THIRD AMENDMENT AND SUPPLEMENT
TO CREDIT AGREEMENT
This Third Amendment and Supplement to Credit Agreement
(herein called the "Third Amendment") is dated and effective as
of June 27, 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 BANK ONE, LOUISIANA, N.A. ("Bank
One Louisiana") (f/k/a PREMIER BANK, NATIONAL ASSOCIATION)
(Hibernia, Bank One, and Premier are hereinafter referred to
individually as "Bank" and collectively as the "Banks"), and BANK
ONE, LOUISIANA, N.A. (f/k/a 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 (the "Credit Agreement"), 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"), and by Second
Amendment and Supplement to Credit Agreement dated as of March 5,
1996 (the "Second Amendment"). The Credit Agreement, as amended
by the First Amendment and the Second Amendment, is herein
referred to as the Credit Agreement.
2. The Borrower and the Guarantors have requested that
Bank One Louisiana extend a 60-day term loan to the Borrower in
the principal amount of $2,000,000.00.
3. Bank One Louisiana, with the consent of Hibernia and
Bank One, is willing , subject to the terms and conditions of
this Third Amendment, to extend a 60-day term loan to the
Borrower in the principal amount of $2,000,000.00.
4. All capitalized terms used herein are used as defined
in the Credit Agreement, except as otherwise expressly provided
in this Third 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. $2,000,000.00 TERM LOAN BY BANK ONE LOUISIANA TO
THE BORROWER. Subject to the terms and conditions of this Third
Amendment, Bank One Louisiana agrees to extend a 60-day term loan
to the Borrower in the principal amount of $2,000,000.00. The
said term loan shall be evidenced by the promissory note of the
Borrower dated June 27, 1996 in the principal amount of
$2,000,000.00, payable to the order of Bank One Louisiana with
interest at the LIBOR Rate plus 2% (the "$2,000,000 Term Note").
The payment of all principal and interest under the $2,000,000
Term Note shall be as specified in the $2,000,000 Term Note. The
proceeds of the $2,000,000 Term Note shall be used to acquire
board road mats. All parties to this Third Amendment acknowledge
their consent and understanding that the term loan provided for
in this paragraph A, as evidenced by the $2,000,000 Term Note,
will be funded one hundred percent (100%) by Bank One Louisiana.
B. REFERENCES. All references in the Credit
Agreement to Premier shall henceforth be deemed a reference to
Bank One, Louisiana, N.A. All references in the Credit Agreement
to Notes, Term Notes, and Term Loans shall henceforth be deemed
to include the term loan provided for in paragraph A above and
the $2,000,000 Term Note; provided, however, it is understood and
agreed that the $2,000,000 Term Note will be funded one hundred
percent (100%) by Bank One Louisiana.
C. CROSS COLLATERALIZATION AND CROSS DEFAULT. The
parties hereto agree that the term loan provided for in paragraph
A above and the $2,000,000 Term Note shall be secured by the
security interests, mortgages, agreements and guarantees
described in, and executed pursuant to, the Credit Agreement.
Similarly, the said term loan and $2,000,000 Term Note shall also
be subject to the Events of Default specified in the Credit
Agreement.
D. MISCELLANEOUS PROVISIONS.
1. The Borrower agrees that nothing contained
in this Third Amendment shall constitute a novation.
2. In consideration of the Bank's execution of
this Third 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 Third Amendment.
3. The Credit Agreement, as amended and
supplemented by this Third 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, THIS
THIRD AMENDMENT, AND ALL LOAN PAPERS EXECUTED IN CONNECTION
THEREWITH EXCEPT TO THE EXTENT OTHERWISE SPECIFIED IN THE CREDIT
AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, OR IN ANY OF THE
RELATED LOAN PAPERS.
5. THE CREDIT AGREEMENT AND THIS THIRD
AMENDMENT ARE CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S.
6: 1121, ET. SEQ. THERE ARE NO ORAL AGREEMENTS BETWEEN THE
BANKS AND THE BORROWER.
6. THE CREDIT AGREEMENT, AS AMENDED BY THIS
THIRD 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 THIRD 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:_________________________
BANK ONE, LOUISIANA, N.A.
By:____________________________
Title: Vice President
AGENT:
BANK ONE, LOUISIANA, N.A.
By:____________________________
Title: Vice-President
32983.327