kingdom, and Nauta
Dutilh, Dutch counsel to the Parent and Guarantors in the Netherlands, each
addressed to the Administrative Agent and the Bank Group, in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.

(k) A written confirmation from the Process Agent of its
appointment and acceptance as process agent for each Borrower and each
Guarantor.

(l) The payment to the Bank Group of the fees due to them
as of such date under the Loan Documents.

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(m) Subordination Agreements reasonably satisfactory to
the Administrative Agent subordinating all inter-company indebtedness among the
Credit Parties to the Obligations.

(n) Contribution and Indemnity Agreements among the
Guarantors apportioning the rights and obligations of each Guarantor in the
form of Exhibit 3.01(n).

(o) Evidence satisfactory to the Agents that the
requirements of Section 4.19 have been met as of the Closing Date, which shall
include a list of all subsidiaries of the parent showing each entity's
percentage share of the Parent's consolidated gross revenues, EBITDA and
Assets.

(p) Such other documents, certificates and opinions as
the Administrative Agent may reasonably request relating to this Agreement and
the other Loan Documents.

Section 3.02 Conditions Precedent to All Letters of Credit
and Loans. The obligation of the Issuing Bank to issue any Letter of Credit,
and of each Bank to make any Loan, shall be subject to the further conditions
precedent that (a) on the Borrowing Date of such Loan or the issuance date of
such Letter of Credit, as the case may be, the following statements shall be
true, and by virtue of delivery of a Borrowing Request or a Letter of Credit
Request, as applicable, by any Borrower, each Borrower shall be deemed to have
certified to the Bank Group as of such date that (i) the representations and
warranties contained in Article IV are true and correct on and as of such date,
before and after giving effect to such Loan or Letter of Credit, as the case
may be, and as though made on and as of such date, unless they relate expressly
to a prior date, (ii) no Default or Event of Default has occurred and is
continuing, or would result from such Loan or Letter of Credit, as the case may
be, and (iii) no event has occurred that could reasonably be expected to have a
Material Adverse Effect on any Borrower and (b) the Administrative Agent shall
not have received any notice under Section 5.01(e), Section 5.01(f), Section
5.01(g), or Section 5.01(h); provided, however, that the provisions of this
Section 3.02 shall not affect the obligation of each Bank to make a Refunded
Guilder Swing Line Loan in accordance with Section 2.01(e).

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

In order to induce the Bank Group to enter into this
Agreement, each Borrower hereby represents and warrants to the Bank Group as
follows:

Section 4.01 Corporate Existence. Each of the Borrowers and
its Subsidiaries is a corporation (or other Person) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, and is duly qualified or licensed to transact
business as a foreign corporation (or other Person) and is 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 the failure to be so qualified or licensed could not
reasonably be expected to have a Material Adverse Effect. Schedule 4.01 is a
complete list of

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all of the direct or indirect Subsidiaries of the Parent as of the Effective
Date (subsequent to the Saybolt acquisition) indicating the name of its parent.
Schedule 4.01 will be supplemented within fifteen (15) days from the Execution
Date by adding thereto, for each Subsidiary, (i) the jurisdiction in which it
was incorporated, and (ii) the location of its chief executive office or the
office at which it has the majority of its staff, equipment or inventory.

Section 4.02 Corporate Authority; Binding Obligations. Each
Credit Party has all requisite corporate power and authority to conduct its
business, to own, operate and encumber its Property, and to execute, deliver
and perform all of its obligations under the Loan Documents executed by, or to
be executed by, such Person. The execution, delivery and performance of each
of the Loan Documents to which any Credit Party is a party and the consummation
of the transactions contemplated thereby have been duly authorized by all
necessary corporate action (or comparable action, in the case of a Credit Party
that is not a corporation). Each of the Loan Documents to which any Credit
Party is a party has been duly executed and delivered by such Person, is in
full force and effect and constitutes the legal, valid and binding obligation
of such Person, enforceable against it in accordance with its terms, except (a)
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws or judicial decisions
affecting the enforcement of creditor's rights generally and general principles
of equity, and (b) that (i) the rights and remedies afforded the Bank Group
under the Security Documents relating to the Collateral and (ii) the rights and
duties of the issuer of any of the Collateral, in the case of either clauses
(i) and (ii) with respect to (A) registration of transfer, (B) the
effectiveness of registration of transfer, (C) duties of the issuer to adverse
claimants and (D) assertion of adverse claims, may be limited by the laws of
the jurisdiction in which the issuer of such Collateral was organized.

Section 4.03 No Conflict. The execution, delivery and
performance by each Credit Party of each Loan Document to which such Person is
a party and the consummation of each of the transactions contemplated thereby
do not and shall not, by the lapse of time, the giving of notice or otherwise:
(a) constitute a violation of any Requirement of Law or a breach of any
provision contained in the articles or certificate of incorporation or bylaws
or other applicable governance documents of such Person, or any shareholder
agreement pertaining to such Person, or contained in any material agreement,
instrument or document to which it is now a party or by which it or its
properties is bound, except for such violations or breaches that could not
reasonably be expected to have a Material Adverse Effect; or (b) result in or
require the creation or imposition of any Lien whatsoever upon any of the
Properties of any Credit Party or its Subsidiaries (other than Liens arising
pursuant to the Loan Documents).

Section 4.04 No Consent. Except for those filings and
consents required from time to time to comply with and perform obligations of
the Parent and its Subsidiaries under this Agreement and the other Loan
Documents to which such Persons are a party, such as filings and consents
related to environmental matters, ERISA matters, Taxes and intellectual
property, filings required to maintain corporate and similar standing and
existence, filings pursuant to the Uniform Commercial Code and other security
filings and recordings, filings required by the SEC, routine

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filings in the ordinary course of business, and filings required in connection
with the exercise by the Bank Group of remedies in connection with the Loan
Documents, no authorization, consent, approval, license, or exemption of or
filing or registration with, any Governmental Authority or any other Person,
which has not been obtained, was, is or will be necessary for (a) the valid
execution, delivery or performance by any Credit Party of any of the Loan
Documents to which it is a party, (b) the legality, validity, binding effect or
enforceability of any of the Loan Documents, or (c) the ownership, use or
operation by the Credit Parties and their respective Subsidiaries of any of
their Properties other than those that could not reasonably be expected to have
a Material Adverse Effect.

Section 4.05 No 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 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 Borrowers nor any of their Restricted 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.

Section 4.06 Financial Position. (a) Prior to the Execution
Date, the Parent has furnished to the Bank Group the consolidated balance sheet
of the Parent as at December 31, 1996, and the related consolidated statements
of operations, shareholders' equity and cash flows for the fiscal year then
ended, audited by Arthur Andersen LLP, independent certified public accountants
and comparable items for Saybolt prepared by Price Waterhouse L.L.P. as of
December 31, 1996 and for Scott Pickford prepared by Crane & Partners, as of
March 31, 1996. The financial statements referred to in the previous sentence
have been prepared in accordance with GAAP (except for that in respect of Scott
Pickford, which was prepared in accordance with GAAP as in effect in the United
Kingdom) consistently applied throughout the periods involved and present
fairly in all material respects the consolidated financial condition of the
Persons named therein as of the date thereof and the results of its operations
for the periods then ended. No event has occurred since December 31, 1996, or
in the case of Scott Pickford since March 31, 1996, that could reasonably be
expected to have a Material Adverse Effect in respect of any of said Persons.

(b) Except as fully reflected in the audited financial
statements referred to in paragraph (a) of this Section 4.06, as of the
Execution Date, there are no liabilities or obligations of the Borrowers or any
of their Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or
in aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) On and as of the Effective Date, on a pro forma basis
after giving effect to all Indebtedness incurred, and to be incurred, and Liens
created, and to be created, by each Credit Party in connection therewith, (x)
the sum of the assets, at a fair valuation, of each Credit Party will exceed
its debts, (y) no Credit Party will have incurred or intended to, or believe
that they will, incur debts

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beyond their ability to pay such debts as such debts mature and (z) no Credit
Party will have unreasonably small capital with which to conduct its business.

Section 4.07 Litigation. Except as disclosed in Schedule
4.07, there are no actions, suits or proceedings pending or, to the knowledge
of any Borrower, threatened against or affecting any Borrower or its
Subsidiaries, or the Properties of any such Person, before or by any
Governmental Authority or other Person, which could reasonably be expected to
have a Material Adverse Effect.

Section 4.08 Use of Proceeds. (a) Each Borrower's uses of
the proceeds of the Loans made to it, and, in the case of the US Borrower, 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 5.09, and all
Requirements of Law (including Regulations G, T, U and X).

(b) None of the Borrowers nor any of their respective
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U), and
no part of the proceeds of any Loan or Letter of Credit will be used, directly
or indirectly, (i) to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying any margin stock or (ii) for
the purpose of purchasing, carrying or trading in any securities under such
circumstances as to involve the Borrowers or any of their respective
Subsidiaries in a violation of Regulation X.

Section 4.09 Governmental Regulation. None of the Borrowers
nor any of their respective Subsidiaries is subject to regulation under the
Public Utility Holding Company Act, as amended, the Investment Company Act of
1940, as amended, or any other Requirement of Law such that the ability of any
such Person to incur Indebtedness is limited or its ability to consummate the
transactions contemplated by this Agreement or the other Loan Documents is
impaired.

Section 4.10 Disclosure. The schedules, documents, exhibits,
reports, certificates and other written statements and information furnished by
or on behalf of the Borrowers to the Bank Group do not contain any Material
misstatement of fact, or omit to state a Material fact necessary in order to
make the statements contained therein, in light of the circumstances under
which they were made, not misleading. None of the Borrowers nor any of their
respective Subsidiaries has withheld any fact known to it which has or could
reasonably be expected to have a Material Adverse Effect.

Section 4.11 ERISA. (a) The US Borrower and each ERISA
Affiliate have operated and administered each Pension Plan and Other Benefit
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 Internal Revenue Code relating to
employee benefit plans (as defined in Section 3 of ERISA);

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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 Section 401(a)(29) or 412 of the Internal Revenue 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 and have never had any liability or obligation with respect to any
Material liabilities (and are not subject to Material contingent withdrawal
liabilities) under Section 4201 or 4204 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 Internal Revenue Code ("COBRA")) of the US Borrower and
its ERISA Affiliates is not Material and, except as modified by COBRA, such
obligations can be unilaterally terminated at any time by the US Borrower, or
its ERISA Affiliates without any Material liability.

Section 4.12 Payment of Taxes. Each Borrower has filed, and
has caused each of its Subsidiaries 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 Subsidiary are 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 GAAP, or (b) to the extent the failure to file
such taxes could not reasonably be expected to have a Material Adverse Effect.

Section 4.13 Title and Liens. Each Borrower and each of its
Subsidiaries have good title to all of its Material Properties, free and clear
of all Liens except Liens permitted by Section 6.02. All Material agreements
necessary for the conduct of the business of each Borrower and its Subsidiaries
are valid and subsisting, in full force and effect and, to the knowledge of any
Borrower, there exists no default or event or circumstance which with the
giving of notice or the

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passage of time or both would give rise to a default under any such agreement,
which would affect in any Material respect the conduct of the business of each
Borrower and its Subsidiaries.

Section 4.14 Patents and Intellectual Property. Each
Borrower and its Subsidiaries has 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.

Section 4.15 Environmental Matters. Except as disclosed in
Schedule 4.15 hereto, (a) (i) each Borrower and its Subsidiaries possess all
Material environmental, health and safety licenses, permits, authorizations,
registrations, approvals and similar rights necessary under law or otherwise
for such Person to conduct its operations as now being conducted, (ii) each of
such licenses, permits, authorizations, registrations, approvals and similar
rights is valid and subsisting, in full force and effect and enforceable by
such Person, and (iii) such Person is in compliance with all terms, conditions
or other provisions of such permits, authorizations, registrations, approvals
and similar rights, except, in each case covered by clauses (a)(i), (ii) and
(iii), to the extent that the failure to do so could not reasonably be expected
to have a Material Adverse Effect; (b) none of the Borrowers nor any of their
respective Subsidiaries has received any notices of any violation of,
noncompliance with, or remedial obligation under, Requirements of Environmental
Laws, and there are no writs, injunctions, decrees, orders or judgments
outstanding, or lawsuits, claims, proceedings, investigations or inquiries
pending or, to the knowledge of any Borrower, threatened, relating to the
ownership, use, condition, maintenance, or operation of, or conduct of business
related to, any Property owned, leased or operated by such Borrower or any of
its Subsidiaries, other than those violations, instances of noncompliance,
obligations, writs, injunctions, decrees, orders, judgments, lawsuits, claims,
proceedings, investigations or inquiries that could not reasonably be expected
to have a Material Adverse Effect; (c) there are no Material obligations,
undertakings or liabilities arising out of or relating to Environmental Laws to
which any Borrower or its Subsidiaries has agreed to, assumed or retained, or
by which such Borrower or its Subsidiaries is adversely affected, by contract
or otherwise; (d) there are no facts, circumstances or conditions on or related
to any Property of any Borrower or its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect or cause any such Property to be
subject to any material restrictions on its ownership, use, occupancy or
transferability to the extent such restrictions could reasonably be expected to
have a Material Adverse Effect, and (e) none of the Borrowers nor any of their
respective Subsidiaries has received a written notice or claim to the effect
that such Person is or may be liable to any Person as the result of a release
or threatened release of a hazardous material or solid waste that could
reasonably be expected to have a Material Adverse Effect.

Section 4.16 Security Interests. Each of the Pledge
Agreements creates, as security for the Obligations purported to be secured
thereby, a valid and enforceable perfected, first priority security interest in
and Lien on all of the Collateral subject thereto, in favor of the
Administrative Agent for the benefit of the Bank Group. No filings or
recordings are required in order to perfect the security interests created
under any Pledge Agreement except for filings or recordings required in
connection with any such Pledge Agreement which shall have been made upon or
prior to (or are the

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subject of arrangements, satisfactory to the Administrative Agent, for filing
on or promptly after the date of) the execution and delivery thereof.

Section 4.17 Labor Relations. None of the Borrowers nor any
of their respective Subsidiaries is engaged in any unfair labor practice that
could reasonably be expected to have a Material Adverse Effect. There is (a)
no unfair labor practice compliant 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 any Borrower's knowledge, threatened
against any of them, (b) no strike, labor dispute, slowdown or stoppage pending
against any Borrower or any of its Subsidiaries or, to the best of the
Borrower's knowledge, threatened against any Borrower or any of its
Subsidiaries and (c) 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 (a), (b) or (c) above, either individually or in the
aggregate, such as could not reasonably be expected to have a Material Adverse
Effect.

Section 4.18 No Material Adverse Change. Since December 31,
1996, there has occurred no event or effect that has had or could reasonably be
expected to have a Material Adverse Effect.

Section 4.19 Credit Parties as Percentage of Consolidated
Entity. The Credit Parties have at least seventy percent (70%) of the total
assets and seventy-five percent (75%) of the total revenues of the Parent on a
consolidated basis.

ARTICLE V
AFFIRMATIVE COVENANTS

So long as any Letter of Credit remains outstanding, any
principal amount of any Loan, any principal amount of any reimbursement
obligation in respect of any Letter of Credit, any amount of interest accrued
under the Notes or in respect of any Letter of Credit, or any commitment or
other fee, expense, compensation or any other amount payable to any member of
the Bank Group under the Loan Documents shall remain unpaid or outstanding or
any Bank shall have any Commitment hereunder:

Section 5.01 Reporting Requirements. The Parent shall
deliver or cause to be delivered to the Administrative Agent (with sufficient
copies for the Administrative Agent to distribute the same to the other members
of the Bank Group):

(a) As soon as available and in any event within sixty
(60) days after the end of each of the first three fiscal quarters of each
fiscal year of the Parent:

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(i) copies of the unaudited consolidated and
consolidating balance sheets of the Parent as of the end of such
period, and unaudited consolidated and consolidating statements of
operations, shareholders' equity and cash flows of the Parent for that
period and for the portion of the year ending with such period, in
each case setting forth in comparative form (on a consolidated basis)
the figures for the corresponding period of the preceding fiscal year,
all in reasonable detail; and

(ii) a certificate of a Responsible Officer of the Parent
(1) stating that (A) such financial statements fairly present in all
material respects the consolidated and consolidating financial
position and results of operations of the Parent in accordance with
GAAP consistently applied, subject to year-end adjustments and the
absence of notes and (B) no Default or Event of Default has occurred
and is continuing and the Parent is not aware of any event or
condition which could reasonably be expected to create a Default or
Event of Default or, if any such event has occurred and is continuing,
the action the Parent is taking or proposes to take with respect
thereto, and (2) setting forth calculations demonstrating compliance
with Section 6.04 and (3) stating that the Borrowers are in compliance
with the provisions of Section 5.10.

(b) As soon as available and in any event within one
hundred twenty (120) days after the end of each fiscal year of the Parent:

(i) copies of the audited consolidated balance sheets of
the Parent as of the close of such fiscal year and audited
consolidated statements of operations, shareholders' equity and cash
flows of the Parent for such fiscal year, accompanied by an opinion
thereon (which shall not be qualified) of independent accountants of
recognized national standing selected by the Parent and reasonably
satisfactory to the Majority Banks, to the effect that such
consolidated financial statements have been prepared in accordance
with GAAP consistently applied (except for changes with which such
accountants concur) and that such audit has been made in accordance
with generally accepted auditing standards, and the corresponding
unaudited consolidating statements in each case setting forth in
comparative form (on a consolidated basis) the figures for the
preceding fiscal year, all in reasonable detail; and

(ii) a certificate of a Responsible Officer of the Parent
(A) setting forth calculations demonstrating compliance with Section
6.04, (B) stating that no Default or Event of Default has occurred and
is continuing or, if any such event has occurred and is continuing,
the action the Parent is taking or proposes to take with respect
thereto, and (C) stating that the Borrowers are in compliance with
Section 5.10.

(c) As soon as available and in any event with in sixty
(60) days after the end of each calendar quarter, a certificate of a
Responsible Officer of the Parent setting forth a calculation of the Margin
Ratio (a "Margin Ratio Certificate") as of the end of such calendar quarter.

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<PAGE> 42
(d) Within ten (10) Business Days after the sending or
filing thereof, copies of all definitive reports and shareholder information
which a Borrower or any of its Subsidiaries sends to its shareholders or the
SEC, or otherwise makes available to the public.

(e) Immediately after a Borrower or any of its
Subsidiaries becomes aware of the occurrence or the likelihood of an occurrence
of a Default or Event of Default, a certificate of a Responsible Officer of
such Borrower setting forth details of such Default or Event of Default and the
action which has been taken or is to be taken with respect thereto.

(f) As soon as reasonably possible and in any event
within five (5) Business Days after a Borrower or any of its Subsidiaries
becomes aware thereof, written notice from a Responsible Officer of such
Borrower of (i) the institution of or overt threat 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 Bank Group
pursuant to this Section 5.01 or (ii) any Material development in any action,
suit, proceeding, governmental investigation or arbitration already disclosed
to the Bank Group pursuant to this Section 5.01.

(g) As soon as reasonably possible and in any event
within five (5) Business Days after a Borrower or any of its Subsidiaries
becomes aware thereof, written notice from a Responsible Officer of such
Borrower of (i) any violation of, noncompliance with, or remedial obligations
under, Requirements of Environmental Laws that could reasonably be expected to
have a Material Adverse Effect, (ii) 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, (iii) 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 (iv) changes to Requirements of Environmental
Laws that could reasonably be expected to have a Material Adverse Effect.

(h) Promptly, and in any event within five (5) 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: (i) with respect to any
Pension Plan, any Reportable Event, for which notice thereof has not been
waived pursuant to applicable regulations as in effect on the date hereof; or
(ii) 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; or (iii) 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 Internal Revenue Code relating to employee benefit plans, or
in the imposition of any Lien on any of the rights, properties or assets of a
Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA

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<PAGE> 43
or such penalty or excise tax provisions; or (iv) 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 Other Benefit Plan,
if such failure, either separately or together with all other such failures
could reasonably be expected to be Material; or (v) any event with respect to
any Pension Plan, Multiemployer Plan and/or Other Benefit Plan, individually or
in the aggregate, that could reasonably be expected to result in a Material
liability.

(i) In addition, on or before April 15 of each year
commencing April 15, 1998, the Parent will deliver to the Administrative Agent
a report prepared by the Parent's independent insurance broker which report (i)
lists all insurance policies and programs then in effect with respect to the
Properties of the Borrowers and their respective Subsidiaries, (ii) specifies
for each such policy and program, (A) the amount thereof, (B) the risks insured
against thereby, (C) the name of the insurer and each insured party thereunder
and (D) the policy or other identification number thereof, and (iii) certifies
that all such policies and programs are in full force and effect, accompanied
by a report from the Parent certifying that such policies are placed with such
insurance companies, underwriters or associations, in such amounts, against
such risks, and in such form, as are normally issued against by Persons of
similar size and established reputation engaged in the same or similar
businesses and similarly situated, and conform with the requirements of this
Agreement.

(j) 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 actively operating legal entity listing total assets, total revenues and
EBITDA of such legal entity.

(k) Promptly upon receipt thereof and following such time
as the appropriate officers of the Parent shall have had reasonable time to
respond thereto, a copy of each 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.

(l) Such other information as any member of the Bank
Group may from time to time reasonably request respecting the business,
Properties, operations or condition, financial or otherwise, of the Borrowers
or any of their Subsidiaries.

Section 5.02 Taxes; Claims. Each Borrower will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon such Person
or upon its income or profits, or upon any Properties belonging to such Person,
prior to the date on which penalties attach thereto, and all lawful claims
which, if unpaid, might become a Lien upon any Properties of such Person, other
than (a) any such tax, assessment, charge, levy or claim which is being
contested in good faith by appropriate proceedings promptly initiated and
diligently conducted and with respect to which adequate reserves are set aside
on the books of such Person in accordance with GAAP, or (b) if the failure to
file such taxes could not reasonably be expected to have a Material Adverse
Effect.

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<PAGE> 44

Section 5.03 Compliance with Laws. Each Borrower will
comply, and will cause each of its Subsidiaries to comply, with all applicable
Requirements of Law imposed by, any Governmental Authority, if non-compliance
with such Requirement of Law could reasonably be expected to have a Material
Adverse Effect. Without limitation of the foregoing, each Borrower shall, and
shall cause each of its 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
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

Section 5.04 Insurance. Each Borrower will maintain, and will
cause each of its Subsidiaries to maintain insurance, with financially sound
and reputable insurance companies or associations, against such risks and in
such amounts (and with co-insurance and deductibles), as are usually insured
against by Persons of similar size and established reputation engaged in the
same or similar businesses and similarly situated, including insurance against
fire, casualty, business interruption, injury to Persons or property and other
normal hazards normally insured against.

Section 5.05 Existence. Each Borrower will preserve and
maintain, and will cause each of its 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 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 that a Subsidiary merges or consolidates in
compliance with Section 6.06 or ceases to be a Subsidiary of any Borrower if
such cessation is permitted under this Agreement.

Section 5.06 Inspections. Upon at least one (1) Business Day
advance notice, each Borrower will permit, and will cause each of its
Subsidiaries to permit, any agents or representatives of the Administrative
Agent or its designee to from time to time examine and make copies of and
abstracts from the records and books of account of, and visit the Properties of
any of the Borrowers and their Subsidiaries and to discuss any of the affairs,
finances and accounts of any such Person that in any way relate to this
Agreement or the performance or ability to perform hereunder of any Credit
Party, with any of said Person's independent public accountants, officers or
directors during normal business hours. If an Event of Default has occurred
and is continuing, Borrowers will pay for all such examinations; prior thereto
the examining Bank will pay for same.

Section 5.07 Maintenance of Properties. Each Borrower will
maintain and preserve, and will cause each of its Subsidiaries to maintain and
preserve, all of its Property necessary for the proper conduct of its business
in good repair, good working order and condition, ordinary wear and tear
excepted, and make all necessary and proper repairs, replacements, additions
and improvements thereto to the extent and in the manner customary in the
industry except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

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<PAGE> 45
Section 5.08 Accounting Systems. Each Borrower will keep,
and will cause each of its Subsidiaries to keep, adequate records and books of
account in which complete entries will be made in accordance with GAAP
consistently applied (subject to year end adjustments), reflecting all
financial transactions of such Person. Each Borrower shall maintain or cause
to be maintained a system of accounting established and administered in
accordance with sound business practices to permit preparation of financial
statements in conformity with GAAP, and each of the financial statements
described herein shall be prepared from such system and records.

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 Parent will use the
proceeds of the Tranche A Loans solely to finance or refinance the acquisitions
of Saybolt and its related Subsidiaries and Affiliates and the UK Borrower will
use the proceeds of the Tranche B Loans solely to finance or refinance the
acquisition of Scott Pickford, and, in each case in a manner consistent with
the terms of this Agreement and all Requirements of Law. The US Borrower will
use the proceeds of all Dollar Revolving Loans and the Parent will use the
proceeds of the Guilder Revolving Loans and Guilder Swing Line Loans for
working capital and other general corporate purposes consistent with the terms
of this Agreement and all Requirements of Law; provided, the Parent shall use
the proceeds of the initial Borrowing under the Guilder Revolving Loans (if
such is requested to be advanced by the Guilder Swing Line Banks) for the sole
purpose of refinancing the Guilder Swing Line Loans. All parties hereto
recognize that a portion of the proceeds of all Loans made hereunder shall be
used to refinance the Indebtedness outstanding under the Prior Credit
Agreement.

Section 5.10 Additional Guarantees and Stock Pledges. In the
event any Borrower or any of their Subsidiaries acquires any Subsidiary
subsequent to the Execution Date, or if any current Subsidiary (other than Core
Laboratories Sales N.V. or Saybolt Nederland B.V., which shall be excluded
herefrom) that is not a Credit Party changes in such a manner that said
Subsidiary: (i) has total revenue constituting five percent (5%) or more of the
pro forma consolidated total revenues, or (ii) has five percent (5%) of the pro
forma consolidated total assets, of the Parent and all of its Subsidiaries on a
consolidated basis (in the case of both (i) and (ii), after the acquisitions of
Saybolt and Scott Pickford), such Subsidiary shall execute and deliver to the
Administrative Agent a Guaranty Agreement guaranteeing the Obligations on the
same basis as the other Guarantors and the Parent shall (or shall cause the
relevant Subsidiary to) execute and deliver to the Administrative Agent an
amendment and supplement to the Pledge Agreement, in form and substance
reasonably satisfactory to the Administrative Agent, pledging 100% of the
capital stock of such Subsidiary as security for the Obligations along with
such financing statements, stock powers, legal opinions and other documents or
certificates related thereto as the Administrative Agent may reasonably
request. In addition, subsequent to the Execution Date, if the Borrowers and
all of the Subsidiaries that are Guarantors do not have total revenue and total
assets equal to both seventy-five percent (75%) 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 reports required under
Section 5.01(j), the Parent, at the reasonable request of the Majority Banks,
will pledge, or cause to be pledged, the stock of such Subsidiaries to attain
each of said seventy-five percent (75%) levels

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<PAGE> 46
and will cause such Persons to become Guarantors, all with appropriate
supporting documentation as referenced above.

Section 5.11 Further Assurances in General. Each Borrower
shall, and shall cause each of its Subsidiaries to, protect and perfect the
Liens contemplated by the Pledge Agreements. 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.

Section 5.12 New Credit Parties; Closing Conditions. To the
extent that: (a) any conditions to funding under the Prior Credit Agreement
were not completed as of the execution date thereof or (b)(y) any Credit
Parties were not Credit Parties under the Prior Credit Agreement and (z) the
Borrowers, after due effort, are unable to deliver all of the items in respect
of said new Credit Parties required by Sections 3.01(a)(iii) and (iv) and
Sections 3.01(b), (c), (d), (e), (j), (k), (m) or (n), or if there are any
conditions to funding hereunder that are not completed as of the closing and
said items are waived by the Majority Banks, in their sole discretion, the
Borrowers shall have a period of forty-five (45) days from the date hereof to
obtain said items and, during such period, no Default shall exist hereunder.

ARTICLE VI
NEGATIVE COVENANTS

So long as any Letter of Credit remains outstanding, any
principal amount of any reimbursement obligation in respect of any Letter of
Credit, any principal amount of any Loan, any amount of interest accrued under
the Notes or in respect of any Letter of Credit, or any commitment, facility or
other fee, expense, compensation or any other amount payable to any member of
the Bank Group under the Loan Documents shall remain unpaid or outstanding or
any Bank shall have any Commitment hereunder:

Section 6.01 Indebtedness Restriction. Each Borrower will
not, and will not permit any of its Subsidiaries to, create, incur, assume or
suffer to exist, any Indebtedness other than:

(a) Indebtedness of the Borrowers and the Guarantors
under the Loan Documents;

(b) Indebtedness of the Borrowers or their Subsidiaries
in respect of any Derivatives permitted by Section 6.03;

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<PAGE> 47

(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 $5,000,000 shall be evidenced by a subordinated promissory note in a form
reasonably satisfactory to the Administrative Agent, and shall be pledged to
the Administrative Agent for the benefit of the Banks as security for the
Obligations;

(e) Other Indebtedness of up to $2,000,000 (or its
Equivalent) outstanding at any one time and any Guaranties thereof;

(f) Other unsecured Indebtedness consisting of funded
debt in the form of money market lines of credit or similar arrangements not to
exceed $5,000,000 (or its Equivalent) outstanding at any one time and any
Guaranties thereof;

(g) Other unsecured Indebtedness (contingent or direct)
not to exceed $5,000,000 outstanding at any one time in respect of letters of
credit issued for the account of any of the Credit Parties in the conduct of
their business in the ordinary course and any Guaranties thereof; and

(h) Indebtedness in existence (but not incurred or
created in connection with such acquisition) on the date on which a Person is
acquired (after the Execution Date) by the Parent or any of its Subsidiaries
and for which Indebtedness: (i) neither the Parent nor any of its other
Subsidiaries has any obligation with respect to such Indebtedness, and (ii)
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.

Section 6.02 Lien Restriction. Each Borrower will not, and
will not permit any of its Subsidiaries to, create, incur, assume or suffer to
be created, assumed or incurred or to exist, any Lien upon any of such Person's
Property, whether now owned or hereafter acquired, other than the following
Liens ("Excepted Liens"):

(a) Liens created pursuant to this Agreement or any other
Loan Document;

(b) 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
GAAP consistently applied);

(c) Liens imposed by law which were incurred in the
ordinary course of business, such as carriers', 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

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<PAGE> 48
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;

(d) Liens on any real 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;

(e) Liens existing on the Execution Date and listed on
Schedule 6.02, without giving effect to any subsequent extensions or renewals
thereof;

(f) Liens on cash and Cash Equivalents in an aggregate
amount not to exceed $500,000.00 to secure performance of bids, trade
contracts, leases and other similar obligations incurred in the ordinary course
of business;

(g) Liens securing any purchase money Indebtedness or
Capital Leases allowed under Section 6.01(e) on the property or assets acquired
in connection with the incurrence of such purchase money Indebtedness;

(h) Liens on Property of the Person acquired as
contemplated under Section 6.01(h) to secure Indebtedness permitted by Section
6.01(h); and

(i) 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.

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,
provided that any such arrangements entered into with any of the Banks shall be
secured by the Collateral on a last-out basis.

Section 6.04 Financial Covenants.

(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 that shown as follows for the periods indicated:

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<PAGE> 49
<TABLE>
<CAPTION>
FROM TO MINIMUM RATIO
-------------- -------- -------------
<S> <C> <C>
Effective Date 12/31/97 1.4 to 1.0

1/1/98 12/31/98 1.5 to 1.0

1/1/99 3/31/99 1.4 to 1.0

4/1/99 6/30/99 1.3 to 1.0

7/1/99 9/30/99 1.2 to 1.0

10/1/99 12/31/99 1.1 to 1.0

1/1/00
and thereafter 1.0 to 1.0
</TABLE>

(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) 4.0 to 1.0 from the Effective Date through December 31,
1997, (B) 3.5 to 1.0 from January 1, 1998 through June 30, 1998, (C) 3.0 to 1.0
from July 1, 1998 through June 30, 1999, (D) 2.75 to 1.0 from July 1, 1999
through June 30, 2000, and (E) 2.5 to 1.0 from July 1, 2000 through the
Termination Date.

(c) Minimum Net Worth. The Parent will not permit
consolidated Net Worth to at any time be less than the sum of (i)
$39,500,000.00 plus (ii) fifty percent (50%) of Net Income for any fiscal
quarter ending after the Effective Date (excluding any such fiscal quarter in
which Net Income is a negative number), plus (iii) 100% 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 Effective Date.

(d) Minimum Current Ratio. The Parent will not permit
the ratio of (i) its Current Assets to (ii) its Current Liabilities at the end
of any fiscal quarter to be less than 1.0 to 1.0.

Section 6.05 Sales of Assets. Each Borrower will not, and
will not permit any of its Subsidiaries to (a) sell, transfer, assign or
otherwise dispose of the capital stock of any Credit Party or (b) 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).

Section 6.06 Consolidation and Mergers. Each Borrower will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
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

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<PAGE> 50
if either of such Subsidiaries is a Borrower, such Borrower shall be the
surviving entity), (ii) any Subsidiary of the Parent (other than the UK
Borrower or 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 Credit Party provided in each case that immediately after giving effect
and pro forma effect thereto, no event shall occur and be continuing which
constitutes either a Default or an Event of Default.

Section 6.07 Restricted Disbursements. Each Borrower will
not, and will not permit any of its Subsidiaries to approve, make, incur or
commit to incur any Restricted Disbursements after the Execution Date other
than:

(a) 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;

(b) investments in cash or Cash Equivalents;

(d) Indebtedness between the Parent and its Subsidiaries
to the extent permitted by Section 6.01;

(e) investments in any Credit Party;

(f) Capital Expenditures (including Capital Leases) of
not more than (i) $7,500,000 during the remainder of calendar year 1997; (ii)
$16,500,000 for calendar year 1998; and (iii) one hundred ten percent (110%) of
the total for the prior calendar year for each calendar year after 1998 during
the term hereof;

(g) acquisitions by the Parent or any of its Subsidiaries
of capital stock or other equity interests in any other Person the
consideration for which is: (y) common stock of the Parent or (z) cash of not
more than $7,500,000.00 in any single transaction or $22,500,000.00 in the
aggregate (in each case, including assumption of debt) during the term hereof;
provided that no Default exists or would occur as a result of such acquisition;

(h) investments in or loans to non-Credit Party
Subsidiaries of not more than $5,000,000.00 (or its Equivalent thereof in
Dollars) in excess of the investments or loans outstanding on the Execution
Date outstanding in the aggregate at any one time; provided, that if any Person
in which such Investment is made becomes a Credit Party, the actual amount of
the dollar Investment in such Person shall no longer be considered an
Investment under this Section 6.07(h);

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<PAGE> 51
(i) other Restricted Disbursements of investments in
capital stock of a Borrower in respect of pension plans, cash paid in
connection with stock option programs, employee stock buybacks, and similar
items not to exceed $500,000.00 per fiscal year of the Parent;

(j) investments currently shown on Schedule 6.07(j);

(k) other investments of not more than $500,000 in the
aggregate per fiscal year of the Parent; and

(l) investments acquired incidentally to and in
conjunction with acquisitions of assets permitted by this Section 6.07;
provided that such investments do not constitute more than five percent (5%) of
the total consideration paid for such acquisition.

Section 6.08 Lines of Business. Each Borrower will not, and
will not permit any of its Subsidiaries to, materially alter the character of
the business of such Borrower and its Subsidiaries taken as a whole from that
conducted on the Effective Date.

Section 6.09 Transactions with Affiliates. None of the
Borrowers nor any of their respective Subsidiaries, will enter into any
transaction with an Affiliate other than transactions entered into in the
ordinary course of business and upon terms no less favorable than those that
such Borrower or its Subsidiary, as applicable, could obtain in an arms length
transaction with a Person that is not an Affiliate. No Credit Party will
transfer assets or funds to any Affiliate or Subsidiary that is not a Credit
Party except for value, as permitted under Section 6.06 or as an investment
permitted under Section 6.07.

Section 6.10 Restrictions on Subsidiaries. Each Borrower
will not, and will not permit any of its Subsidiaries to, create or otherwise
cause or suffer to exist any encumbrance or restriction which prohibits or
otherwise restricts (a) the ability of any Subsidiary to (i) pay dividends or
make other distributions or pay any Indebtedness owed to any Credit Party, (ii)
make loans or advances to any Credit Party, or (iii) transfer any of its
Properties to any Borrower or (b) the ability of any 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: (1)
this Agreement and the other Loan Documents; (2) applicable law; (3) Liens,
prohibitions or restrictions permitted by Section 6.02 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 (4) prohibitions or
restrictions contained in any document or instrument governing the terms of the
Indebtedness permitted by Section 6.01(h).

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ARTICLE VII
DEFAULT AND REMEDIES

Section 7.01 Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

(a) any Borrower shall fail to pay when due any
installment of principal of the Notes or any reimbursement obligation in
respect of any Letter of Credit; or

(b) any Borrower shall fail to pay any interest on any
Loan or any arrangement fee, commitment fee, administration fee, funding fee,
L/C Fee, Facing Fee, commission, expense, compensation, reimbursement or other
amount when due and such default shall continue for a period of five (5) days
which shall, in no event, be less than three (3) Business Days; or

(c) any Borrower shall fail to perform any term, covenant
or agreement contained in Article VI or Section 5.01(e) of this Agreement; or

(d) any Borrower shall fail to perform any term,
covenant or agreement contained in this Agreement (other than those referenced
in subsections (a), (b) and (c) of this Section 7.01) and such failure shall
not have been remedied within thirty (30) days of: (y) any Borrower's obtaining
knowledge thereof or (z) written notice thereof having been delivered to any
Borrower by the Administrative Agent, whichever comes first; or

(e) any Credit Party shall fail to perform any term,
covenant or agreement contained in any Loan Document (other than those
referenced in subsections (a), (b), (c) and (d) of this Section 7.01) and such
failure shall not have been remedied within thirty (30) days of: (y) any
Borrower's obtaining knowledge thereof or (z) written notice thereof having
been delivered to any Borrower by the Administrative Agent, whichever comes
first; or

(f) any representation or warranty made by a Borrower or
any Guarantor or any of their respective officers, in any Loan Document or in
any certificate, agreement, instrument or statement contemplated by or
delivered pursuant to, or in connection with, any Loan Document shall prove to
have been incorrect in any Material respect when made; or

(g) a Borrower or any of its Subsidiaries shall (i) fail
to pay Indebtedness having a principal amount in excess of $500,000.00 (or its
Equivalent if in a currency other than Dollars) in the aggregate (other than
the amounts referred to in subsections (a) and (b) of this Section 7.01) owing
by such Person, or any interest or premium thereon, when due (or, if permitted
by the terms of the relevant document, within any applicable grace period),
whether such Indebtedness shall become due by scheduled maturity, by required
prepayment, by acceleration, by demand or otherwise; or (ii) fail to perform
any term, covenant or condition on its part to be performed under any agreement
or instrument evidencing, securing or relating to any such Indebtedness, when
required to be performed, and such failure shall continue after the applicable
grace period, if any,

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specified in such agreement or instrument, if the effect of such failure is to
accelerate or to permit the holder or holders of such Indebtedness to
accelerate, the maturity of such Indebtedness; or

(h) any Loan Document shall (other than with the consent
of the Majority Banks), at any time after its execution and delivery for any
reason, cease to be in full force and effect or to provide the Liens
contemplated thereby, or shall be declared to be null and void, or the validity
or any enforceability thereof or of the Liens contemplated thereby shall be
contested by any Credit Party or any Credit Party shall deny in writing that it
has any or further liability or obligation under any such Loan Document; or

(i) a Borrower or any of its Subsidiaries shall be
adjudicated insolvent, or shall generally not pay, or admit in writing its
inability to pay, its debts as they mature, or make a general assignment for
the benefit of creditors, or any proceeding shall be instituted by any such
Person seeking to adjudicate it insolvent, seeking liquidation, winding-up,
reorganization, arrangement, adjustment, protection, relief or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its Property, or a Borrower or any of its
Subsidiaries shall take any action in furtherance of any of the actions set
forth above in this Section 7.01(i); or

(j) any proceeding of the type referred to in Section
7.01(i) is filed, or any such proceeding is commenced against a Borrower or any
of its Subsidiaries or any such Person by any act indicates its approval
thereof, consent thereto or acquiescence therein, or an order for relief is
entered in an involuntary case under the bankruptcy law of the United States or
the bankruptcy law of any other jurisdiction, or an order, judgment or decree
is entered appointing a trustee, receiver, custodian, liquidator or similar
official or adjudicating any such Person insolvent, or approving the petition
in any such proceedings, and such order, judgment or decree remains in effect
for sixty (60) days; or

(k) a final judgment or order for the payment of money in
excess of $500,000.00 (or its Equivalent if in a currency other than Dollars)
(net of acknowledged, uncontested insurance coverage) shall be rendered against
any Credit Party which has not been discharged, vacated or reversed and either
(i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) a stay of enforcement of such judgment or order by
reason of a pending appeal or otherwise, shall not be in effect for any period
of thirty (30) consecutive days; or

(l) if (i) any Pension Plan shall fail to satisfy the
minimum funding standards of ERISA or the Internal Revenue Code for any plan
year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under Section 412 of the Internal
Revenue Code, (ii) a notice of intent to terminate any Pension Plan shall have
been or is reasonably expected to be filed with the PBGC (other than in
connection with a termination under Section 4041(b) of ERISA) or the PBGC shall
have instituted proceedings under Section 4042 of ERISA to terminate or appoint
a trustee to administer any Pension Plan or the PBGC shall have notified a

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Borrower or any ERISA Affiliate that a Pension Plan may become a subject to any
such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities"
(within the meaning of Section 4001(a)(18) of ERISA) under all Pension Plans,
determined in accordance with Title IV of ERISA, shall exceed $500,000, (iv) a
Borrower or any ERISA Affiliate shall have incurred or is reasonably expected
to incur any liability pursuant to Title I or IV of ERISA, the penalty or
excise tax provisions of the Internal Revenue Code relating to employee benefit
plans and/or other liability with respect to one or more Other Benefit Plans,
(v) a Borrower or any ERISA Affiliate withdraws from any Multiemployer Plan,
(vi) a Borrower or any ERISA Affiliate fails to make any contribution due, or
payment to, any Pension Plan, Multiemployer Plan and/or Other Benefit Plan, or
(vii) a Borrower or any ERISA Affiliate establishes or amends any employee
welfare benefit plan that provides post-employment welfare benefits in a manner
that would increase the liability of a Borrower or any ERISA Affiliate
thereunder, and any such event or events described in clauses (i) through (vii)
above, either individually or together with any other such event or events,
could reasonably be expected to have a Material Adverse Effect; or

(m) a Change of Control shall occur; or

(n) the stock of the Parent is involuntarily delisted by
the NASDAQ or other public exchange on which it is traded;

then, (i) upon the occurrence of any Event of Default described in Section
7.01(i) or Section 7.01(j), (A) the Commitments shall automatically terminate
and (B) the entire unpaid principal amount of all Loans, all interest accrued
and unpaid thereon, and all other amounts payable by the Borrowers under this
Agreement, the Notes and, the other Loan Documents shall automatically become
immediately due and payable, without presentment for payment, demand, protest,
notice of intent to accelerate, notice of acceleration or further notice of any
kind, all of which are hereby expressly waived by each Borrower, and the
Administrative Agent may direct the beneficiary of any outstanding Letter of
Credit to make a drawing under such Letter of Credit in an amount equal to the
full amount available thereunder and require from the US Borrower immediate
reimbursement for payments made pursuant to such drawing, or the Administrative
Agent, to the extent Cover had not already been provided, may direct the US
Borrower to deposit with the Administrative Agent cash equal to the aggregate
amount of all Outstanding Letters of Credit as security for the US Borrower's
obligations in respect of such Letters of Credit, and (ii) upon the occurrence
of any other Event of Default, the Administrative Agent may, and upon the
direction of the Majority Banks shall, by notice to each Borrower (A) declare
the Commitments to be terminated, whereupon the same shall forthwith terminate,
(B) declare the entire unpaid principal amount of all Loans, all interest
accrued and unpaid thereon, and all other amounts payable by the Borrowers
under this Agreement, the Notes, and the other Loan Documents, to be forthwith
due and payable, whereupon all such amounts shall become and be forthwith due
and payable, without presentment for payment, demand, protest, notice of intent
to accelerate, notice of acceleration or further notice of any kind, all of
which are hereby expressly waived by each Borrower, (C) direct the beneficiary
of any outstanding Letter of Credit to make a drawing under such Letter of
Credit in an amount equal to the full amount available thereunder and require
from the US Borrower immediate reimbursement for payments made

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pursuant to such drawing, or, to the extent Cover had not already been
provided, may direct the US Borrower to deposit with the Administrative Agent
cash equal to the aggregate amount of all Outstanding Letters of Credit as
security for the US Borrower's obligations in respect of such Letters of
Credit, (D) setoff any amounts held by it against any of the Obligations, as
hereafter provided and (E) exercise any other right or remedy available to it
hereunder under any of the other Loan Documents or at law or in equity.

Section 7.02 Setoff in Event of Default. Upon the occurrence
and during the continuance of any Event of Default, each member of the Bank
Group is hereby authorized, at any time and from time to time, without notice
to any Borrower (any such notice being expressly waived by each Borrower) and
to the fullest extent permitted by applicable law, to setoff and apply any and
all deposits at any time held and other indebtedness at any time owing by such
member of the Bank Group (or any branch, Subsidiary or Affiliate of such member
of the Bank Group) to or for the credit or the account of any Borrower against
any and all of the obligations of any Borrower or any other Person, now or
hereafter existing under this Agreement, the Notes or the other Loan Documents,
irrespective of whether or not such member of the Bank Group shall have made
any demand for satisfaction of such obligations and although such obligations
may be unmatured. Any member of the Bank Group exercising such right agrees to
notify the relevant Borrower promptly after any such setoff and application
made by such Person; provided, that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of the Bank
Group under this Section 7.02 are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which the Bank Group
may have hereunder or under any applicable law.

Section 7.03 No Waiver; Remedies Cumulative. No failure on
the part of any member of the Bank Group to exercise, or any 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
provided in this Agreement are cumulative and not exclusive of any remedies
provided in any of the other Loan Documents or by law.

Section 7.04 Enforcement. The amounts payable by the
Borrowers under the Loan Documents to each Bank shall be a separate and
independent debt, but no Bank shall be entitled to enforce any right arising
out of any Loan Document except through the Administrative Agent acting for and
on behalf of all Banks unless otherwise agreed by the Majority Banks.

ARTICLE VIII
THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT AND THE ISSUING BANK

Section 8.01 Authorization and Action. Each Bank hereby
appoints and authorizes the Administrative Agent, the Syndication Agent and the
Issuing Bank to take such action in such capacity on such Bank's behalf and to
exercise such powers under this Agreement and the other

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Loan Documents as are delegated to the Administrative Agent, the Syndication
Agent or the Issuing Bank by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement or
collection of the Notes or of amounts owing under the other Loan Documents),
neither the Administrative Agent, the Syndication Agent nor the Issuing Bank
shall be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Majority Banks,
and such instructions shall be binding upon all Banks and any other holders of
Notes; provided, however, that neither the Administrative Agent, the
Syndication Agent nor the Issuing Bank shall be required to take any action
which exposes it to personal liability or which is contrary to the Loan
Documents or applicable law. Each of the Administrative Agent, the Syndication
Agent and the Issuing Bank is hereby expressly authorized on behalf of the
other members of the Bank Group, without hereby limiting any implied authority,
(a) to receive on behalf of each of the other members of the Bank Group any
payment of principal of or interest on the Loans outstanding hereunder, any
Letters of Credit and all other amounts accrued hereunder paid to such Persons,
and promptly to distribute to each other member of the Bank Group its proper
share of all payments so received; (b) to give notice within a reasonable time
on behalf of each other member of the Bank Group to the Borrowers of any
Default or Event of Default specified in this Agreement of which the
Administrative Agent has actual knowledge as provided in Section 8.09; (c) to
distribute to the other members of the Bank Group copies of all notices,
agreements and other material as provided for in this Agreement as received by
such Person; and (d) to distribute to the Borrowers any and all requests,
demands and approvals received by such Person from any other member of the Bank
Group. Nothing herein contained shall be construed to constitute the
Administrative Agent, the Syndication Agent or the Issuing Bank as a trustee
for any holder of the Notes or of a participation therein, nor to impose on the
Administrative Agent, the Syndication Agent or the Issuing Bank any duties or
obligations other than those expressly provided for in the Loan Documents.

Section 8.02 Reliance. None of the Administrative Agent, the
Syndication Agent, the Issuing Bank, their Affiliates and their respective
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct
(as determined by a court of competent jurisdiction by final and non-appealable
judgment). Without limitation of the generality of the foregoing, the
Administrative Agent, the Syndication Agent and the Issuing Bank: (a) may treat
the payee of any Note as the holder thereof until the Administrative Agent
receives and accepts an Assignment and Acceptance entered into by the Bank
which is the payee of such Note, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 10.02; (b) may consult with legal counsel
(including counsel for the Borrowers), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (c) makes no warranty or representation to any Bank and
shall not be responsible to any Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement or the other Loan Documents; (d) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or the other Loan

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Documents on the part of the Borrowers or any other Person or to inspect the
property (including the books and records) of the Borrowers or any other
Person; (e) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Loan Document, any collateral provided for therein, or any other instrument or
document furnished pursuant thereto; and (f) shall incur no liability under or
in respect of this Agreement by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram, cable or
telex) believed by it to be genuine and signed or sent by the proper party or
parties. None of the Administrative Agent, the Syndication Agent, the Issuing
Bank, their Affiliates and their respective directors, officers, employees or
agents shall have any responsibility to the Borrowers on account of the failure
or delay in performance or breach by any Bank of any of its obligations
hereunder or to any Bank on account of the failure of or delay in performance
or breach by any other Bank or any Borrower of any of its obligations hereunder
or in connection herewith; provided that the foregoing does not relieve the
Administrative Agent, the Syndication Agent or the Issuing Bank of any of its
respective obligations in its capacity as a Bank.

Section 8.03 Agents, Affiliates and Other Activities.
Without limiting the right of any other Bank to engage in any business
transactions with the Borrowers or any of their Affiliates, with respect to its
Commitment, the Loans made by it, the Notes issued to it and its interest in
the Outstanding Letters of Credit, the Administrative Agent and the Syndication
Agent shall each have the same rights and powers under this Agreement as any
other Bank and may exercise the same as though they were not such Agents; and
the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include
said Person in its individual capacity. Each of said Agents, or any of their
Affiliates, may be engaged in, or may hereafter engage in, one or more loan,
Letter of Credit, leasing, derivative or other financing activities not the
subject of the Loan Documents (collectively, the "Other Financings") with the
Borrowers or any of their Affiliates, or may act as trustee on behalf of, or
depositary for, or otherwise engage in other business transactions with the
Borrowers or any of their Affiliates (all Other Financings and other such
business transactions being collectively, the "Other Activities") with no
responsibility to account therefor to the Banks. Without limiting the rights
and remedies of the Banks specifically set forth in the Loan Documents, no
other Bank shall have any interest in (a) any Other Activities, (b) any present
or future guarantee by or for the account of the Borrowers not contemplated or
included in the Loan Documents, (c) any present or future offset exercised by
said Agents in respect of any such Other Activities, (d) any present or future
Property taken as security for any such Other Activities or (e) any Property
now or hereafter in the possession or control of said Agents which may be or
become security for the obligations of the Borrowers under the Loan Documents
by reason of the general description of indebtedness secured, or of Property,
contained in any other agreements, documents or instruments related to such
Other Activities; provided, that if any payment in respect of such guarantees
or such Property or the proceeds thereof shall be applied to reduction of the
obligations evidenced hereunder and by the Notes, then each Bank shall be
entitled to share in such application according to its pro rata portion of such
obligations.

Section 8.04 Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon any other member of the
Bank Group and based on the

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financial statements referred to in Section 4.06 and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank also acknowledges that it
will, independently and without reliance upon any other member of the Bank
Group 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 this Agreement.

Section 8.05 Indemnification. The Banks agree to indemnify
each of the Administrative Agent, the Syndication Agent and the Issuing Bank,
their Affiliates or any of their respective directors, officers, agents or
employees (to the extent not reimbursed by the Borrowers), ratably according to
its Commitment Percentage, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against any such Person in any way relating to or
arising out of this Agreement or the other Loan Documents or any action taken
or omitted by any such Person under this Agreement or the other Loan Documents,
provided, that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Person's gross negligence or
willful misconduct (as determined by a court of competent jurisdiction by final
and non-appealable judgment). IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO THAT THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE ISSUING BANK
AND THEIR AFFILIATES AND THEIR DIRECTORS, OFFICERS, AGENTS OR EMPLOYERS SHALL
BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND ARISING OUT OF OR RESULTING FROM THE ORDINARY
NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OF SUCH PERSON. Neither the
Administrative Agent, the Syndication Agent nor the Issuing Bank shall be
required to do any act hereunder or under any other document or instrument
delivered hereunder or in connection herewith or take any action toward the
execution or enforcement of the agencies hereby created, or to prosecute or
defend any suit in respect of this Agreement or the Loan Documents or any
Collateral, unless indemnified to its satisfaction by the holders of the Notes
against loss, cost, liability, and expense. If any indemnity furnished to the
Administrative Agent, the Syndication Agent and the Issuing Bank for any
purpose is, in the opinion of such Person insufficient or becomes impaired,
such Person may call for additional indemnity and not commence or cease to do
the acts indemnified against until such additional indemnity is furnished.
Without limitation of the foregoing, each Bank agrees to reimburse the
Administrative Agent, the Syndication Agent and the Issuing Bank promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by such Person in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement and the other Loan
Documents, to the extent that the Administrative Agent, the Syndication Agent
or the Issuing Bank is not reimbursed for such expenses by the Borrowers.

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Section 8.06 Employees. Each of the Administrative Agent,
the Syndication Agent and the Issuing Bank may execute any of their respective
duties under this Agreement, the other Loan Documents and any instrument,
agreement or document executed, issued or delivered pursuant hereto or thereto
or in connection herewith or therewith, by or through employees, agents and
attorneys-in-fact, and shall not be answerable for the default or misconduct of
any such employee, agent or attorney-in-fact selected by it with reasonable
care. Each of the Administrative Agent, the Syndication Agent and the Issuing
Bank may, and upon the written instruction of the Majority Banks shall, enforce
on behalf of the Banks any claims which the Administrative Agent and/or the
Banks may have against any such employee, agent or attorney-in-fact, and any
recovery therefrom shall be applied for the pro rata benefit of the Banks.

Section 8.07 Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the other members of the Bank Group and the Borrower. Upon any such
resignation, the Majority Banks shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Majority Banks, and shall have accepted such appointment,
within thirty (30) days after the retiring Administrative Agent's giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be a
commercial bank or corporation organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. So long as no Default exists, the Borrowers shall have the
right to approve each successor Administrative Agent, which approval shall not
be unreasonably withheld. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement, subject to the
requirement that such retiring Administrative Agent will execute such documents
and take such actions as may be necessary or desirable to cause the successor
Administrative Agent to be vested with all such rights, powers, privileges and
duties. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. All reasonable costs and expenses
incurred by the Bank Group in connection with any amendments or other
documentation required by this Section 8.07 shall be paid by the Borrowers
pursuant to Section 10.04.

Section 8.08 Successor Syndication Agent and Issuing Bank.
(a) The Syndication Agent may resign at any time by giving written notice
thereof to the other members of the Bank Group and the Borrowers. Upon any
such resignation, the Majority Banks shall have the right to appoint a
successor Syndication Agent. If no successor Syndication Agent shall have been
so appointed by the Majority Banks, and shall have accepted such appointment,
within thirty (30) days after the retiring Syndication Agent's giving of notice
of resignation, then the retiring Syndication Agent may, on behalf of the
Banks, appoint a successor Syndication Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State
thereof

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and having a combined capital and surplus of at least $500,000,000. So long as
no Default exists, the Borrowers shall have the right to approve each successor
Syndication Agent, which approval shall not be unreasonably withheld. Upon the
acceptance of any appointment as Syndication Agent hereunder by a successor
Syndication Agent, such successor Syndication Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Syndication Agent, and the retiring Syndication Agent shall be
discharged from its duties and obligations under this Agreement, subject to the
requirement that such retiring Syndication Agent will execute such documents
and take such actions as may be necessary or desirable to cause the successor
Syndication Agent to be vested with all such rights, powers, privileges and
duties. After any retiring Syndication Agent's resignation hereunder as
Syndication Agent, the provisions of this Article VIII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Syndication Agent under this Agreement. All reasonable costs and expenses
incurred by the Bank Group in connection with any amendments or other
documentation required by this Section 8.08(a) shall be paid by the Borrowers
pursuant to Section 10.04.

(b) The Issuing Bank may resign at any time by giving
written notice thereof to the other members of the Bank Group and the
Borrowers. Upon any such resignation, the Majority Banks shall have the right
to appoint a successor Issuing Bank. If no successor Issuing Bank shall have
been so appointed by the Majority Banks, and shall have accepted such
appointment, within thirty (30) days after the retiring Issuing Bank's giving
of notice of resignation, then the retiring Issuing Bank may, on behalf of the
Banks, appoint a successor Issuing Bank, which shall be a commercial bank or
corporation organized under the laws of the United States of America or of any
state thereof and having a combined capital and surplus of at least
$500,000,000. So long as no Default exists, the US Borrower shall have the
right to approve each successor Issuing Bank, which approval shall not be
unreasonably withheld. Upon the acceptance of any appointment as Issuing Bank
hereunder by a successor Issuing Bank, such successor Issuing Bank shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Issuing Bank, and the retiring Issuing Bank shall be
discharged from its duties and obligations under this Agreement, subject to the
requirement that such retiring Issuing Bank will execute such documents and
take such actions as may be necessary or desirable to cause the successor
Issuing Bank to be vested with all such rights, powers, privileges and duties.
Without limiting the generality of the foregoing, the US Borrower, the retiring
Issuing Bank and the successor Issuing Bank will cause each Letter of Credit
issued by the retiring Issuing Bank to be terminated and replaced by a Letter
of Credit issued by the successor Issuing Bank. After any retiring Issuing
Bank's resignation hereunder as Issuing Bank, the provisions of this Article
VIII shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Issuing Bank under this Agreement. All reasonable costs and
expenses incurred by the Bank Group in connection with any amendments or other
documentation required by this Section 8.08(b) shall be paid by the Borrowers
pursuant to Section 10.04.

Section 8.09 Notice of Default. The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless it shall have received notice from
a Bank or a Borrower referring to this Agreement, describing such

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Default or Event of Default and stating that such notice is a "notice of
default" or "notice of event of default," as applicable. If the Administrative
Agent receives such a notice from a Borrower, the Administrative Agent shall
give notice thereof to the other members of the Bank Group and, if such notice
is received from a Bank, the Administrative Agent shall give notice thereof to
the other members of the Bank Group and the Borrowers. The Administrative
Agent shall be entitled to take action or refrain from taking action with
respect to such Default or Event of Default as provided in this Article VIII.

Section 8.10 Execution of Loan Documents. Each member of the
Bank Group hereby authorizes and directs the Administrative Agent, the
Syndication Agent and the Issuing Bank to execute and deliver on its behalf
each Loan Document to be executed by any of said Agents or Issuing Banks
pursuant to the terms of this Agreement.

ARTICLE IX
GUARANTY

Section 9.01 Guaranty. (a) In consideration of, and in order
to induce the Banks to make Loans under this Agreement and to induce the
Issuing Bank to issue Letters of Credit under this Agreement, each Guarantor,
including each Borrower, hereby jointly, severally, unconditionally and
irrevocably, guarantees, as primary obligor, and not merely as surety, the
punctual payment and performance when due, whether at stated maturity, as an
installment, by required or optional prepayment or by demand, acceleration or
otherwise, of all Obligations of the Borrowers now or hereafter existing,
except as hereinafter provided. If any or all of the Obligations becomes due
and payable hereunder, the Guarantors jointly and severally unconditionally
promise to pay such Obligations to the Administrative Agent, or order, on
demand, together with any and all expenses (including reasonable counsel fees
and expenses) which may be incurred by the Bank Group in collecting any of the
Obligations and in connection with the protection, defense or enforcement of
any rights under this Agreement or any Loan Document; provided that
notwithstanding anything contained herein or in any of the Loan Documents to
the contrary, the maximum liability of each Guarantor hereunder shall never
exceed the maximum amount which said Guarantor could pay without having such
payment set aside as a fraudulent transfer or fraudulent conveyance or similar
action under the U.S. Bankruptcy Code or applicable state or foreign law,
provided further, each Guarantor shall be unconditionally required to pay all
amounts demanded of it hereunder prior to any determination of such maximum
liability and the recipient of such payment, if so required by a final
non-appealable order of a court of competent jurisdiction by final and
non-appealable judgment, shall then be liable for the refund of any excess
amounts. If any such rebate or refund is ever required, all other Guarantors
(and the Borrowers) shall be fully liable for the repayment thereof to the
maximum extent allowed by applicable law.

(b) Notwithstanding any provisions of Section 9.01(a),
the Guarantor, Scott Pickford, shall not guaranty the Tranche B Loan, nor shall
the Guarantors Saybolt International B.V.,

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Saybolt Eastern Hemisphere B.V., E.W. Saybolt & Co. S.A. or Saybolt van Duyn
Holding B.V. guaranty the Tranche A Loan.

Section 9.02 Guaranty Absolute. Subject to Section 9.01,
each of the Guarantors hereby unconditionally guarantees that the Obligations
will be paid strictly in accordance with the terms of this Agreement, the Notes
and the other Loan Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any member of the Bank Group with respect thereto. The liability of
each Guarantor under this Article IX shall constitute a guaranty of payment and
not of collection and shall be absolute and unconditional irrespective of, and
each Guarantor waives any and all defenses that may arise out of, any of the
following: (a) any lack of validity or enforceability of the Obligations, this
Agreement, the Notes, or any other Loan Document or any other agreement,
security document or instrument relating hereto or thereto; (b) any extension,
renewal, modification, settlement, compromise, waiver or release or 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
departure from this Agreement, the Notes or any other Loan Document or any
other agreement or instrument relating thereto or executed in connection
therewith or pursuant thereto; (c) any taking, exchange, release or non-
perfection of any Collateral, or any release or amendment or waiver of or
consent to departure from any other Guaranty Agreement, for all or any of the
Obligations; (d) any manner of application of collateral, or proceeds thereof,
to all or any of the Obligations, or any manner of sale or other disposition of
any Collateral for all or any of the Obligations or any other assets of the
Borrowers or any other Person (including any other Guarantor); (e) any change,
restructuring or termination of the corporate structure or existence of any of
the Borrowers or any other Person; (f) any manner of application of payments on
the Obligations, whether at the direction of any of the Borrowers or any other
Person; (g) any other similar circumstances which might otherwise constitute a
defense available to, or a discharge of, any of the Borrowers or any other
Person (including any other Guarantor) of all or part of the Obligations; or
(h) any of said Guarantor's obligations as a Borrower hereunder in respect of
any other Loan. The obligations of the Guarantors under this guaranty shall
not be subject to reduction, termination or other impairment by reason of any
setoff, recoupment, counterclaim or defense or for any other reason. This
guaranty is to be in addition to and is not to prejudice or be prejudiced by
any other securities or guaranties (including any guaranty signed by any other
Guarantor) which any member of the Bank Group may now or hereafter hold from or
on account of any of the Borrowers and is to be binding on each Guarantor as a
continuing security notwithstanding any payments from time to time made to any
member of the Bank Group or any settlement of account or disability or
incapacity affecting such Guarantor or any other thing whatsoever.

Section 9.03 Waiver. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations and this Agreement and any liability to which this Agreement
applies or may apply, and waives presentment, demand of payment, notice of
intent to accelerate, notice of acceleration, notice of dishonor or nonpayment,
and any requirement that any member of the Bank Group institute suit,
collection proceedings or take any other action to collect the Obligations,
including any requirement that any member of the Bank

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Group protect, secure, perfect or insure any security interest or Lien against
any Property subject thereto or exhaust any right or take any action against
the Borrowers or any other Person (including the other Guarantor) or any
Collateral (it being the intention of the Bank Group and each Guarantor that
the obligations of such Guarantor under this Article IX are to be a guaranty of
payment and not of collection) or that any Borrower or any other Person
(including the any other Guarantor) be joined in any action hereunder. Each
Guarantor hereby expressly waives, to the extent it is located in Texas or
otherwise entitled to the benefits thereof, each and every right to which it
may be entitled by virtue of the suretyship laws of the State of Texas,
including, without limitation, any and all rights it may have pursuant to Rule
31 or Rule 32, Texas Rules of Civil Procedure, Section 17.001 of the Texas
Civil Practice and Remedies Code and Chapter 34 of the Texas Business and
Commerce Code. Each Guarantor hereby waives marshaling of assets and
liabilities, sale in inverse order of alienation, notice by any member of the
Bank Group of the creation of any Indebtedness or liability to which it applies
or may apply, any amounts received by any member of the Bank Group, notice of
disposition or substitution of Collateral and of the creation, advancement,
increase, existence, extension, renewal, rearrangement and/or modification of
the Obligations.

Section 9.04 Subrogation. Subject to Section 9.06, each
Guarantor hereby irrevocably agrees that until the Obligations have been paid
in full and all the Commitments have been canceled, it will not exercise any
rights to which it may be entitled, by operation of law or otherwise, upon
making any payment hereunder (a) to be subrogated to the rights of any member
of the Bank Group against any of the Borrowers with respect to such payment,
(b) to be reimbursed, indemnified or exonerated by any of the Borrowers in
respect thereof, (c) to receive any payment, in the nature of contribution or
for any other reason, from any of the Borrowers with respect to such payment,
(d) to enforce any remedy which such Guarantor now has or may hereafter have
against the Borrowers or (e) to receive any benefit of, or right to participate
in, any security now or hereafter held by or for the benefit of any member of
the Bank Group. Each Guarantor agrees that if any amount shall be paid to
such Guarantor on account of any such rights at any time while such rights are
restricted pursuant to the preceding sentence, such amount shall be held in
trust for the benefit of the Bank Group and shall forthwith be paid to the
Administrative Agent to be credited and applied upon the Obligations, whether
matured or unmatured, in accordance with the terms of this Agreement.

Section 9.05 Continuing Guaranty. This guaranty is a
continuing guaranty and shall remain in full force and effect until payment in
full of the Obligations.

Section 9.06 Effect of Bankruptcy Proceeding. This guaranty
shall continue to be effective, or be automatically reinstated, as the case may
be, if at any time payment, in whole or in part, of any of the Obligations is
rescinded or must otherwise be restored or returned by any member of the Bank
Group upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any of the Borrowers, any Guarantor or any other Person, or
upon or as a result of the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to any of the Borrowers, any
Guarantor or any other Person, or any substantial part of their Property, or
otherwise, all as though such payments had not been made. If an Event of
Default shall at any time have

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occurred and be continuing and declaration of such Event of Default shall at
such time be prevented by reason of the pendency against any of the Borrowers
of a case or proceeding under a bankruptcy or insolvency law, each Guarantor
agrees that, for purposes of this Agreement and its obligations hereunder, the
Obligations shall be deemed to have been accelerated with the same effect as if
the Obligations had been accelerated in accordance with the terms hereof, and
each Guarantor shall forthwith pay the Obligations specified by the
Administrative Agent to be paid hereunder without further notice or demand.

Section 9.07 Further Responsibilities. It is not necessary
for any member of the Bank Group to inquire into the capacity or powers of the
Borrowers or the officers, directors, partners or agents acting or purporting
to act on their behalf, and any Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder. Each
Guarantor assumes all responsibility for being and keeping itself informed of
the other Borrowers' financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Obligations and the
nature, scope and extent of the risks which each Guarantor assumes and incurs
hereunder, and agrees that no member of the Bank Group shall have any duty to
advise either Guarantor of information known to them regarding such
circumstances or risks.

Section 9.08 Subordination. Each Borrower and Guarantor
hereby subordinates all indebtedness owing to it from any other Borrower or
Guarantor to the Obligations, and agrees that upon the occurrence and during
the continuance of a Default or an Event of Default, it shall not accept any
payment on the same until payment in full of the Obligations, and shall in no
circumstance whatsoever attempt to set off or reduce any obligations hereunder
because of such Indebtedness.

ARTICLE X
MISCELLANEOUS

Section 10.01 Amendments. No amendment or waiver of any
provision of this Agreement, any Note or any other Loan Document, or consent to
any departure by any Person herefrom or therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Borrowers and
the Majority Banks, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
that no amendment, waiver or consent shall, unless in writing and signed by all
the Banks, do any of the following: (a) waive any of the conditions specified
in Article III, (b) increase the Commitments of the Banks, (c) reduce the
principal of, or interest on, the Notes, the reimbursement obligations in
respect of the Letters of Credit or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the Notes, the reimbursement obligations in respect of the Letters
of Credit or any fees or other amounts payable hereunder, (e) release a Credit
Party or any other Person from its payment obligations to the Bank Group,
regardless of whether such obligations are those of a primary obligor, a
guarantor or surety, or otherwise, (f) authorize the Administrative Agent to
release Liens against any Collateral covered by the Security Documents, (g)
take action

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which expressly requires the signing of all the Banks pursuant to the terms of
this Agreement, (h) reduce the Commitment Percentages or the aggregate unpaid
principal amount of the Notes, or the number of Banks, as the case may be,
required for the Administrative Agent, the Syndication Agent, the Issuing Bank
or the Banks or any of them to take any action under this Agreement or change
the definition of Majority Banks or (i) amend this Section 10.01; provided,
further, that no amendment, waiver or consent shall (i) unless in writing and
signed by the Borrowers and the Administrative Agent in addition to the Banks
required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, (ii)
unless in writing and signed by the Borrowers and the Syndication Agent in
addition to the Banks required above to take such action, affect the rights or
duties of the Syndication Agent under this Agreement or any other Loan Document
and (iii) unless in writing and signed by the Borrowers and the Issuing Bank in
addition to the Banks required above to take such action, affect the rights or
duties of the Issuing Bank under this Agreement, the Letters of Credit, Letter
of Credit Applications, or any other Loan Document. Any amendment, waiver or
consent that becomes effective in accordance with this Section 10.01 shall be
binding on all of the Banks and upon each future holder of any Note and upon
each Credit Party without regard to whether such Note has been marked to
indicate such amendment, waiver or consent.

Section 10.02 Participation Agreements and Assignments;
Inter-Creditor Matters. (a) Each Bank may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment and the
Loans owing to it, the Note or the Notes held by it, its interest in the
Outstanding Letters of Credit and the other Loan Documents); provided, that (i)
each such assignment shall be of a constant; and not a varying, percentage of
all rights and obligations of the assignor under this Agreement and the other
Loan Documents, (ii) the amount of the Commitment or Loans of the assigning
Bank being assigned pursuant to each such assignment (determined as of the date
of the Assignment and Acceptance with respect to such assignment) shall, unless
otherwise agreed to by the Administrative Agent or unless such assignment is to
a member of the Bank Group, in no event be less than $5,000,000.00 in respect
of all Loans assigned (or, if in a Foreign Currency, in its Equivalent thereof
in Dollars), (iii) each such assignment to an Eligible Assignee who is not a
member of the Bank Group must be approved by the Parent, the Administrative
Agent and the Issuing Bank (which approval shall not be unreasonably withheld),
and (iv) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note subject to such assignment
and a recordation fee in the amount of $3,500 for processing such assignment.
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations under the Loan Documents have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Bank under the
Loan Documents, (y) the assigning Bank thereunder shall, to the extent that
rights and obligations under the Loan Documents have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from further obligations under the Loan Documents (and, in the case of
an Assignment and Acceptance covering all or the remaining portion of an
assigning Bank's rights and obligations under

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this Agreement, such Bank shall cease to be a party hereto) and (z) the
assignee thereunder shall be deemed to have made, as of such effective date, to
the Administrative Agent and the Borrowers the representations and warranties
set forth in Section 2.11(f).

(b) By executing and delivering an Assignment and
Acceptance, the assigning Bank thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning Bank
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; (ii) such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower or any other Person or the performance or
observance by any Borrower or any other Person of any of its obligations under
this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement and
the other Loan Documents, together with copies of the financial statements
referred to in Section 4.06 and Section 5.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any member of the Bank Group (including
such assigning Bank) 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 this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent, the Syndication Agent and the Issuing Bank, to take such
action on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to such Person by the terms thereof,
together with such powers as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement and the other Loan Documents
are required to be performed by it as a Bank.

(c) The Administrative Agent shall maintain at its
address referred to in Section 10.03 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Banks and the Commitment of, and principal amount of the
Loans owing to, each Bank from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrowers and each member of the Bank Group may treat each
Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any member of the Bank Group at any reasonable time and from
time to time upon reasonable prior notice.

(d) Upon its receipt of an Assignment and Acceptance
executed by an assigning Bank and an assignee representing that it is an
Eligible Assignee, together with any Notes subject to such assignment and the
administrative fee payable to the Administrative Agent for such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been
completed

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and is in substantially the form of Exhibit 10.02 hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrowers. Within five
(5) Business Days after its receipt of such notice, the Borrowers, at their own
expense, shall execute and deliver to the Administrative Agent, in exchange for
the surrendered Notes, new Notes to the order of such Eligible Assignee in an
amount corresponding to the relevant Commitment and Loans assumed by such
Eligible Assignee pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained any Commitment and Loans hereunder, new Notes to
the order of the assigning Bank in an amount corresponding to the relevant
Commitment and Loans retained by it hereunder. Such new Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Notes shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form prescribed by
Section 2.04 hereto. The Administrative Agent shall promptly return such
surrendered Notes to the Parent marked "canceled" or otherwise defaced.

(e) Each Bank may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Loans owing to it and its interest in the Outstanding
Letters of Credit); provided, that (i) such Bank's obligations under this
Agreement (including, without limitation, its Commitment to the Borrowers
hereunder) and the other Loan Documents shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, and the participating banks or other entities shall not be
considered a "Bank" for purposes of the Loan Documents, (iii) the participating
banks or other entities shall be entitled to the cost protection provisions
contained in Section 2.11 through Section 2.14 to the same extent that the Bank
from which such participating bank or other entity acquired its participation
would be entitled to the benefit of such cost protection provisions so long as
such Borrower is not obligated to pay any amount under such Sections in excess
of the amount that would have been due to such Bank under such Sections if no
participations had been made by such Bank, and (iv) the Borrowers and the other
members of the Bank Group shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this Agreement
and the other Loan Documents, and such Bank shall retain the sole right to
enforce the obligations of the Borrowers relating to the Loans and the Letters
of Credit to the extent permitted hereby and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers with respect to the amounts of any fees
payable hereunder or the amount of principal of or the rate at which interest
is payable on the Loans or the amount of any reimbursement obligations payable
with respect to any Letter of Credit or the dates fixed for payments of
principal or interest on the Loans or reimbursement obligations in respect of
any Letters of Credit).

(f) Any Bank may at any time pledge or assign all or any
portion of its rights under this Agreement and the other Loan Documents to any
Federal Reserve Bank without notice to or consent of the Borrowers. No such
pledge or assignment shall release the assigning Bank from its obligations
hereunder.

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(g) The Administrative Agent, the Syndication Agent, the
Issuing Bank and each Bank may furnish any information concerning a Borrower or
its Subsidiaries in its possession from time to time to Affiliates of the
Administrative Agent, the Syndication Agent, the Issuing Bank or such Bank
(including without limitation, in the case of BTCo, BT Securities Corporation
and its employees, to the extent necessary for the purposes contemplated by
this Agreement, including, without limitation, the syndication of the credit
facilities contemplated hereby) and, in the case of each Bank, to assignees and
participants (including prospective assignees and participants) of such Bank;
provided such recipient agrees to be bound by the terms of Section 10.15. If
requested by the Parent, such Bank will identify prospective assignees and
participants that have received such information.

Section 10.03 Notices. All correspondence, statements,
notices, requests and demands (collectively "Communications") shall be in
writing (including telegraphic Communications) and mailed, telegraphed,
telecopied, facsimile transmitted or delivered as follows:

if to the Parent --

Core Laboratories N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

Telecopier: 011-31-20-627-9886

if to the US Borrower --

Core Laboratories, Inc.
5295 Hollister Road
Houston, Texas 77040
Attn: Richard L. Bergmark
Telecopier: (713) 690-3947
Telephone: (713) 460-9600

if to the U.K. Borrower --

Core Laboratories (U.K.) Limited
Howe Moss Drive
Dyce Aberdeen
AB 2 OES
Scotland, United Kingdom
Telecopier: 011-44-1224-723-303

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in the case of each notice to any Borrower, with a copy to --

Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin St.
Houston, Texas 77002
Attn: T. Mark Kelly
Telecopier: (713) 615-5531

and to:

John D. Denson
General Counsel, Core Laboratories
5295 Hollister Road
Houston, Texas 77040
Telecopier: (713) 690-3947

if to the Administrative Agent --

Bankers Trust Company
130 Liberty Street, 14th Floor
New York, New York 10006
Attention: Robert Telesca
Telecopier: (212) 250-6029 or (212) 250-7351

with a copy to --

Bankers Trust Company
130 Liberty Street, M.S. 2344
New York, New York 10006
Attention: Marcus Tarkington
Telecopier: (212) 250-8693

and to --

Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
Attention: Thomas J. Perich
Telecopier: (713) 220-4285

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if to the Syndication Agent or the Issuing Bank --

NationsBank, N.A.
700 Louisiana, 7th Floor
Houston, Texas 77002
Attention: Craig S. Wall or Jennifer Textus
Telecopier: (713) 247-7748

and to --

Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
Attention: Thomas J. Perich
Telecopier: (713) 220-4285

if to any Bank, at its Domestic Lending Office, or as to each such party, at
such other address as such party shall designate in a written Communication to
each of the other parties hereto. All such Communications shall be effective,
in the case of written or telegraphed Communications, when deposited in the
mails or delivered to the telegraph company, respectively, and, in the case of
a Communication by telecopy or facsimile transmission, when telecopied or
transmitted against receipt of a confirmation, in each case addressed as
aforesaid, except that Communications to any member of the Bank Group pursuant
to Article II and Article VIII shall not be effective until received by such
Persons.

Section 10.04 Costs and Expenses. Each Borrower agrees to
pay promptly (a) all reasonable costs and expenses (including fees and expenses
of legal counsel) of the Administrative Agent, the Syndication Agent and the
Issuing Bank incurred in connection with the preparation, execution, delivery,
filing, administration and recording of the Loan Documents and the primary
syndication of this Agreement in the course of the initial syndication period
(both before and after the date hereof) and (b) all reasonable costs and
expenses of any member of the Bank Group incurred in connection with the
enforcement of the Loan Documents including, but not limited to, the reasonable
fees and out-of-pocket expenses of counsel for any member of the Bank Group,
and local counsel who may be retained by such counsel, with respect thereto,
and the costs and expenses in connection with the custody, preservation, or the
sale of, or collection from, or other realization upon the sale of, or
collection from, or other realization upon any Collateral covered by any of the
Loan Documents. The agreements of any of the Borrowers contained in this
Section 10.04 shall survive the termination of the Commitments and the payment
of all other amounts owing under any of the Loan Documents.

Section 10.05 Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the Borrowers, the Bank Group and
their respective successors and assigns,

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except that no Borrower may assign or transfer its rights hereunder without the
prior written consent of the Banks.

Section 10.06 Survival of Representations and Warranties.
All representations and warranties contained in this Agreement and the other
Loan Documents or made in writing by the Borrowers or any Guarantor in
connection herewith or therewith, shall survive the execution and delivery of
this Agreement, the Notes and the other Loan Documents. Any investigation by
any member of the Bank Group shall not diminish in any respect whatsoever its
right to rely on such representations and warranties.

Section 10.07 Separability. Should any clause, sentence,
paragraph, subsection, Section or Article of this Agreement be judicially
declared to be invalid, unenforceable or void, such decision will not have the
effect of invalidating or voiding the remainder of this Agreement. The parties
hereto agree that the part or parts of this Agreement so held to be invalid,
unenforceable or void will be deemed to have been stricken herefrom by the
parties hereto, and the remainder will have the same force and effectiveness as
if such stricken part or parts had never been included herein.

Section 10.08 Captions. The captions in this Agreement have
been inserted for convenience only and shall be given no substantive meaning or
significance whatsoever in construing the terms and provisions of this
Agreement.

Section 10.09 Counterparts and Facsimile Signatures. This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original, and all of which taken together shall constitute
one and the same agreement. Counterparts executed by facsimile shall be
binding and enforceable against the party forwarding same and all other parties
hereto, provided each party hereto agrees to use reasonable efforts to provide
original signatures to all other parties as soon as practicable.

Section 10.10 Governing Law. THIS AGREEMENT (INCLUDING THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 10.11 Waiver of Jury Trial. EACH PARTY HERETO WAIVES
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 ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.

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Section 10.12 Submission to Jurisdiction. (a) EACH BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY AND STATE OF NEW YORK, OR
ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK OVER ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND EACH BORROWER AND EACH GUARANTOR
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT; PROVIDED,
NOTHING IN THIS SECTION 10.12 IS INTENDED TO WAIVE THE RIGHT OF ANY MEMBER OF
THE BANK GROUP TO REMOVE ANY SUCH ACTION OR PROCEEDING COMMENCED IN ANY SUCH
NEW YORK STATE COURT TO AN APPROPRIATE NEW YORK FEDERAL COURT TO THE EXTENT THE
BASIS FOR SUCH REMOVAL EXISTS UNDER APPLICABLE LAW. EACH BORROWER AND EACH
GUARANTOR HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM (THE "PROCESS
AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK
10019, AS ITS AGENT TO RECEIVE ON BEHALF OF IT AND ITS PROPERTIES SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY SENDING BY
CERTIFIED MAIL OR COURIER DELIVERY SERVICE A COPY OF SUCH PROCESS TO SUCH
BORROWER OR SUCH GUARANTOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S
ABOVE ADDRESS, WITH A COPY TO SUCH BORROWER OR SUCH GUARANTOR AT ITS ADDRESS
SPECIFIED HEREIN AND EACH BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY
AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.
AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER AND EACH GUARANTOR ALSO
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION
OR PROCEEDING BY THE SENDING BY CERTIFIED MAIL OR COURIER DELIVERY SERVICE OF
COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED HEREIN. FOR ALL
NON-BORROWER GUARANTORS, THE ADDRESS MAY BE THAT SHOWN ON SCHEDULE 10.12 EACH
BORROWER AND EACH GUARANTOR 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
SECTION 10.12 SHALL AFFECT THE RIGHT OF ANY MEMBER OF THE BANK GROUP TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY
MEMBER OF THE BANK GROUP TO BRING ANY ACTION OR PROCEEDING AGAINST A BORROWER,
A GUARANTOR OR ITS PROPERTIES, IN THE COURTS OF ANY OTHER JURISDICTION.

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<PAGE> 73
(b) TO THE EXTENT THAT ANY BORROWER OR ANY GUARANTOR HAS
OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM ANY LEGAL
ACTION, SUIT OR PROCEEDING, FROM JURISDICTION OF ANY COURT OR FROM SET-OFF OR
ANY LEGAL PROCESS (WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE)
WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, SUCH BORROWER OR GUARANTOR
HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH BORROWER AND EACH GUARANTOR HEREBY AGREES THAT THE WAIVERS SET FORTH IN
THIS SECTION 10.12 SHALL HAVE THE FULLEST EXTENT PERMITTED UNDER THE FOREIGN
SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES OF AMERICA AND ARE
INTENDED TO BE IRREVOCABLE AND NOT SUBJECT TO WITHDRAWAL FOR PURPOSES OF SUCH
ACT.

Section 10.13 Limitation on Interest. Each provision in this
Agreement and each other Loan Document is expressly limited so that in no event
whatsoever shall the amount paid, or otherwise agreed to be paid, by a Borrower
for the use, forbearance or detention of the money to be loaned under this
Agreement or any other Loan Document or otherwise (including any sums paid as
required by any covenant or obligation contained herein or in any other Loan
Document which is for the use, forbearance or detention of such money), exceed
that amount of money which would cause the effective rate of interest to exceed
the Highest Lawful Rate, and all amounts owed under this Agreement and each
other Loan Document shall be held to be subject to reduction to the effect that
such amounts so paid or agreed to be paid which are for the use, forbearance or
detention of money under this Agreement or such Loan Document shall in no event
exceed that amount of money which would cause the effective rate of interest to
exceed the Highest Lawful Rate. To the extent that the Highest Lawful Rate
applicable to a Bank is at any time determined by Texas law, such rate shall be
the "indicated rate ceiling" described in Section (a)(1) of Article 1.04 of
Chapter 1, Subtitle 1, Title 79, of the Revised Civil Statutes of Texas, 1925,
as amended; provided, to the extent permitted by such Article, the Banks from
time to time by notice from the Administrative Agent to the Borrowers may
revise the aforesaid election of such interest rate ceiling as such ceiling
affects the then-current or future balances of the Loans outstanding under the
Notes. Notwithstanding any provision in this Agreement or any other Loan
Document to the contrary, if the maturity of the Notes or the obligations in
respect of the other Loan Documents are accelerated for any reason, or in the
event of prepayment of all or any portion of the Notes or the obligations in
respect of the other Loan Documents by a Borrower or in any other event, earned
interest on the Loans and such other obligations of such Borrower may never
exceed the maximum amount permitted by applicable law, and any unearned
interest otherwise payable under the Notes or the obligations in respect of the
other Loan Documents that is in excess of the maximum amount permitted by
applicable law shall be canceled automatically as of the date of such
acceleration or prepayment or other such event and, if theretofore paid, shall
be credited on the principal of the relevant Notes or, if the principal of the
relevant Notes has been paid in full, held as collateral for any contingent or
unmatured obligation

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<PAGE> 74
of such Borrower, or, if there are no contingent or unmatured obligations of
such Borrower then outstanding, refunded to such Borrower. In determining
whether or not the interest paid or payable, under any specific contingency,
exceeds the Highest Lawful Rate, the Borrowers and the Banks shall, to the
maximum extent permitted by applicable law, amortize, prorate, allocate and
spread, in equal parts during the period of the actual term of this Agreement,
all interest at any time contracted for, charged, received or reserved in
connection with this Agreement. Chapter 15, Subtitle 3, Title 79, of the
Revised Civil Statutes of Texas, 1925, as amended (relating to revolving loans
and revolving triparty accounts), shall not apply to this Agreement or the
Notes or the transactions contemplated hereby.

Section 10.14 Indemnification. Each Borrower agrees to
indemnify, defend and hold each member of the Bank Group, their Affiliates and
their officers, employees, agents, directors, shareholders and Affiliates
(collectively, "Indemnified Persons") harmless from and against any and all
loss, liability, damage, judgment, claim, deficiency or expense (including
interest, penalties, reasonable attorneys' fees and amounts paid in settlement)
incurred by or asserted against any Indemnified Person arising out of, in any
way connected with, or as a result of (i) the execution and delivery of this
Agreement and the other Loan Documents, the performance by the parties hereto
and thereto of its obligations hereunder and thereunder (including but not
limited to the making of the Commitments of each Bank) and consummation of the
transactions contemplated hereby and thereby, (ii) the actual or proposed use
of the Letters of Credit or the proceeds of the Loans, (iii) any violation by a
Borrower or any of its Subsidiaries of any Requirement of Law, including but
not limited to Environmental Laws, (iv) ownership by the Bank Group of any
Property following foreclosure under the Security Documents, to the extent such
losses, liabilities, damages, judgments, claims, deficiencies or expenses arise
out of or result from the presence, disposal or release of any hazardous
materials or solid waste in, on or under such property during the period owned,
leased or operated by a Borrower or any of its Subsidiaries, including, without
limitation, losses, liabilities, damages, judgments, claims, deficiencies or
expenses which are imposed under Environmental Laws upon Persons by virtue of
their ownership, (v) any member of the Bank Group being deemed an operator of
any such real or personal property in circumstances in which no member of the
Bank Group is generally operating or generally exercising control over such
Property, to the extent such losses, liabilities, damages, judgments, claims,
deficiencies or expenses arise out of or result from any hazardous materials or
solid waste located in, on or under such property or (vi) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnified Person is a party thereto; provided that such
indemnity shall not apply to any such losses, claims, damages, liabilities or
related expenses that are determined by a court of competent jurisdiction by
final and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnified Person. WITHOUT LIMITING ANY PROVISION
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, IT IS THE EXPRESS
INTENTION OF THE BORROWERS THAT EACH INDEMNIFIED PERSON SHALL BE INDEMNIFIED
AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS,
DEFICIENCIES, JUDGMENTS OR REASONABLE EXPENSES ARISING OUT OF OR RESULTING FROM
THE ORDINARY NEGLIGENCE (WHETHER SOLE, CONCURRENT OR CONTRIBUTORY) OF SUCH
INDEMNIFIED

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<PAGE> 75
PERSON. THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 10.14 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.

Section 10.15 Confidentiality. In the event that a Borrower
or any of its Subsidiaries provides any member of the Bank Group with written
confidential information belonging to such Borrower or any of its Subsidiaries,
that has been identified in writing at the time of delivery as "confidential",
each member of the Bank Group severally agrees to thereafter maintain such
information in confidence in accordance with the standards of care and
diligence that each utilizes in maintaining its own confidential information.
This obligation of confidence shall not apply to such portions of the
information which (i) are in the public domain, (ii) hereafter become part of
the public domain, (iii) are previously known by the Bank Group from some
source other than a Borrower, (iv) are hereafter obtained by or available to
any member of the Bank Group from a third party who owes no obligation of
confidence to the Borrowers with respect to such information or through any
other means, (vi) are disclosed with a Borrower's consent, (vii) must be
disclosed either pursuant to any Requirements of Law or to Persons regulating
the activities of any member of the Bank Group, or (viii) as may be required by
law or regulation or order of any Governmental Authority in any judicial,
arbitration or governmental proceeding. Further, any member of the Bank Group
may disclose any such information to any other Bank, any consultants, any
independent certified public accountants, any legal counsel employed by such
Person in connection with this Agreement or any other Loan Document, including
without limitation, the enforcement or exercise of all rights and remedies
thereunder, or any assignee or participant (including prospective assignees and
participants) in the Loans; provided, however, that the member of the Bank
Group disclosing such information imposes on the Person to whom such
information is disclosed the same obligation to maintain the confidentiality of
such information as is imposed upon it hereunder. Notwithstanding anything to
the contrary provided herein, this obligation of confidence shall cease three
(3) years from the date the information was furnished, unless such Borrower
requests, in writing at least thirty (30) days prior to the expiration of such
three year period, that the Bank Group maintain the confidentiality of such
information for an additional three year period. Each Borrower waives any and
all other rights it may have to confidentiality as against the Bank Group
arising by contract, agreement, statute or law except as expressly stated in
this Section 10.15.

Section 10.16 Judgment. (a) Rate of Exchange. If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
due under any Loan Document in another currency into Dollars or into a Foreign
Currency, as the case may be, 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, a Bank could purchase
such other currency with Dollars or with such Foreign Currency, as the case may
be, in New York City, New York at the close of business on the Business Day
immediately preceding the day on which final judgment is given, together with
any premiums and costs of exchange payable in connection with such purchase.

(b) Indemnity. The obligation of each Borrower in
respect of any sum due from it to the Administrative Agent or any Bank under
any Loan Document shall, notwithstanding any judgment in a currency other than
Dollars or a Foreign Currency, as the case may be, be discharged

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<PAGE> 76
only to the extent that on the Business Day next succeeding receipt by the
Administrative Agent or such Bank of any sum adjudged to be so due in such
other currency, the Administrative Agent or such Bank may, in accordance with
normal banking procedures, purchase Dollars or such Foreign Currency, as the
case may be, with such other currency. If the Dollars or such Foreign Currency
so purchased are less than the sum originally due to such Administrative Agent
or such Bank in Dollars or in such Foreign Currency, each Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Administrative Agent or such Bank against such loss, and if the Dollars or such
Foreign Currency so purchased exceed the sum originally due to the
Administrative Agent or any Bank in Dollars or in such Foreign Currency, as the
case may be, the Administrative Agent or such Bank agrees to remit to such
Borrower such excess.

Section 10.17 Final Agreement of the Parties. THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE
PARTIES.

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<PAGE> 77
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by its 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:
------------------------------
Name:
Title:

CORE LABORATORIES, INC.

By:
-------------------------------------
Richard L. Bergmark
Chief Financial Officer and Treasurer

CORE LABORATORIES (U.K.) LIMITED

By:
-------------------------------------
Name:
Title:
<PAGE> 78
GUARANTORS:

CORE LABORATORIES N.V. BY: CORE
LABORATORIES INTERNATIONAL B.V.,
ITS SOLE MANAGING DIRECTOR

By:
-------------------------------------
Name:
Title:

CORE LABORATORIES, INC.

By:
-------------------------------------
Richard L. Bergmark
Chief Financial Officer and Treasurer

PROTECHNICS COMPANY

By:
-------------------------------------
Richard L. Bergmark
Treasurer
<PAGE> 79
CORE LABORATORIES INTERNATIONAL B.V.

By:
-------------------------------------
Jacobus Schouten
Managing Director

CORE LABORATORIES (U.K.) LIMITED

By:
-------------------------------------
Name:
Title:

SCOTT PICKFORD plc

By:
-------------------------------------
Name:
Title:

SAYBOLT INTERNATIONAL B.V.
SAYBOLT EASTERN HEMISPHERE B.V.

By:
-------------------------------------
Name:
Title:

SAYBOLT INC.
SAYBOLT NORTH AMERICA, INC.

By:
-------------------------------------
Name:
Title:
<PAGE> 80
SAYBOLT VAN DUYN
HOLDING B.V.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

E.W. SAYBOLT & CO. S.A.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

CORE LABORATORIES CANADA LTD.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

CORE LABORATORIES
VENEZUELA S.A.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

CORE LABORATORIES
AUSTRALIA PTY LTD.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
<PAGE> 81

<TABLE>
<S> <C>
Banks:

Tranche A Commitment: $13,600,000.00 BANKERS TRUST COMPANY
Tranche B Commitment:
$5,754,545.45 Equivalent
Dollar Revolving Commitment: $12,363,636.36
Guilder Revolving Commitment: By:
$1,236,363.64 Equivalent -------------------------------------
Guilder Swing Line Name:
Commitment $2,500,000.00 Equivalent -----------------------------------
Title:
----------------------------------

Address:

130 Liberty Street, 14th Floor
New York, New York 10006
Telecopy No.: (212) 250-6029

Domestic Lending Office:

Bankers Trust Company
130 Liberty Street, 14th Floor
New York, New York 10006

Eurocurrency Lending Office:

Bankers Trust Company
130 Liberty Street, 14th Floor
New York, New York 10006

ADMINISTRATIVE AGENT:

BANKERS TRUST COMPANY, as
Administrative Agent

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
</TABLE>
<PAGE> 82
<TABLE>
<S> <C>
Tranche A Commitment: $15,400,000.00 NATIONSBANK, N.A.
Tranche B Commitment:
$4,200,000.00 Equivalent
Dollar Revolving Commitment: $14,000,000.00
Guilder Revolving Commitment:
$1,400,000.00 Equivalent By:
Guilder Swing Line -------------------------------------
Commitment: $2,500,000.00 Equivalent Name:
-----------------------------------
Title:
----------------------------------

Address:

700 Louisiana, 7th Floor
Houston, Texas 77002
Telecopy No.: (713) 247-7748

Domestic Lending Office:

NationsBank, N.A.
Attn: Jennifer Textus
700 Louisiana
Houston, Texas 77002
Telecopy No.: (713) 247-7748
Eurocurrency Lending Office:

NationsBank, N.A.
Attn: Jennifer Textus
700 Louisiana
Houston, Texas 77002
Telecopy No.: (713) 247-7748

SYNDICATION AGENT:

NATIONSBANK, N.A.,
as Syndication Agent and as Issuing Bank

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
</TABLE>
<PAGE> 83
<TABLE>
<S> <C>
Tranche A Commitment: $11,000,000.00 CIBC INC
Tranche B Commitment:
$3,000,000.00 Equivalent
Dollar Revolving Commitment: $10,000,000.00
Guilder Revolving Commitment: By:
$1,000,000.00 Equivalent -------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

Address:

909 Fannin, Suite 1200
Houston, Texas 77010
Telecopy No.: (713) 650-3727

Domestic Lending Office:

909 Fannin, Suite 1200
Houston, Texas 77010
Telecopy No.: (713) 650-3727

Eurocurrency Lending Office:

909 Fannin, Suite 1200
Houston, Texas 77010
Telecopy No.: (713) 650-3727
</TABLE>
<PAGE> 84
<TABLE>
<S> <C>
Tranche A Commitment: $7,500,000.00 BANQUE PARIBAS
Tranche B Commitment:
$0 Equivalent
Dollar Revolving Commitment: $6,818,181.82
Guilder Revolving Commitment:
$681,818.18 Equivalent By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

Address:

1200 Smith, Suite 3100
Houston, Texas 77002

Domestic Lending Office:

1200 Smith, Suite 3100
Houston, Texas 77002

Eurocurrency Lending Office:

1200 Smith, Suite 3100
Houston, Texas 77002
</TABLE>
<PAGE> 85
<TABLE>
<S> <C>
Tranche A Commitment: $7,500,000 Equivalent FIRST NATIONAL BANK OF
Tranche B Commitment: COMMERCE
$2,045,454.55 Equivalent
Dollar Revolving Commitment: $6,818,181.82
Guilder Revolving Commitment: By:
$681,818.18 Equivalent -------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

Address:

201 St. Charles Ave., 28th floor
New Orleans, Louisiana 70170
Telecopy No.: (504) 561-1316

Domestic Lending Office:
201 St. Charles Ave., 8th floor
New Orleans, Louisiana 70170
Telecopy No.: (504) 561-1316

Eurocurrency Lending Office:

210 Barrone Street
New Orleans, Louisiana
Telecopy No.: (504) 561-1316
</TABLE>
<PAGE> 86

ANNEX A
DEFINITIONS

"Administrative Agent" has the meaning specified in the
introduction to this Agreement.

"Affiliate" means, when used with respect to any Person, any
other Person (including any member of the immediate family of any such natural
person) who directly or indirectly beneficially owns or controls ten percent
(10%) or more of the total voting power of shares of capital stock of such
Person having the right to vote for directors under ordinary circumstances or
any Person controlling, controlled by or under common control with any such
Person. As used in this definition, "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

"Agent Account" means (a) in the case of the Loans
denominated in Dollars or in any Foreign Currency, the account of the
Administrative Agent maintained by the Administrative Agent at the location
specified opposite the currency in which such Loans are denominated on Schedule
1.01-A and (b) in any such case, such other account of the Administrative Agent
as is designated in writing from time to time by the Administrative Agent to
the Borrowers and the Banks for such purpose.

"Agreement" means this Credit Agreement, as the same may from
time to time be amended, supplemented or modified and in effect.

"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of a Base Rate Loan and such
Bank's Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan as
designated by said Bank from time to time.

"Applicable Margin" has the meaning specified in Section 2.10.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Bank and an Eligible Assignee and accepted by the Parent, the
Issuing Bank and the Administrative Agent, in substantially the form of Exhibit
10.02 hereto.

"Available Revolving Commitment" means, with respect to each
Bank, the sum of (i) the excess of (A) the Dollar Revolving Commitment of such
Bank in effect at such time over (B) such Bank's Commitment Percentage of the
Dollar Revolving Credit Outstanding at such time provided, for purposes of this
definition, Letters of Credit outstanding pursuant to Section 6.01(g) shall not
be considered to be Outstanding Letters of Credit and (ii) the excess of (A)
the Guilder Revolving Commitment of such Bank in effect over (B) such Bank's
Commitment Percentage of all amounts outstanding under the Guilder Revolving
Loans at such time.

<PAGE> 87
"Bank Group" means, collectively, the Administrative Agent,
the Syndication Agent, the Issuing Bank and the Banks.

"Banks" has the meaning specified in the introduction to this
Agreement.

"Base Rate" means, as of any particular date, the rate per
annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum)
equal to the greater of (a) the Prime Rate per annum in effect on such day, and
(b) the Federal Funds Rate in effect on such day plus 1/2 of 1% per annum.

"Base Rate Borrowing" means a Borrowing consisting of Base
Rate Loans.

"Base Rate Loan" means a Tranche A Loan or a Dollar Revolving
Loan that the applicable Borrower has designated, or is deemed to have
designated, as such in accordance with Article II.

"Borrower Account" means (a) in the case of a Loan denominated
in Dollars or in any Foreign Currency, the account of one or more Borrowers
maintained by such Borrower(s) at the location specified for such Borrower(s)
opposite the currency in which such Loans are denominated on Schedule 1.01-B
and (b) in any such case, such other account of the Borrowers (or any one of
them) as is agreed in writing from time to time among the Borrowers and the
Administrative Agent.

"Borrowers" has the meaning specified in the introduction to
this Agreement.

"Borrowing" means any or each, as the context may require, of
a Revolving Borrowing, a Tranche A Borrowing or a Tranche B Borrowing.

"Borrowing Date" means, when used with respect to the initial
funding of any Borrowing, the date upon which the proceeds of such Borrowing
are to be made available to a Borrower.

"Borrowing Request" has the meaning specified in Section
2.02(a).

"BTCo" means Bankers Trust Company.

"Business Day" means any day of the year on which banks are
not required or authorized by law to close in New York, New York, and, if the
applicable Business Day relates to any Eurocurrency Rate Loan, on which
dealings are carried on in the London interbank market and banks are open for
business in the country of issue of the currency of such Eurocurrency Rate
Loan, as the case may be.

A-2
<PAGE> 88
"Capital Expenditures" means, as to any Person for any period,
the expenditures and costs made by such Person and its Subsidiaries (on a
consolidated basis) during such period (as stated in the statement of cash
flows for such Person and its Subsidiaries) that, in accordance with GAAP
consistently applied, are required to be included in or reflected by the
property, plant or equipment or similar fixed asset accounts reflected in the
consolidated balance sheet of such Person, provided the acquisitions of Saybolt
and Scott Pickford and other, similar acquisitions shall not be considered
capital expenditures for purposes hereof. Unless otherwise specified,
references to Capital Expenditures shall be to those of the Parent and its
Subsidiaries (on a consolidated basis).

"Capital Lease" means, as to the Parent and its Subsidiaries,
any lease or rental agreement in respect of which such Person's obligations as
lessee under such lease or rental agreement constitute obligations which shall
have been in accordance with GAAP, capitalized on the balance sheet of such
Person.

"Cash Equivalents" means (i) securities issued or directly and
fully guaranteed or insured by a government of a country which is a member of
the OECD (or any agency or instrumentality of the United States Government,
provided, that the full faith and credit of the United States of America is
pledged in support thereof) having maturities of not more than one year from
the date of acquisition, (ii) time deposits, certificates of deposit and
bankers' acceptances of (x) any Bank, (y) any commercial bank of recognized
standing located in a member country of the OECD having capital and surplus in
excess of $500,000,000 or its Equivalent as of its most recent financial
statements or (z) any bank located in a member country of the OECD (or the
parent company of such bank) whose short-term commercial paper rating from
Standard & Poor's Corporation ("S&P") is at least A-2 or the equivalent thereof
or from Moody's Investors Service, Inc. ("Moody's") is at least P-2 or the
equivalent thereof (any such bank, an "Approved Bank"), in each case with
maturities of not more than one year from the date of acquisition, (iii)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clause (i) above entered into with any
Approved Bank, (iv) commercial paper issued by any Bank or Approved Bank or by
the parent company of any Bank or Approved Bank and commercial paper issued by,
or guaranteed by, any industrial or financial company with a short-term
commercial paper rating of at least A-2 or the equivalent thereof by S&P or at
least P-2 or the equivalent thereof by Moody's (any such company, an "Approved
Company"), or guaranteed by any industrial company with a long term unsecured
debt rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody's, as the case may be, and in each case maturing within six months after
the date of acquisition and (v) investments in money market funds substantially
all of whose assets are comprised of securities of the type described in
clauses (i) though (iv) above.

"Casualty Proceeds" means funds received based on any loss
covered by insurance, as a result of seizure, condemnation, eminent domain or
forced exchange of assets.

"CERCLA" shall have the meaning provided in the definition of
"Environmental Laws."

A-3
<PAGE> 89
"Change of Control" means any of (a) the acquisition by any
Person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) (excluding underwriters in the course of
their distribution of voting stock in an underwritten public offering, First
Britania Mezzanine B.V. or Stephen P. Weinroth), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) of 30% or more of the voting power of the outstanding
shares of voting stock of the Parent, (b) 50% or more of the members of the
Board of Directors of the Parent on any date shall not have been (i) members of
the Board of Directors of the Parent on the date 12 months prior to such date
or (ii) approved (by recommendation, nomination, election or otherwise) by
Persons who constitute at least a majority of the members of the Board of
Directors of the Parent as constituted on the date 12 months prior to such
date, (c) all or substantially all of the assets of the Parent are sold in a
single transaction or series or related transactions to any Person, (d) 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 (e) the Parent shall cease
to own or control, directly or indirectly, one-hundred percent (100%) of the
stock of either the UK Borrower or the US Borrower.

"Collateral" means all Collateral as defined in each of the
Pledge Agreements.

"Commitment" means as to any Bank, the sum of such Bank's
Tranche A Commitment, Tranche B Commitment, Dollar Revolving Commitment and
Guilder Revolving Commitment.

"Commitment Fee" has the meaning specified in Section 2.07(c).

"Commitment Percentage" means, as to any Bank, a percentage
determined pursuant to the following formula: (C / T) X 100 = CP; where C is
such Bank's Commitment (without giving effect to any termination of the
Commitments pursuant to Section 7.01), T is the Total Commitment (without
giving effect to any termination of the Commitments pursuant to Section 7.01)
and CP is such percentage; provided with respect to Guilder Swing Line Loans
the Commitment Percentage of each Guilder Swing Line Bank shall be fifty
percent (50%) and all other Bank's Commitment Percentage shall be zero, and
provided further, with respect to the Tranche B Loan, Banque Paribas'
Commitment Percentage shall be zero and Bankers Trust Company's Commitment
Percentage for the Tranche B Loan only shall be increased by the same amount
that Banque Paribas' Commitment Percentage is decreased.

"Communications" has the meaning specified in Section 10.03.

"Conversion Date" means, when used with respect to the
Conversion of any group of Loans, the date such Loans are to be Converted into
Loans of another Type pursuant to Section 2.02 or otherwise in accordance with
Article II.

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"Conversion Notice" has the meaning specified in Section
2.02(c).

"Convert," "Conversion" and "Converted" each refers to a
conversion of Loans of one Type into Loans of another Type pursuant to Section
2.02(c) or otherwise in accordance with Article II.

"Cover" means payment to the Administrative Agent in
immediately available funds in the applicable currency (or the Dollar
Equivalent) of any undrawn portions of any Letters of Credit, to be held by the
Administrative Agent in an account under the sole dominion and control of the
Administrative Agent, for the benefit of the Bank Group, as security for the
Obligations with respect to such Letters of Credit until the earlier of (A) the
occurrence in Section 2.06 which necessitated such Cover no longer exists or
(B) such time as the Letters of Credit have been terminated and all obligations
of the US Borrower to the Bank Group (including the Issuing Bank) in respect
thereof have been paid in full (at which time the Administrative Agent shall
remit the amount of such Cover, in immediately available funds, at the
direction or instruction of the US Borrower).

"Credit Parties" means the Borrowers and the Guarantors.

"Current Assets" means, for any Person, the current assets of
such Person determined on a consolidated basis in accordance with GAAP.

"Current Liabilities" means, for any Person, the current
liabilities of such Person determined on a consolidated basis in accordance
with GAAP, provided any amount due under any of the Loans shall not be a
current liability for purposes hereof.

"Date of Determination" means any Business Day upon which a
Borrower delivers to the Administrative Agent a Borrowing Request or a Notice
of Conversion, or to the Issuing Bank a Letter of Credit Request, and such
other date upon which the Equivalent in Dollars of a Loan made in a Foreign
Currency or other amount outstanding in a currency other than Dollars is
determined by the Administrative Agent or the Issuing Bank.

"Debt Proceeds" means the proceeds received from the issuance
of any note, bond, debenture or other debt instrument of any type, public or
private other than Indebtedness permitted under Section 6.01.

"Default" means an Event of Default or an event or condition
which with the giving of notice or the lapse of time or both could, unless
cured or waived, become an Event of Default.

"Default Rate" has the meaning specified in Section 2.07(a).

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"Derivatives" means, with respect to any Person, foreign
exchange transactions and commodity, currency and interest rate swaps, floors,
caps, collars, forward sales, options, other similar transactions and
combinations of the foregoing.

"Dollar Revolving Commitment" means the amount set forth on
the signature page of each Bank hereto under the caption "Dollar Revolving
Commitment," as such amount may be reduced pursuant to this Agreement.

"Dollar Revolving Credit Outstanding" means, at any time,
without duplication, the sum of (i) the aggregate unpaid principal amount of
the Dollar Revolving Loans and (ii) the Outstanding Letters of Credit.

"Dollar Revolving Loan" means a Revolving Loan to the Parent
or the US Borrower made in US Dollars pursuant to Section 2.01(c).

"Dollar Revolving Note" means a promissory note of the Parent
or the US Borrower payable to the order of a Bank, in substantially the form of
Exhibit 2.04(c), evidencing the aggregate indebtedness of such Borrower to such
Bank resulting from the Dollar Revolving Loans made by such Bank, together with
all modifications, extensions, renewals and rearrangements thereof from time to
time in effect.

"Dollars" and "$" each means lawful currency of the United
States.

"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office" below its name
on its signature page hereto, or such other office of such Bank as such Bank
may from time to time specify in writing to the Borrower and the Administrative
Agent.

"Dutch Guilders" means the lawful currency of the Kingdom of
The Netherlands.

"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) the Fiscal Year ending December 31, 1997, the actual one-time
restructuring charges and transaction costs, up to a maximum of $10,000,000.00
incurred in connection with the acquisition of Saybolt and Scott Pickford, 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-

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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. In calculating the consolidated EBITDA of the Parent
after the acquisition of Saybolt and Scott Pickford (but no other companies),
the historical EBITDA of such companies for the preceding twelve (12) months,
or other relevant calculation period, as shown by said companies' most recent
audited financial statements and subsequent unaudited interim statements, shall
be considered as part of the Parent's consolidated EBITDA as of the date of
such acquisition (or next month or quarter-ending period), provided, there
shall be added to such historical EBITDA such increases as are caused by
synergies and cost savings resulting from acquisitions as the Majority Banks,
in their sole discretion, shall agree are likely to be achieved, such
adjustments to be annualized for the twelve (12) month period in question and
to reduce with each subsequent monthly or quarterly calculation of EBITDA on a
rolling twelve (12) month or four (4) quarter basis.

"Effective Date" means the date on which the conditions to
effectiveness set forth in Article III to this Agreement are first satisfied.

"Eligible Assignee" means (i) any Bank or any Affiliate of any
Bank; (ii) a commercial bank organized under the laws of the United States, or
any state thereof, having deposits rated in either of the two highest generic
letter rating categories (without regard to subcategories) from either S&P or
Moody's; (iii) a commercial bank organized under the laws of any other country
which is a member of the OECD, or a political subdivision of any such country,
and having total assets in excess of $1,000,000,000, provided that such bank is
acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (iv) the
central bank of any country which is a member of the OECD; (v) any other Person
which is an "accredited investor" (as defined in Regulation D of the Securities
Act of 1933) that extends credit or buys loans as one of its businesses,
including insurance companies mutual funds and lease financing companies; and
(vi) any other financial institution approved by the Borrowers, the Issuing
Bank and the Administrative Agent.

"Environmental Laws" means federal, state or local laws of any
country, rules or regulations, and any judicial, arbitral or administrative
interpretations thereof, including, without limitation, any judicial, arbitral
or administrative order, judgment, permit, approval, decision or determination
pertaining to health, safety or the environment in effect at the time in
question, including, without limitation, the Oil Pollution Act of 1990, as
amended ("OPA"), the Clean Air Act, as amended, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended ("CERCLA"), the Federal
Water Pollution Control Act, as amended, the Occupational Safety and Health
Act, as amended, the Resource Conservation and Recovery Act ("RCRA"), as
amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control
Act, as amended, the Superfund Amendment and Reauthorization Act of 1986, as
amended, the Hazardous Materials Transportation Act, as amended, comparable
state and local laws, and other environmental conservation and protection laws.
The terms "hazardous substance," "release" and "threatened

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release" shall have the meanings specified in CERCLA, and the terms "solid
waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA
and the term "oil" shall have the meaning specified in OPA; provided, that (i)
in the event either CERCLA, RCRA or OPA is amended so as to broaden the meaning
of any term defined thereby, such broader meaning shall apply subsequent to the
effective date of such amendment with respect to all provisions of this
Agreement, and (ii) to the extent the laws of the state or states in which any
Property of the Borrowers or their Subsidiaries is located establish a meaning
for "hazardous substance," "release," "threatened release," "solid waste,"
"disposal" or "oil" which is broader than that specified in CERCLA, RCRA or
OPA, such broader meaning shall apply.

"Equivalent" means (a) in Dollars with respect to any Foreign
Currency on any Date of Determination, the equivalent amount in Dollars of such
Foreign Currency determined by using the quoted spot rate at which BTCo's
principal office in New York City, New York offers to exchange Dollars for such
Foreign Currency in New York City, New York, at the opening of business on such
date and (b) in any Foreign Currency with respect to Dollars on any Date of
Determination, the equivalent in such Foreign Currency of Dollars determined by
using the quoted spot rate at which BTCo's principal office in New York City,
New York, offers to exchange such Foreign Currency for Dollars in New York
City, New York, at the opening of business on such date, provided, if any
Equivalent currency is being computed due to an issuance, presentment or
payment in respect of, or for, any Letter of Credit (or any fees associated
therewith), it shall be determined by the Issuing Bank at the office at which
the applicable Letter of Credit was issued by it in accordance with its
customary business practice for such determination.

"ERISA" means the Employee Retirement Income Security Act of
1974, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.

"ERISA Affiliate" means any (i) corporation which is a member
of the same controlled group of corporations (within the meaning of Section
414(b) of the Internal Revenue Code) as the Parent, (ii) partnership or other
trade or business (whether or not incorporated) under common control (within
the meaning of Section 414(c) of the Internal Revenue Code) with the Borrower,
(iii) member of the same affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) as the Parent, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above or (iv) other Person required to be aggregated with the
Parent or an ERISA Affiliate thereof, as defined above, pursuant to Section
414(o) of the Internal Revenue Code.

"Eurocurrency Event" has the meaning specified in Section
2.13(a).

"Eurocurrency Lending Office" means, with respect to any Bank,
the office of such Bank specified as its "Eurocurrency Lending Office" below
its name on its signature page hereto (or,

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if no such office is specified, its Domestic Lending Office), or such other
office of such Bank as such Bank may from time to time specify in writing to
the Borrowers and the Administrative Agent.

"Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System,
as in effect from time to time.

"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, Pounds Sterling or Dutch Guilders, 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, Pounds Sterling or Dutch Guilders, 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).

"Eurocurrency Rate Borrowing" means a Borrowing consisting of
Eurocurrency Rate Loans.

"Eurocurrency Rate Loan" means a Loan that a Borrower has
designated, or is deemed to have designated, as such in accordance with Article
II.

"Events of Default" has the meaning specified in Section 7.01.

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"Excepted Liens" has the meaning specified in Section 6.02.

"Execution Date" means the date upon which this Agreement
shall have been executed by the Credit Parties and the Bank Group.

"Existing Letters of Credit" shall mean those currently
outstanding letters of credit described on Schedule 1.01-C.

"Facing Fees" has the meaning specified in Section
2.10(b)(ii).

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement dated April
24, 1997, by and between the Administrative Agent, the Syndication Agent and
the Borrowers.

"Fixed Charges" means, for any Person for any period, (without
duplication) the sum of (a) all Interest Expense, plus (b) the aggregate
rentals paid under Capital Leases, plus (c) all Capital Expenditures, plus (d)
cash taxes actually paid (or required to be paid), plus (e) the sum of the
aggregate amount of all scheduled principal payments required to be made on
account of Indebtedness of such Person, in all cases, prepared on a
consolidated basis to the extent applicable.

"Foreign Currencies" means (a) in the case of the Tranche B
Loans, Pounds Sterling, and (b) in the case of Guilder Swing Line Loans, Dutch
Guilders.

"GAAP" means generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement, it being
understood and agreed that determinations in accordance with GAAP are subject
to Section 1.02.

"Governmental Authority" means, with respect to any Person,
any nation or government, any federal, state, province, city, town,
municipality, county, local or other political subdivision thereof or thereto
and any court, tribunal, department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, whether foreign or domestic that has jurisdiction over such Person
or its Property.

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"Guaranties" means, as to any Person, all obligations (other
than endorsements in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or, in effect,
guaranteeing any Indebtedness, dividend or other obligation, of any other
Person (the "primary obligor') in any manner, whether directly or indirectly,
including all obligations incurred through an agreement, contingent or
otherwise, by such Person: (a) to purchase such Indebtedness or obligation or
any property or assets constituting security therefor, (b) to advance or supply
funds (i) for the purchase or payment of such Indebtedness or obligation or
(ii) to maintain working capital or other balance sheet condition or otherwise
to advance or make available funds for the purchase or payment of such
Indebtedness or obligation, (c) to lease property or to purchase securities or
other property or services primarily for the purpose of assuring the owner of
such Indebtedness or obligation of the ability of the primary obligor to make
payment of the Indebtedness or obligation or (d) otherwise to assure the owner
of the Indebtedness or obligation of the primary obligor against loss in
respect thereof. For the purposes of all computations made under this
Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall
be deemed to be Indebtedness equal to the principal amount of such Indebtedness
for borrowed money which has been guaranteed, and a Guaranty in respect of any
other obligation or liability or any dividend shall be deemed to be
Indebtedness equal to the maximum aggregate amount of such obligation,
liability or dividend.

"Guarantors" means, as of the Effective Date, the Persons
executing this Agreement as a Guarantor and shall include each Borrower in
respect of the Loans made to the other Borrowers, and thereafter any other
Subsidiary hereafter executing and delivering a Guaranty Agreement pursuant to
Section 5.10.

"Guaranty Agreements" means the form of Guaranty consisting of
Article IX and each Guaranty Agreement issued pursuant to Section 5.10 executed
by the Guarantors in favor of the Administrative Agent and the Banks, as same
may be amended, supplemented, restated or otherwise modified from time to time.

"Guilder Revolving Commitment" means the amount set forth on
the signature page of each Bank hereto under the caption "Guilder Revolving
Commitment" as such amount may be reduced pursuant to this Agreement and
includes the Guilder Swing Line Commitment.

"Guilder Revolving Loan" means a Revolving Loan to the Parent
pursuant to Section 2.01(d).

"Guilder Revolving Note" means a promissory note of the Parent
payable to the order of a Bank substantially in the form of Exhibit 2.04(d)
evidencing the aggregate indebtedness of the Parent to such Bank resulting from
the Guilder Revolving Loans made by such Bank together with all modifications,
extensions, renewals and rearrangements thereof from time to time in effect.

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"Guilder Swing Line Commitment" means the obligation of the
Guilder Swing Line Banks to make the Guilder Swing Line Loans pursuant to
Section 2.01(e), and is part of the "Guilder Revolving Commitment."

"Guilder Swing Line Loan" has the meaning specified in Section
2.01(e).

"Guilder Swing Line Note" means a promissory note of the
Parent payable to the order of a Guilder Swing Line Bank substantially in the
form of Exhibit 2.04(e) evidencing the aggregate indebtedness of the Parent to
such Guilder Swing Line Bank resulting from the Guilder Swing Line Loans made
by such Guilder Swing Line Bank together with all modifications, extensions,
renewals, and rearrangements thereof from time to time in effect.

"Guilder Swing Line Banks" means Bankers Trust Company and
NationsBank, N.A.

"Highest Lawful Rate" means, as to any Bank, at the particular
time in question, the maximum nonusurious rate of interest which, under
applicable law, such Bank 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 Banks 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 Execution 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.

"Home Jurisdiction Withholding Taxes" means (a) in the case of
the Parent, withholding taxes imposed by the Kingdom of The Netherlands, (b) in
the case of the US Borrower, United States back-up withholding taxes and United
States withholding taxes and (c) in the case of the UK Borrower, United Kingdom
withholding taxes.

"Indebtedness" of any Person means without duplication: (a)
any obligation of such Person for borrowed money, including: (i) any
obligation of such Person evidenced by bonds, debentures, notes or other
similar debt instruments and (ii) any obligation for borrowed money which is
non-recourse to the credit of such Person but which is secured by any asset of
such Person, (b) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person, (c)
any obligation of such Person for the deferred purchase price of any property
or services, except accounts payable arising in the ordinary course of such
Person's business that have been outstanding less than ninety (90) days since
the date of the related invoice or longer if such payables are being contested
in good faith by appropriate proceedings and for which such Person has set
aside on its books adequate reserves in accordance with GAAP, (d) all
liabilities appearing on its balance sheet in accordance with GAAP in respect
of Capital Leases, (e) all its liabilities in respect of letters of credit or
instruments serving a similar function issued or

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accepted for its account by banks and other financial institutions (whether or
not representing obligations for borrowed money), (f) liabilities in respect of
Derivatives, (g) Guaranties by such Person to the extent required pursuant to
the definition thereof, and (h) 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 only to the extent of the fair market value of the Property
securing such Indebtedness.

"Indemnified Person" has the meaning specified in Section
10.14(a).

"Interest Expense" means, for any period, the aggregate of all
interest expense deducted in the calculation of the Net Income for such period.

"Interest Period" means, for each Eurocurrency Rate Loan
comprising part of the same Borrowing, the period commencing on the date of
such Eurocurrency Rate Loan or the date of the Conversion of such Eurocurrency
Rate Loan, as applicable, and ending on the last day of the period selected by
the relevant Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be 1, 2, 3, or 6 months; provided, that:

(i) a Borrower may not select any Interest Period for a
Loan that ends after the Termination Date;

(ii) No more than two (2) Interest Periods commencing on
the same date for Loans comprising part of the same Borrowing shall be
of different durations;

(iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day, provided that if such extension would cause the last day
of such Interest Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the next preceding
Business Day;

(iv) no Interest Period with respect to any Tranche A Loan
or Tranche B Loan may be elected that would extend beyond any
Scheduled Payment Date if, after giving effect to the selection of
such Interest Period, the aggregate principal amount of such Loans
maintained as Eurocurrency Rate Loans with Interest Periods ending
after such Scheduled Payment Date would exceed the aggregate principal
amount of such Loans permitted to be outstanding after such Scheduled
Payment Date; and

(v) no Interest Period may be elected at any time when a
Default or Event of Default is then in existence if the Administrative
Agent or the Majority Banks have determined that such an election at
such time would be disadvantageous to the Banks.

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"Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time (or any successor statute), and the
regulations promulgated thereunder.

"Issuing Bank" has the meaning specified in the introduction
to this Agreement.

"L/C Fees" has the meaning specified in Section 2.10(b)(i).

"Letter of Credit" has the meaning specified in Section
2.01(c)(ii).

"Letter of Credit Request" has the meaning specified in
Section 2.03(a).

"Letter of Credit Sublimit" means, as of the Date of
Determination, the amount equal to the lesser of (a) the Total Dollar Revolving
Commitment less the principal amount of the Dollar Revolving Credit Outstanding
as of such date and (b) $5,000,000,00.

"Lien" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such Person
under any conditional sale or other title retention agreement or capital lease,
upon or with respect to any Property of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

"Loans" means any or each, as the context may require, of a
Revolving Loan, a Tranche A Loan or a Tranche B Loan.

"Loan Documents" means this Agreement, the Notes, the Letters
of Credit, the Security Documents, the Guaranty Agreements and all other
agreements, instruments and documents, including, without limitation, security
agreements, notes, warrants, guaranties, mortgages, deeds of trust,
subordination agreements, pledges, powers of attorney, consents, the
Subordination Agreement, assignments, collateral assignments, letter
agreements, contracts, notices, leases, amendments, financing statements,
Letter of Credit applications and reimbursement agreements, 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.

"Majority Banks" means at any time Banks holding at least
sixty six and two-thirds percent (66 2/3%) of the then aggregate unpaid
principal amount of the Loans or, if no Loans are outstanding, Banks having
Commitment Percentages in the aggregate equal to at least sixty-six and
two-thirds percent (66 2/3%).

"Mandatory Liquid Assets Costs Rate" means, in relation to any
Tranche B Loan, the rate determined in accordance with Schedule 1.01-D.

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"Margin Ratio" has the meaning specified in Section 2.07(d).

"Margin Ratio Certificate" has the meaning specified in
Section 5.01(c).

"Material" means material in relation to the business,
operations, affairs, financial condition, assets or properties of the Borrowers
and their Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on
(a) the business, operations, affairs, financial condition, assets, prospects,
or properties of any Borrower individually or of the Parent and its
Subsidiaries on a consolidated basis or (b) the ability of any of the Borrowers
or the Parent and its Subsidiaries on a consolidated basis to perform their
obligations under this Agreement and the other Loan Documents, or (c) the
validity or enforceability of this Agreement or the other Loan Documents.

"Multiemployer Plan" means any employee benefit plan that is a
"multiemployer plan," as such term is defined in section 4001(a)(3) of ERISA.

"Net Income" means, for any period, the consolidated net
earnings of the Parent and its Subsidiaries for such period, determined in
accordance with GAAP.

"Net Sales Proceeds" means the net proceeds received from the
sale of an asset (other than inventory and surplus or obsolete equipment) not
in the ordinary course of business after deducting all closing costs,
commissions, release payments and similar items (but not any income tax
liability).

"Net Worth" means, for any Person as of any date, the total
shareholder's equity (including capital stock, additional paid-in capital and
retained earnings after deducting treasury stock) which would appear on a
consolidated balance sheet of such Person and its Subsidiaries prepared as of
such date in accordance with GAAP.

"Notes" means the Revolving Notes, Tranche A Notes and the
Tranche B Notes.

"Obligations" means all obligations, Indebtedness and
liabilities of any Borrower or any of its Subsidiaries to any member of the
Bank Group, now existing or hereafter arising under or in connection with any
Loan Document, whether direct, indirect, related, unrelated, fixed, contingent,
liquidated, unliquidated, joint, several, or joint and several, including the
obligations, Indebtedness and liabilities of any Borrower under the Notes or
otherwise pursuant to the terms of the other Loan Documents, and all interest
accruing thereon (including any interest that accrues after the commencement of
any proceeding by or against any Borrower or any other Person under any
bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization
or other debtor relief law) and all reasonable attorneys' fees and other
reasonable and customary expenses incurred in the collection or enforcement
thereof.

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"OECD" means the Organization for Economic Cooperation and
Development.

"Other Activities" has the meaning specified in Section 8.03.

"Other Benefit Plan" means any employee benefit plan, within
the meaning of Section 3(3) of ERISA, employment or other compensation plan,
program or contract, including, without limitation, a "cafeteria plan" under
Section 125 of the Internal Revenue Code, under any of which the Borrowers or
any Subsidiary of the Borrowers have any liability or obligation, but excluding
any Pension Plan or Multiemployer Plan.

"Other Financings" has the meaning specified in Section 8.03.

"Other Taxes" has the meaning specified in Section 2.11(b).

"Outstanding Letters of Credit" means, at any time without
duplication, the sum of (i) the aggregate undrawn face amount of the Letters of
Credit and Existing Letters of Credit then outstanding, (ii) the aggregate
amount of unpaid reimbursement obligations in respect of Letters of Credit
issued hereunder and Existing Letters of Credit and (iii) the aggregate amount
of letters of credit outstanding as permitted by Section 6.01(g). To the
extent the face amount of any Letters of Credit (including letters of credit
permitted by Section 6.01(g)) are denominated in a currency other than Dollars,
the Outstanding Letters of Credit shall be determined by reference to the
Equivalent thereof in Dollars as of the applicable Date of Determination.

"Parent" has the meaning specified in the introduction to this
Agreement.

"Payment Date" means the last day of any calendar quarter,
commencing June 30, 1997.

"PBGC" means the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA and any successor
thereto.

"Pension Plan" means any employee pension benefit plan which
is covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Internal Revenue Code, and in respect of which the
Borrowers, or any ERISA Affiliate. or Subsidiary is an "employer" as defined
in Section 3(5) of ERISA or has any liability or obligations.

"Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or other entity, or Governmental
Authority.

"Pledge Agreements" means the Pledge Agreements, the Charges
over Shares and the Pledge Deeds, each dated the Execution Date, executed by
the owners of the stock being pledged

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thereunder in favor of the Administrative Agent, pledging the capital stock of
certain of the Parent's direct and indirect Subsidiaries as collateral for the
Obligations, as same may be amended, supplemented, restated or otherwise
modified from time to time.

"Pounds Sterling" means the lawful currency of the United
Kingdom.

"Prime Rate" means, the rate per annum which BTCo announces
from time to time as its "prime lending rate," the Prime Rate to change when
and as such prime lending rate changes. The Prime Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any
customer. BTCo may make commercial loans or other loans at rates of interest
at, above or below the Prime Rate.

"Process Agent" has the meaning specified in Section 10.12(a).

"Property" means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

"Refunded Guilder Swing Line Loan" has the meaning specified
in Section 2.01(e)(ii).

"Register" has the meaning specified in Section 10.02(c).

"Regulations D, G, U, T and X" means the corresponding
regulation of the Board of Governors of the Federal Reserve System as the same
is from time to time in effect, and all official rulings and interpretations
thereunder of thereof.

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

"Reimbursement Date" has the meaning specified in
Section 2.03(c).

"Reimbursement Notice" has the meaning specified in
Section 2.03(c).

"Repayment Percentage" has the meaning specified in
Section 2.06(a).

"Reportable Event" means any of the events set forth in
Section 4043(c) of ERISA or the regulations thereunder.

"Requirements of Environmental Laws" means the requirements of
any applicable Environmental Law relating to or affecting the Borrowers or any
of their Subsidiaries or the condition or operation of such Person's business
or its Properties.

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"Requirements of Law" means, as to any Person, any applicable
federal, state or local law, rule or regulation, permit or other binding
determination of any Governmental Authority, whether foreign or domestic having
jurisdiction over such Person or its Properties.

"Responsible Officer" means, as to any Person, the Chief
Executive Officer, the President, the Chief Financial Officer or the Treasurer
of such Person, or any employee of such Person designated in writing as a
Responsible Officer by the Chief Executive Officer of such Person.

"Restricted Disbursement" means, as to any Person, any: (a)
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; (b) 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; (c) 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; (d) 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); (e)
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; and (f) Capital Expenditures of such Person.

"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 Guilder Revolving Loan or a
Guilder Swing Line 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.

"Revolving Loan" means Dollar Revolving Loans, Guilder
Revolving Loans and Guilder Swing Line Loans.

"Revolving Notes" means Dollar Revolving Notes, Guilder
Revolving Notes and Guilder Swing Line Notes.

"Saybolt" means Saybolt International B.V., a company
organized under the laws of the Kingdom of The Netherlands.

"Scheduled Payment Date" means the last day of each calendar
quarter commencing March 31, 1999.

"SEC" means the Securities and Exchange Commission and any
successor agency.

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"Scott Pickford" means Scott Pickford plc, (or Scott Pickford,
Limited) a company organized under the laws of England and Wales.

"Security Documents" shall mean the Pledge Agreement and, when
executed and delivered, as each may be amended from time to time, and any other
security agreement or pledge agreement, assignment, mortgage or any other
agreement, in form and substance satisfactory to the Administrative Agent and
the Majority Banks, executed and delivered by a Borrower or any other Person in
connection with or pursuant to this Agreement for the purpose of creating a
Lien on any of its Property or assets, as it may be modified or amended from
time to time.

"Subordination Agreement" means a Subordination Agreement,
permitting such payments on the subordinate debt described therein as may be
acceptable to the Majority Banks and otherwise in the form of Exhibit 1.01-C,
as the same may be amended or modified from time to time.

"Subsidiary" means, as to any Person, any other Person in
which such Person or one or more of its Subsidiaries or such Person and one or
more of its Subsidiaries owns sufficient equity or voting interests to enable
it or them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
other Person, and any partnership or joint venture if either (i) more than a
50% interest in the profits or capital thereof is owned by such Person or one
or more of its Subsidiaries or (ii) such Person or one or more of its
Subsidiaries is a general partner in such partnership or joint venture. Unless
otherwise indicated (or the context requires otherwise) references to a
Subsidiary shall be to a Subsidiary of a Borrower.

"Syndication Agent" has the meaning specified in the
introduction to this Agreement.

"Taxes" has the meaning specified in Section 2.11(a).

"Termination Date" means July 1, 2002 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.

"Total Commitment" means, as of any date, an amount equal to
the sum of the Banks' Commitments, as of such date.

"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, which shall never exceed $50,000,000.00.

"Total Guilder Revolving Commitment" means, as of any date, an
amount equal to the sum of the Banks' Guilder Revolving Commitments as of such
date, which shall never exceed $5,000,000.00

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"Total Revolving Commitment" means the sum of the Total Dollar
Revolving Commitment and the Total Guilder Revolving Commitment.

"Total Tranche A Commitment" means, as of any date, an amount
equal to the sum of the Banks' Tranche A Commitments as of such date, which
shall never exceed $55,000,000.00.

"Total Tranche B Commitment" means, as of any date, an amount
equal to the sum of the Banks' Tranche B Commitments as of such date, which
shall never exceed the Pound Sterling Equivalent of $15,000,000.00.

"Tranche A Borrowing" means (a) initially, the group of
Tranche A Loans funded by the Banks pursuant to Section 2.01, and (b)
thereafter, following any Conversion of the Tranche A Loans described in clause
(a), a group of Tranche A Loans Converted into a single Type on a single date
and, in the case of a Tranche A Loan that is also a Eurocurrency Rate Loan, as
to which a single Interest Period is in effect.

"Tranche A Commitment" means the amount set forth on the
signature page of such Bank hereto under the caption "Tranche A Commitment," as
such amount may be reduced pursuant to this Agreement.

"Tranche A Loan" has the meaning specified in Section 2.01(a).

"Tranche A Note" means a promissory note of the Parent payable
to the order of a Bank, in substantially the form of Exhibit 2.04(a),
evidencing the aggregate indebtedness of the Parent to such Bank resulting from
the Tranche A Loan made by such Bank, together with all modifications,
extensions, renewals and rearrangements thereof from time to time in effect.

"Tranche B Borrowing" means (a) initially, the group of
Tranche B Loans funded by the Banks pursuant to Section 2.01, and (b)
thereafter, following any Conversion of the Tranche B Loans described in clause
(a), a group of Tranche B Loans Converted into a single Type on a single date
and as to which a single Interest Period is in effect.

"Tranche B Commitment" means the amount set forth on the
signature page of each Bank hereto under the caption "Tranche B Commitment," as
such amount may be reduced pursuant to this Agreement.

"Tranche B Note" means a promissory note of the UK Borrower
payable to the order of a Bank, in substantially the form of Exhibit 2.04(b),
evidencing the aggregate indebtedness of the UK Borrower to such Bank resulting
from the Tranche B Loan made by such Bank, together with all modifications,
extensions, renewals and rearrangements thereof from time to time in effect.

"Tranche B Loan" has the meaning specified in Section 2.01(b).

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"Type" of Loan is determined by reference to the interest rate
applicable to such Loan and the currency in which such Loan is denominated,
with a Base Rate Loan and a Eurocurrency Rate Loan being different Types of
Loans, Loans in different currencies being different Types of Loans and
Eurocurrency Rate Loans having different Interest Periods (unless they begin on
the same day but regardless of whether they have the same type of interest
rate) being different Types of Loans.

"UK Borrower" has the meaning specified in the introduction to
this Agreement.

"UCP" has the meaning specified in Section 2.03(b).

"US Borrower" has the meaning specified in the introduction to
this Agreement.

"Wholly Owned Subsidiary" means any direct or indirect
Subsidiary of the Parent of which all (other than director's qualifying shares)
the outstanding voting securities normally entitled to vote in the election of
directors are owned, directly or indirectly, by the Parent or any other of its
Wholly Owned Subsidiaries.

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SCHEDULE 1.01-A
ADMINISTRATIVE AGENT ACCOUNT

<PAGE> 108
SCHEDULE 1.01-B
BORROWER ACCOUNT

<PAGE> 109
SCHEDULE 1.01-C
EXISTING LETTERS OF CREDIT

<PAGE> 110
SCHEDULE 4.01
SUBSIDIARIES OF THE PARENT

<PAGE> 111
SCHEDULE 4.15
ENVIRONMENTAL DISCLOSURES

<PAGE> 112
SCHEDULE 6.01
EXISTING INDEBTEDNESS
<PAGE> 113
SCHEDULE 6.02
EXISTING LIENS

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 25,
1997, included in the Core Laboratories N.V. Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Houston, Texas
October 31, 1997

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated July 19, 1996 accompanying the consolidated
financial statements of ProTechnics Company and subsidiaries as of and for the
years ended March 31, 1996 and 1995. The consolidated financial statements of
ProTechnics Company and subsidiaries are not presented separately, but are
included in the financial statements in the Annual Report on Form 10-K of Core
Laboratories N.V. for the year ended December 31, 1996. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report and to the use of our name as it appears under the caption "Experts."

GRANT THORNTON LLP

Houston, Texas
October 31, 1997

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the Incorporation by reference in the Prospectus on
Form S-3 of Core Laboratories N.V. of our report dated April 1, 1997 relating to
the consolidated financial statements of Saybolt International B.V., which
appears in the Current Report on Form 8-K/A of Core Laboratories N.V. dated July
21, 1997. We also consent to the reference to us under the heading "Experts" in
such Prospectus.

PRICE WATERHOUSE LLP

Morristown, NJ
October 31, 1997