EXHIBIT 10.21.1
SECOND AMENDMENT AND SUPPLEMENT
TO CREDIT AGREEMENT
This Second Amendment and Supplement to Credit Agreement
(herein called the "Second Amendment") is dated and effective as
of March 5, 1996, by and among NEWPARK RESOURCES, INC., a
Delaware corporation (the "Borrower"), SOLOCO L.L.C., a Louisiana
limited liability company and the successor by merger to SOLOCO,
Inc. ("SOLOCO L.L.C."), NEWPARK SHIPHOLDING TEXAS, L.P., a Texas
limited partnership ("Newpark Shipholding"), SOLOCO TEXAS, L.P.,
a Texas limited partnership ("SOLOCO Texas"), BATSON-MILL, L.P.,
a Texas limited partnership ("Batson"), MALLARD & MALLARD OF LA.,
INC., a Louisiana corporation ("Mallard"), NEWPARK TEXAS, L.L.C.,
a Louisiana limited liability company ("Newpark Texas"), NEWPARK
HOLDINGS, INC., a Louisiana corporation ("Holdings"), NEWPARK
ENVIRONMENTAL SERVICES, L.L.C., a Louisiana limited liability
company and the successor by merger to Newpark Environmental
Services, Inc. ("Environmental L.L.C."), and NEWPARK
ENVIRONMENTAL SERVICES, L.P., a Texas limited partnership
("Environmental L.P."; SOLOCO L.L.C., Newpark Shipholding, SOLOCO
Texas, Batson, Mallard, Newpark Texas, Holdings, Environmental
L.L.C. and Environmental L.P. are herein collectively called the
"Guarantors"), and HIBERNIA NATIONAL BANK ("Hibernia"), BANK ONE
TEXAS, N.A. ("Bank One"), and PREMIER BANK, NATIONAL ASSOCIATION
("Premier") (Hibernia, Bank One, and Premier are hereinafter
referred to individually as "Bank" and collectively as the
"Banks"), and PREMIER BANK, NATIONAL ASSOCIATION as agent for the
Banks (hereinafter in such capacity referred to as the "Agent").
RECITALS:
1. The Borrower, the Guarantors (except Environmental
L.L.C. and Environmental L.P.), Newpark Environmental Services,
Inc., Newpark Environmental Water Services, Inc., SOLOCO, Inc.,
the Banks, and the Agent are parties to that certain Credit
Agreement dated as of June 29, 1995, as amended and modified by
letter agreements thereto dated October 9, 1995 and January 8,
1996 (the said letter agreements are herein referred to as the
"First Amendment"). The Credit Agreement, as amended by the
First Amendment, is herein referred to as the Credit Agreement.
2. The Credit Agreement provides for (i) a revolving Line
of Credit in the aggregate principal amount of $25,000,000.00,
subject however, to a Line of Credit Borrowing Base limit of
$22,500,000.00 less issued and outstanding letters of credit, and
(ii) a Term Loan in the aggregate principal amount of
$25,000,000.00.
3. Subsequent to the execution of the Credit Agreement,
the following mergers and transfer of operations and assets
occurred: SOLOCO, Inc. was merged into SOLOCO L.L.C.; Newpark
Environmental Water Services, Inc. was merged into Newpark
Environmental Services, Inc.; Newpark Environmental Services,
Inc. was then merged into Environmental L.L.C.; and the Texas
operations and assets of Environmental L.L.C. were contributed to
Environmental L.P.
4. Each of SOLOCO, Inc., Newpark Environmental Services,
Inc., and Newpark Environmental Water Services, Inc. were
Guarantors under the Credit Agreement.
5. The Borrower and the Guarantors have requested that the
Banks (i) increase the Term Loan from $25,000,000.00 to
$35,000,000.00 and (ii) revise the Line of Credit Borrowing Base
so that the Line of Credit Borrowing Base equals Eligible
Receivables times eighty percent (80%) plus Batson's inventory of
lumber and logs on which the Banks have a first ranking security
interest times fifty percent (50%), up to the maximum amount of
$25,000,000.00 less the sum of the face amount of all outstanding
letters of credit issued under the Line of Credit Borrowing Base;
provided, however, the aggregate amount of all advances under the
Line of Credit based upon Batson's inventory of lumber and logs
times fifty percent (50%) shall not exceed $4,000,000.00.
6. The Banks are willing to accommodate the aforesaid
requests, subject to the following conditions and requirements:
(i) the execution of this Second Amendment for the purpose of
evidencing (a) the Term Loan increase of $10,000,000.00 and the
revision to the calculation of the Line of Credit Borrowing Base,
(b) a revision of Section 8.06 of the Credit Agreement to reflect
the revised calculation of the Line of Credit Borrowing Base,
(c) an additional limitation on advances and borrowings under the
Line of Credit to reflect that no more than twenty percent (20%)
of the outstanding balance at any particular time under the Line
of Credit can be dependent on Eligible Receivables owed by a
single account debtor, and (d) all other necessary or
contemplated changes; (ii) the execution by the Borrower of
additional Term Notes in the aggregate amount of $10,000,000.00;
(iii) the execution by the Borrower and the Guarantors of new
Continuing Guaranty agreements in favor of the Agent for the pro
rata benefit of the Banks in the amount of $60,000,000.00 plus
interest, costs, and attorney's fees; (iv) the execution of UCC-3
financing statement amendments to evidence the mergers and
transfer of operations and assets mentioned above; (v) the
execution of Security Agreements and Financing Statements by each
of Environmental L.L.C. and Environmental L.P. in favor of the
Agent for the pro rata benefit of the Banks, and affecting all
accounts, general intangibles, inventory, equipment, and deposit
accounts; (vi) the execution by the Borrower, SOLOCO Texas,
Mallard, SOLOCO L.L.C., and Batson of amendments to the Security
Agreements dated June 29, 1995 executed by each of the aforesaid
parties in favor of the Agent for the pro rata benefit of the
Banks, to make it clear that the indebtedness arising under or
pursuant to the Credit Agreement, as amended by this Second
Amendment, continues to be secured by the Security Agreements;
and (vii) payment of a facility fee in the amount of .375% of
$12,500,000.00, by the Borrower to the Agent for the pro rata
benefit of Premier and Hibernia.
7. Under the Credit Agreement the present Ratable Share of
each of the Banks in the Line of Credit and Term Loan is as
follows: Premier - 40%; Hibernia - 30%; and Bank One - 30%.
8. Subsequent to the execution of the Credit Agreement,
Premier became part of the Banc One Corporation family of banks.
9. Premier and Bank One have agreed that Premier will
purchase from Bank One and Bank One will sell, assign, and
transfer to Premier: (i) Bank One's obligation to make loans and
advances under the Line of Credit, the existing indebtedness of
the Borrower to Bank One under Bank One's Revolving Note dated
June 29, 1995 in the face amount of $7,500,000.00, and Bank One's
unfunded liabilities associated with outstanding letters of
credit issued under the Credit Agreement, to be effective upon
execution of this Second Amendment; and (ii) the indebtedness of
the Borrower to Bank One under Bank One's Term Note dated June
29, 1995 in the face amount of $7,500,000.00, to be effective on
December 20, 1996.
10. The Term Loan increase of $10,000,000.00 will be funded
70% by Premier and 30% by Hibernia.
11. Upon the execution of this Second Amendment, the
Ratable Share of each of the Banks in the Line of Credit and Term
Loan (as increased) will be: Premier - 57-1/2%; Bank One - 12-
1/2%; and Hibernia - 30%. On December 20, 1996, the effective
date of the transaction between Premier and Bank One discussed in
part (ii) of RECITAL 9 above, Bank One will no longer be a party
to the Credit Agreement, and the Ratable Share of Premier and
Hibernia in the Line of Credit and Term Loan (as increased) will
be: Premier - 70%; and Hibernia - 30%.
12. All capitalized terms used herein are used as defined
in the Credit Agreement, except as otherwise expressly provided
in this Second Amendment.
NOW THEREFORE, in consideration of the premises, the parties
hereto do hereby amend and supplement the Credit Agreement, and
agree and obligate themselves as follows:
A. RATABLE SHARE REVISION. The second and third
sentences in the second paragraph on page 1 of the Credit
Agreement are hereby deleted and replaced with the following:
Notwithstanding any provision herein
contained to the contrary, the Banks'
agreement is limited to the Ratable Share of
each Bank in the Line of Credit and the Term
Loan. The term "Ratable Share" shall mean:
(i) from June 29, 1995 through March 4, 1996,
in the case of Premier, 40%, in the case of
Hibernia, 30%, and in the case of Bank One,
30%; (ii) from March 5, 1996 through December
19, 1996, in the case of Premier, 57-1/2%, in
the case of Hibernia, 30%, and in the case of
Bank One, 12-1/2%; and (iii) effective
December 20, 1996, in the case of Premier,
70%, and in the case of Hibernia, 30%. In
addition, the parties hereto agree that as of
March 5, 1996, the Line of Credit Ratable
Share is as follows: Premier - 70%, Hibernia
- 30%, and Bank One - 0%. The Borrower and
the Guarantors hereby acknowledge and consent
to the transactions described in RECITAL 9
above, and agree that Bank One is no longer a
party to the Line of Credit and that as of
December 20, 1996, Bank One shall no longer
be a party to this Agreement.
B. LINE OF CREDIT REVISIONS. Section 1.01 of the
Credit Agreement is hereby deleted in its entirety and replaced
with the following:
1.01 Revolving Line of Credit
Commitment. Subject to the terms and
conditions of this Agreement, Premier and
Hibernia agree to continue the establishment
in favor of the Borrower of a revolving line
of credit in the aggregate principal amount
of $25,000,000.00 (herein called the "Line of
Credit"), and the Borrower may request credit
advances under the Line of Credit and make
borrowing and re-borrowings thereunder;
provided, however, (a) direct advances to the
Borrower shall be limited to a maximum
aggregate principal amount equal to the Line
of Credit and (b) the aggregate principal
amount outstanding under the Line of Credit
shall never exceed at any time the lesser of
(i) the Line of Credit Borrowing Base or (ii)
$25,000,000.00. The Line of Credit shall
terminate on December 31, 1998 and no further
advances shall be made to the Borrower after
such termination date. The commitment of
Premier and Hibernia to extend funds to the
Borrower under the Line of Credit is limited
to each of their Line of Credit Ratable Share
of $25,000,000.00. In addition, the Line of
Credit shall remain subject to a sublimit of
$6,500,000.00 as provided in Section 1.07
below.
Section 1.02 of the Credit Agreement also is amended
and supplemented to reflect that the references to Bank or Banks
therein shall henceforth mean Premier and Hibernia. In addition,
the Borrower and the Guarantors acknowledge that the Revolving
Note dated June 25, 1995 by the Borrower in the amount of
$7,500,000.00 payable to the order of Bank One is now owned and
held by Premier.
Section 1.03 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
1.03. Borrowing Base. The Line of
Credit is subject to a borrowing base
(hereinafter referred to as the "Line of
Credit Borrowing Base"), calculated according
to the following formula: The Line of Credit
Borrowing Base equals Eligible Receivables
times eighty percent (80%) plus Batson's
inventory of lumber and logs on which the
Banks have a first ranking security interest
times fifty percent (50%), up to the maximum
amount of $25,000,000.00 less the sum of the
face amounts of all outstanding letters of
credit issued under the Line of Credit
Borrowing Base; provided, however, (i) the
aggregate amount of all advances under the
Line of Credit based upon Batson's inventory
of lumber and logs times fifty percent (50%)
shall not exceed $4,000,000.00 and (ii) no
more than twenty percent (20%) of the
outstanding principal balance under the Line
of Credit can be dependent on Eligible
Receivables owed by a single account debtor.
The term "Eligible Receivables" is herein
defined as the Accounts Receivable of the
Borrower, Environmental L.L.C., Mallard,
SOLOCO Texas, Batson, Environmental L.P., and
SOLOCO, L.L.C. (collectively the "Accounts
Grantors"), aged less than ninety (90) days
from the respective invoice dates thereof
less any related company accounts, potential
offsets, foreign accounts, discounts offered
and finance charges reasonably set aside by
the Agent; provided, however, Eligible
Receivables shall not include (i) the entire
current balance of those Accounts Receivable
not classified as Major Accounts in which
twenty percent (20%) of the aggregate of the
account balances owed by a particular account
debtor is aged ninety (90) days or more from
the date of invoice, and (ii) that portion of
any Major Account which is aged 90 days or
more from the date of invoice. Any Accounts
Receivable rendered ineligible due to the 20%
rule stated in (i) above shall render all
Accounts Receivable from that particular
account debtor ineligible. The term
"Accounts Receivable" is herein defined as
the accounts of Accounts Grantors now and
hereafter existing which are approved by the
Agent. The term "Major Accounts" is herein
defined as those accounts owed to any of the
Accounts Grantors by account debtors that are
major oil and industrial companies determined
in the sole discretion of Premier and
Hibernia to be Major Accounts based on the
credit quality of the account debtors. The
Agent will notify the Borrower in writing of
the periodic determination of Major Accounts.
The Agent reserves the right to exclude
accounts that are not Eligible Receivables.
If the Agent excludes any such account or
accounts, the Agent will provide the Borrower
with written notice thereof 30 days prior to
exclusion of the account or accounts. Any
credit balances arising from accounts that
are not Eligible Receivables will be excluded
from the Line of Credit Borrowing Base. The
initial determination of Major Accounts is
attached hereto as Exhibit A.
Section 1.08 of the Credit Agreement is hereby amended
and supplemented to reflect that the outstanding letter of credit
issued by Premier to Gray & Company, as of December 31, 1995, is
in the amount of $2,000,000.00.
Sections 1.04, 1.05, 1.06, 1.10, 1.11, 1.12, and 1.13
of the Credit Agreement are hereby amended and supplemented to
reflect that all references therein to Bank or Banks shall
henceforth mean Hibernia and Premier.
C. TERM LOAN REVISIONS. Section 2.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
2.01. Term Loan Commitment.
(a) Subject to the terms and conditions
of the Credit Agreement, each of the
Banks extended a term loan to the
Borrower in the aggregate principal
amount of $25,000,000.00 (the "Original
Term Loan"). The Original Term Loan by
each Bank was limited to each Bank's
original Ratable Share of
$25,000,000.00. The purpose of the
Original Term Loan was to refinance
existing indebtedness of the Borrower,
including indebtedness owed to Premier.
The indebtedness to be refinanced by the
Original Term Loan and, as necessary,
the Line of Credit, is described in
Exhibit E attached to the Credit
Agreement.
(b) Subject to the terms and conditions of the
Credit Agreement, as amended by the Second
Amendment, Premier and Hibernia have agreed to
extend an additional term loan to the Borrower in
the aggregate principal amount of $10,000,000.00
(the "Additional Term Loan"). Hibernia's portion
of the Additional Term Loan is $3,000,000.00 or
30% and Premier's portion is $7,000,000,00 or 70%.
The proceeds of the Additional Term are to be used
by the Borrower to pay down the outstanding
balance owed under the Line of Credit.
(c) All references in the Credit Agreement to the
Term Loan shall henceforth be deemed references to
both the Original Term Loan and the Additional
Term Loan.
Section 2.02 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
2.02 Term Notes. Each Bank's Ratable
Share of the Original Term Loan is evidenced
by a Term Note of the Borrower dated June 29,
1995, in the principal face amount of such
Bank's Ratable Share of $25,000,000.00,
payable to the order of such Bank. In
addition, the Additional Term Loan shall be
evidenced by two separate promissory notes of
the Borrower. One such note shall be in the
principal amount of $7,000,000.00 payable to
the order of Premier and the other note shall
be in the principal amount of $3,000,000.00
payable to the order of Hibernia. Each of
the notes evidencing a portion of the
Original Term Loan and Additional Term Loan
will be or are payable in monthly interest
installments and seventeen equal quarterly
principal payments commencing March 31, 1996
and continuing each quarter thereafter with a
final eighteenth quarterly principal
installment on June 30, 2000, at which time
the final quarterly principal payment shall
be due, together with all accrued and unpaid
interest (singly, a "Term Note"; collectively
the "Term Notes"). Notwithstanding the
foregoing, the Borrower understands and
agrees that the Term Notes shall be due and
payable on December 31, 1998 if the Line of
Credit is not renewed on or before such date
by Premier and Hibernia. The quarterly
principal payments will be in an amount
necessary to amortize the principal amount
thereof over a five year period commencing
June 29, 1995. The interest rate applicable
to the Term Notes shall be at the option of
the Borrower, either the Prime Rate or the
LIBOR Rate plus 2.25%, as such term is
defined in Section 3.01 below, subject to any
applicable rate adjustment as provided in
Section 3.02(e) below. All references in the
Credit Agreement to a Term Note or the Term
Notes shall henceforth be deemed references
to a note or the notes evidencing both the
Original Term Loan and the Additional Term
Loan.
Section 2.03 of the Credit Agreement is hereby amended
and supplemented to include the payment of a facility fee in the
amount of .375% of the $12,500,000.00 payable by the Borrower to
the Agent for the pro rata benefit of Premier and Hibernia.
D. REVISIONS TO SECURITY INTERESTS; GUARANTEES.
The Borrower and the Guarantors do hereby confirm all
prior grants of mortgages and security interests granted by them
as described in Section 4.01 of the Credit Agreement. To
evidence the agreement of the parties concerning the execution of
new Continuing Guaranty agreements, amendments to Security
Agreements, and the execution of a Security Agreement and
Financing Statement by each of Environmental L.L.C. and
Environmental L.P., subparagraphs (a) and (b) of Section 4.01 the
Credit Agreement are hereby deleted and replaced with the
following:
(a). Security Agreement and Financing
Statement executed on and dated
June 29, 1995 by each of the
Borrower, SOLOCO, Inc., Newpark
Environmental Services, Inc.,
Newpark Environmental Water
Services, Inc., SOLOCO Texas,
Mallard, SOLOCO L.L.C., and Batson
in favor of the Agent for the pro
rata benefit of the Banks affecting
all accounts, general intangibles,
equipment, and inventory of the
said parties, whether now or
hereafter existing, together with
all proceeds therefrom, as amended
by First Amendment to Security
Agreement dated March 5, 1996 by
each of the Borrower and the
Account Grantors; Security
Agreement and Financing Statement
by each of Environmental L.L.C. and
Environmental L.P. in favor of the
Agent for the pro rata benefit of
the Banks affecting all accounts,
general intangibles, equipment, and
inventory, whether now or hereafter
existing, together with all
proceeds therefrom; which foregoing
documents shall constitute a first
ranking lien and security interest
affecting the aforesaid collateral
except with respect to existing
liens securing indebtedness set
forth on Exhibit "G" or liens
permitted by the Banks;
(b). Continuing Guaranty agreements in
the amount of $60,000,000.00 (plus
interest, costs, and attorney's
fees) by each of the Borrower and
the Guarantors in favor of the
Agent for the pro rata benefit of
the Banks;
The Guarantors confirm the acknowledgment contained in
Section 4.02 of the Credit Agreement.
E. REVISION TO REPRESENTATIONS AND WARRANTIES.
Section 5.14 of the Credit Agreement is hereby deleted and
replaced with the following:
5.14. Generation of Accounts. As of March 5,
1996, the only subsidiaries and affiliates of the
Borrower generating accounts are SOLOCO Texas, SOLOCO
L.L.C., Batson, Environmental L.L.C. and Environmental
L.P.
F. REVISION TO REPRESENTATIONS AND WARRANTIES BY THE
GUARANTORS. Section 6.06 of the Credit Agreement is hereby
deleted and replaced with the following:
6.06 Chief Executive Offices; Employer
Identification Numbers. The chief executive office and
employer identification number of each Guarantor is as
shown on the revised Exhibit H attached to the Second
Amendment.
G. REVISION TO FINANCIAL COVENANTS. Section 8.06 of
the Credit Agreement is hereby deleted and replaced with the
following:
8.06 Debt Service Ratio. The Borrower shall
maintain a minimum total consolidated net income plus
depreciation, amortization and interest expense
(adjusted cash flow calculated on the trailing four
quarters) of 1.25 times total annual debt service
(total of all principal and interest payments due in
one year). For purposes of this calculation annual
debt service will also include the principal and
interest payments necessary to repay $23,000,000.00
(total available to be drawn under the Line of Credit
Borrowing Base less the $2,000,000.00 outstanding
letter of credit to Gray & Company) over a five year
period at the LIBOR Rate plus 2.00% (or the applicable
rate in accordance with the rate adjustment grid
attached hereto as Exhibit F). This covenant shall be
monitored and measured quarterly by the Agent for
compliance.
H. AFFIRMATION OF CREDIT AGREEMENT BY ENVIRONMENTAL
L.L.C. AND ENVIRONMENTAL L.P. Environmental L.L.C. and
Environmental L.P. do hereby acknowledge all obligations,
covenants, agreements, and duties imposed on the Guarantors by
the Credit Agreement, as amended by this Second Amendment. The
said obligations, covenants, agreements, and duties are
applicable to Environmental L.L.C. and Environmental L.P., as
Guarantors. All references in the Credit Agreement to the
Guarantors shall henceforth be deemed a reference to the
Guarantors as defined in the preamble to this Second Amendment.
I. REVISED BORROWING BASE AND COMPLIANCE
CERTIFICATES. Revised Borrowing Base and Compliance Certificates
are attached hereto as Revised Exhibits B and I.
J. MISCELLANEOUS PROVISIONS.
1. The Borrower agrees that nothing contained in
this Second Amendment shall constitute a novation.
2. In consideration of the Bank's execution of
this Second Amendment, the Borrower and the Guarantors do hereby
irrevocably waive any and all claims and/or defenses to payment
on the indebtedness owed by any of them to the Banks that may
exist as of the date of execution of this Second Amendment.
3. The Credit Agreement, as amended and
supplemented by this Second Amendment, is hereby ratified and
confirmed.
4. THE INTERNAL LAWS OF THE STATE OF LOUISIANA
AND OF THE UNITED STATES OF AMERICA SHALL GOVERN THE RIGHTS AND
DUTIES OF THE PARTIES HERETO AND THE VALIDITY, CONSTRUCTION,
ENFORCEMENT, AND INTERPRETATION OF THE CREDIT AGREEMENT, THE
SECOND AMENDMENT, AND ALL LOAN PAPERS EXECUTED IN CONNECTION
THEREWITH EXCEPT TO THE EXTENT OTHERWISE SPECIFIED IN THE CREDIT
AGREEMENT, AS AMENDED BY THIS SECOND AMENDMENT, OR IN ANY OF THE
RELATED LOAN PAPERS.
5. THE CREDIT AGREEMENT AND THIS SECOND
AMENDMENT ARE CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S.
6: Section 1121, ET. SEQ. THERE ARE NO ORAL AGREEMENTS
BETWEEN THE BANKS AND THE BORROWER.
6. THE CREDIT AGREEMENT, AS AMENDED BY THIS
SECOND AMENDMENT, SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR WRITTEN AND ORAL UNDERSTANDINGS BETWEEN THE BORROWER AND
THE GUARANTORS ON ONE HAND, AND THE BANKS AND/OR THE AGENT ON THE
OTHER HAND, WITH RESPECT TO THE MATTERS HEREIN SET FORTH. THE
CREDIT AGREEMENT, AS AMENDED BY THIS SECOND AMENDMENT, MAY NOT BE
MODIFIED OR AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY
THE BORROWER, THE GUARANTORS, THE BANKS, AND THE AGENT. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
7. IN THE EVENT IT IS NECESSARY FOR THE AGENT
AND/OR THE BANK TO RESORT TO JUDICIAL ACTION TO ENFORCE ITS/THEIR
RIGHTS HEREUNDER, THEN THE BORROWER AND GUARANTORS HEREBY AGREE
THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY SUCH JUDICIAL
ACTION, INCLUDING ANY OPPOSITION TO SUCH ACTION, RECONVENTIONAL
DEMANDS, AND CROSS CLAIMS, SHALL BE TRIED BEFORE A JUDGE WITHOUT
A JURY, ALL PARTIES HERETO HEREBY WAIVING THEIR RIGHT TO A JURY
TRIAL.
BORROWER:
NEWPARK RESOURCES, INC.
BY:_____________________________
MATTHEW W. HARDEY, VICE
PRESIDENT OF FINANCE AND CHIEF
FINANCIAL OFFICER
GUARANTORS:
NEWPARK ENVIRONMENTAL SERVICES,
L.L.C.
By:____________________________
MATTHEW W. HARDEY, TREASURER
NEWPARK SHIPHOLDING TEXAS, L.P.
By: Newpark Holdings, Inc., as
General Partner
By:____________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
SOLOCO TEXAS, L.P.
By: Newpark Holdings, Inc., as
General Partner
By:____________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
BATSON-MILL, L.P.
By: Newpark Holdings, Inc., as
General Partner
By:____________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
NEWPARK ENVIRONMENTAL SERVICES,
L.P.
By: Newpark Holdings, Inc., as
General Partner
By:______________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
MALLARD & MALLARD OF LA., INC.
By:____________________________
MATTHEW W. HARDEY, TREASURER
SOLOCO, L.L.C.
By:____________________________
MATTHEW W. HARDEY, TREASURER
NEWPARK TEXAS, L.L.C.
By:____________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
NEWPARK HOLDINGS, INC.
By:____________________________
MATTHEW W. HARDEY,
VICE PRESIDENT
BANKS:
HIBERNIA NATIONAL BANK
By:____________________________
Title:______________________
BANK ONE TEXAS, N.A.
By:____________________________
Title:______________________
PREMIER BANK,
NATIONAL ASSOCIATION
By:____________________________
Title: Vice President
AGENT:
PREMIER BANK,
NATIONAL ASSOCIATION
By:____________________________
Title: Vice-President
REVISED EXHIBIT B
Borrowing Base Certificate
Borrower: Newpark Resources, Inc.
Date: ______________
A. Eligible Accounts Receivable as $
Described in the Credit Agreement Between Banks,
the Agent and Newpark Resources, Inc., Dated June 29,
1995, as amended
B. Advance Rate x.80
C. Accounts Receivable Portion of
Borrowing Base (80% of "A") $
D. Eligible Batson-Mill inventory $
E. Advance Rate x.50
F. Inventory Portion of Borrowing Base (not to exceed
$4,000,000.00) $
G. Total Collateral Base Available ("C" + "F",
but not to exceed $25,000,000.00) $
H. LESS: Outstanding Letters of Credit included in
borrowing base $
I. LESS: Existing Line Balance $
J. Excess Net Collateral Base $
K. LESS: Requested Draw Amount $
I hereby certify that I am authorized to submit this Line
of Credit request and Borrowing Base Certificate on behalf
of Newpark Resources, Inc. and that the above information
is accurate and conforms to the terms and conditions set
forth in the Credit Agreement dated June 29, 1995, as
amended, and is based upon the Accounts Receivable Aging
dated __________. The Requested Draw Amount is to be a
__________ Prime Rate Loan or a _________ LIBOR Loan. If a
LIBOR Loan, the requested Rate Period is _____ 30 days,
_____ 60 days, or _____ 90 days.
I further certify that as of the date hereof, no condition,
event, or act which, with or without notice or lapse of
time or both, would constitute an event of default under
the Restated Credit Agreement. Also, the best of our
knowledge, Newpark Resources, Inc. and the Guarantors
(as defined in the Credit Agreement) have complied with
all provisions of the Credit Agreement, as amended.
________________________________
As Authorized Agent for Newpark
Resources, Inc.
REVISED EXHIBIT I
Compliance Certificate
(Date)
Premier Bank, National Association
P. O. Box 3248
Lafayette, Louisiana 70502
Attention: Mrs. Rose M. Miller
Re: Compliance Certificate
Dear Mrs. Miller:
This compliance certificate is submitted pursuant to Section 7.11 of
that certain Credit Agreement dated as of June 29, 1995, as amended by letter
agreements dated October 9, 1995 and January 8, 1996, and by Second Amendment
and Supplement to Credit Agreement dated as of March 5, 1996 (the "Credit
Agreement"), by and among the undersigned, Newpark Environmental Services,
L.L.C., Newpark Environmental Services, L.P., Mallard & Mallard of La., Inc.,
Newpark Shipholding Texas, L.P., SOLOCO Texas, L.P., Batson-Mill, L.P., SOLOCO
L.L.C., Newpark Texas, L.L.C., Newpark Holdings, Inc., Hibernia National Bank,
Bank One Texas, N.A., and Premier Bank, National Association (individually,
and as Agent for the said Banks).
Under the appropriate sections of the Credit Agreement, we certify that,
to the best of our knowledge and belief, no condition, event, or act which,
with or without notice or lapse of time or both, would constitute an event of
default under the terms of the Credit Agreement, has occurred during the 3
month period ending ______________ (the "Reporting Period"). Also, to the
best of our knowledge, the undersigned the Guarantors (as defined in the
Credit Agreement) have complied with all provisions of the Credit Agreement.
Additionally, the undersigned submits the following financial
information for the Reporting Period in accordance with the covenants
contained in Section 8 of the Credit Agreement.
Current Ratio (Section 8.01)
Consolidated Current Assets.............................$_______________
Consolidated Current Liabilities........................$_______________
Current Ratio ..........................................$_______________
Minimum Current Ratio-Allowed........................... 1.20X
Debt Worth Ratio (Section 8.02)
Total Consolidated Liabilities .........................$_______________
Total Consolidated Tangible Net Worth ..................$_______________
Ratio ..................................................$_______________
Total Consolidated Liabilities to Total
Consolidated Tangible Net Worth Allowed .............. 1.0X
Minimum Tangible Net Worth (Section 8.03)
Consolidated Tangible Net Worth ........................$_______________
Annual Net Income for year ending
_________________ ....................................$_______________
75% of Annual Net Income ...............................$_______________
Minimum Tangible Net Worth Required
($58,796,000.00 + 75% of Annual Net Income............$_______________
Book Value of Fixed Assets (Section 8.05)
Book Value of Fixed Assets of Borrower
and Guarantors .......................................$_______________
(excluding assets subject to outside
financing)
Outstanding Amount under Term Notes ....................$_______________
Minimum Book Value Required ............................$1.75 X
Outstanding Term
Note Amount
Sale of Assets (Section 8.05)
Asset Sale for replacement purposes..................... yes no
Amount .................................................$_______________
Permitted Amount .......................................$ 250,000.00
Applied to Debt ........................................ yes no
Debt Service Ratio (Section 8.06)
Total Consolidated Net Income Plus Depreciation
Plus Amortization and Interest Expense................$_______________
Total Annual Debt Service ..............................$_______________
Ratio Required ......................................... 1.25 X 1.0
(see Section 8.06
for calculation)
Sincerely,
NEWPARK RESOURCES, INC.
By:___________________________
Title:_____________________
Date:______________________
REVISED EXHIBIT H
Chief Executive Office and
Employer Identification Numbers
of Guarantors
Mallard & Mallard of La., Inc.
EIN 74-2062791
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Newpark Environmental Services, L.L.C.
EIN 72-0770718
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Newpark Environmental Services, L.P.
EIN 72-1312748
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Newpark Holdings, Inc.
EIN 72-1286594
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Newpark Texas, L.L.C.
EIN 72-1286789
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
SOLOCO, L.L.C.
EIN 72-1286785
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Batson-Mill, L.P.
EIN 72-1284721
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
Newpark Shipholding Texas, L.P.
EIN 72-1286763
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002
SOLOCO Texas, L.P.
EIN 72-1284720
3850 N. Causeway Boulevard
Suite 1770
Metairie, LA 70002