FOURTH AMENDMENT AND SUPPLEMENT
TO CREDIT AGREEMENT
This Fourth Amendment and Supplement to Credit Agreement
(herein called the "Fourth Amendment") is dated and effective as
of December 23, 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"), and BANK
ONE, LOUISIANA, N.A. ("Bank One Louisiana") (f/k/a PREMIER BANK,
NATIONAL ASSOCIATION) (Hibernia and Bank One Louisiana 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, Bank One Texas, N.A., 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"), by Second Amendment and Supplement to Credit
Agreement dated as of March 5, 1996 (the "Second Amendment"), and
by Third Amendment and Supplement to Credit Agreement dated as of
June 27, 1996 (the "Third Amendment"). The Credit Agreement, as
amended by the First Amendment, the Second Amendment, and the
Third Amendment, is herein referred to as the Credit Agreement.
2. Bank One Texas, N.A. is no longer a party to the
Credit Agreement. Pursuant to assignments, Bank One Texas, N.A.
has assigned its Revolving Note and Term Note to Bank One
Louisiana.
3. The Borrower and the Guarantors have requested that
the Banks (i) eliminate the Line of Credit Borrowing Base, (ii)
accept quarterly financial reports instead of monthly financial
reports, (iii) allow the Borrower and the Guarantors to incur on
an annual basis not more than $5,000,000.00 in the aggregate of
other indebtedness, (iv) approve the Borrower's guarantee of the
indebtedness of Newpark Shipholding associated with the shipyard
previously owned by Newpark Shipholding, said guarantee not to
exceed $10,000,000.00, and (v) allow the Borrower and the
Guarantors to guarantee indebtedness up to the total aggregate
amount of $5,000,000.00 without obtaining the Banks' or the
Agent's approval.
4. The Banks are willing to accommodate the aforesaid
requests, subject to the following conditions: (i) the execution
of this Fourth Amendment by the Borrower and the Guarantors; and
(ii) delivery by the Borrower and the Guarantors to the Agent of
certified resolutions authorizing the agreements contemplated by
this Fourth Amendment.
5. All capitalized terms used herein are used as defined
in the Credit Agreement, except as otherwise expressly provided
in this Fourth 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. ELIMINATION OF LINE OF CREDIT BORROWING BASE.
Section 1.03 of the Credit Agreement are hereby deleted. In
addition, all other references in the Credit Agreement to the
Line of Credit Borrowing Base are hereby deleted.
B. FINANCIAL REPORTING REVISION. Section 7.01 of
the Credit Agreement is hereby amended to delete the requirement
that the Borrower furnish monthly consolidated interim financial
statements, and supplemented to include the following:
The Borrower shall furnish to the
Agent and the Banks within forty-
five (45) days after the close of
each quarter, a consolidated interim
financial statement (which may or
may not conform to generally
accepted accounting principles)
consisting of a balance sheet and
income statement).
C. NEGATIVE COVENANTS REVISION.
1. GUARANTEES. Section 9.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
9.01. Guarantees. Except for the
(i) Continuing Guarantees
contemplated under Subsection 4.01(b)
above, (ii) guarantees by the
Borrower required for the normal day-
to-day operations of the Guarantors,
(iii) guarantees by the Borrower or
any of the Guarantors to third
parties in an aggregate amount not to
exceed $5,000,000.00, and (iv)
guarantee not to exceed
$10,000,000.00 by the Borrower of the
indebtedness of Newpark Shipholding
associated with the shipyard
previously owned by Newpark
Shipholding, the Borrower and the
Guarantors shall not become a
guarantor, surety, or otherwise
liable for the debts or other
obligations of any person, firm or
corporation.
2. OTHER INDEBTEDNESS. Section 9.02 of the
Credit Agreement is hereby deleted in its entirety and replaced
with the following:
9.02. Other Indebtedness. Until the
full and final payment of the Secured
Notes the Borrower and each of the
Guarantors shall not create or incur
any direct indebtedness in excess of
$5,000,000.00 in the aggregate on an
annual basis, without first obtaining
the prior written consent of the
Agent. The aggregate annual limit of
$5,000,000.00 was fixed by the Bank
to allow the Borrower and Guarantors
to take advantage of below market
interest rates on construction
equipment purchases or financing of
equipment in connection with export
to foreign markets.
D. CONFIRMATION OF CROSS COLLATERALIZATION AND CROSS
DEFAULT. The parties hereto agree that the Notes and Secured
Notes shall continue to be secured by the security interests,
mortgages, agreements and guarantees described in, and executed
pursuant to, the Credit Agreement. Similarly, the Notes and
Secured Notes shall continue to be subject to the Events of
Default specified in the Credit Agreement.
E. MISCELLANEOUS PROVISIONS.
1. The Borrower agrees that nothing contained
in this Fourth Amendment shall constitute a novation.
2. In consideration of the Bank's execution of
this Fourth 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 Fourth Amendment.
3. The Credit Agreement, as amended and
supplemented by this Fourth 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
FOURTH AMENDMENT, AND ALL LOAN PAPERS EXECUTED IN CONNECTION
THEREWITH EXCEPT TO THE EXTENT OTHERWISE SPECIFIED IN THE CREDIT
AGREEMENT, AS AMENDED BY THIS FOURTH AMENDMENT, OR IN ANY OF THE
RELATED LOAN PAPERS.
5. THE CREDIT AGREEMENT AND THIS FOURTH
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
FOURTH 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 FOURTH 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, LOUISIANA, N.A.
By:______________________________
Title: Vice President
AGENT:
BANK ONE, LOUISIANA, N.A.
By:____________________________
Title: Vice-President
32983.327