EXHIBIT 99.2 NEWPARK RESOURCES, INC. NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A IN EXCHANGE FOR 8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B This form, or one substantially equivalent hereto, must be used by a holder of the 8 5/8% Senior Subordinated Notes Due 2007, Series A (the "144A Notes") of Newpark Resources, Inc., a Delaware corporation (the "Company"), who wishes to tender the 144A Notes pursuant to the guaranteed delivery procedures described in the "The Exchange Offer--Guaranteed Delivery Procedures" section of the Company's Prospectus, dated February , 1998 (the "Prospectus"), relating to the Exchange Offer and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender 144A Notes pursuant to such guaranteed delivery procedures must ensure that State Street Bank and Trust Company, as exchange agent (the "Exchange Agent"), receives this Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on March , 1998, unless such expiration date is extended by the Company (such date, as it may hereafter be extended, is referred to as the "Expiration Date"). To use the guaranteed delivery procedures to tender 144A Notes pursuant to the Exchange Offer, tender must be made through an Eligible Institution and a properly completed and duly executed Notice of Guaranteed Delivery must be received by the Exchange Agent prior to the Expiration Date. Thereafter, the certificates for all physically tendered 144A Notes, in proper form for transfer, or confirmation of book-entry transfer of such 144A Notes to the Exchange Agent's account at the Depository, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be deposited by the Eligible Institution with the Exchange Agent within three New York Stock Exchange trading days after the execution of the Notice of Guaranteed Delivery. This form, properly completed and executed, may be delivered by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. Capitalized terms used but not defined herein have the meanings ascribed to them in the Letter of Transmittal. To State Street Bank and Trust Company By Mail: By Facsimile By Overnight or Hand (registered or certified Transmission Delivery: recommended) (for Eligible State Street Bank and State Street Bank and Institutions only) Trust Company Trust Company Corporate Trust (617) 664-5290 Department P.O. Box 778 Attention: Sandra Boston, MA 02102-0078 Szczsponik Two International Place Attention: Sandra Confirm by Telephone: Fourth Floor Szczsponik (617) 664-5314 Boston, MA 02102-0078 Attention: Sandra Szczsponik For information or confirmation by telephone: (617) 664-5314 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN THE ONE SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space in the box provided on the Letter of Transmittal for guarantee of signatures. Ladies and Gentlemen: The undersigned hereby tenders to the Company, in accordance with the Company's offer, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt and review of which are hereby acknowledged, the principal amount of 144A Notes set forth below pursuant to the guaranteed delivery procedures set forth in the "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus and in Instruction 2 of the Letter of Transmittal. Name(s) of registered holder(s):_______________________________________________ (Please Type or Print) Address:_______________________________________________________________________ ------------------------------------------------------------------------- Area Code and Telephone Number:________________________________________________ Principal Amount of 144A Notes Tendered*:______________________________________ Certificate Number(s) or DTC Account Number(s) for 144A Notes (if available):_______________________________________ Aggregate Principal Amount Represented by 144A Note(s):___________________________________________________ *All tenders must be in integral multiples of $1,000. The undersigned understands that no withdrawal of a tender of 144A Notes may be made on or after the Expiration Date. The undersigned understands that for a withdrawal of a tender of 144A Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at one of its addresses specified on the cover of this Notice of Guaranteed Delivery prior to the Expiration Date. The undersigned further understands that the exchange of 144A Notes for Exchange Notes pursuant to the Exchange Offer and the guaranteed delivery procedures described herein will be made only after timely receipt by the Exchange Agent of (i) such 144A Notes in proper form for transfer (or book-entry confirmation of the transfer of such 144A Notes into the Exchange Agent's account at the Depository), and (ii) a Letter of Transmittal (or facsimile thereof) with respect to such 144A Notes, properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal. 2 All authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. Signature of Holder(s): X______________________________________________________ X______________________________________________________________ Dated: , 1998 This Notice of Guaranteed Delivery must be signed by the registered holder(s) of 144A Notes exactly as the name(s) of such person(s) appear(s) on certificates for 144A Notes or on a security position listing as the owner of 144A Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the information set forth below and, unless waived by the Company, submit evidence satisfactory to the Company of such person's authority to so act. Please Print Name(s) and Address(es) Name(s):_______________________________________________________________________ Capacity:______________________________________________________________________ Address(es):___________________________________________________________________ ----------------------------------------------------------------------- ----------------------------------------------------------------------- [ ] Check if 144A Notes will be tendered by book-entry transfer DTC Account Number: THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the 144A Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such 144A Notes into the Exchange Agent's account at the Depository, pursuant to the procedures for book-entry transfer set forth in the Prospectus and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the execution of the Notice of Guaranteed Delivery. Name of Firm: ___________________ X _______________________________ (Authorized Signature) Address: ________________________ Name: ___________________________ __________________________ Title: __________________________ __________________________ (Please Type or Print) (Including Zip Code) Area Code and Telephone Number: Dated: ____________________, 1998 - --------------------------------- DO NOT SEND CERTIFICATES FOR 144A NOTES WITH THIS FORM. ACTUAL SURRENDER OF 144A NOTES MUST BE MADE TO THE EXCHANGE AGENT PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. 4