EXHIBIT 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This Second Amendment dated as of July 31, 2002 (this "Second
Amendment") to that certain Amended and Restated Credit Agreement, dated as of
January 31, 2002, as amended by First Amendment to Amended and Restated Credit
Agreement dated as of April 30, 2002 (the "Credit Agreement"), is among Newpark
Resources, Inc., a Delaware corporation, the Lenders, Bank One, NA, a national
banking association with its main office in Chicago, Illinois, individually as a
Lender, as Administrative Agent, and as LC Issuer, and the undersigned
Guarantors.
WHEREAS, the parties wish to make certain modifications to the Credit
Agreement;
NOW, THEREFORE, the parties hereto do hereby amend the Credit Agreement
on the terms and conditions hereof and do hereby agree as follows:
1. Unless otherwise defined herein, all defined terms used in this
Second Amendment shall have the same meaning ascribed to such terms in the
Credit Agreement.
2. Sections 6.24.1, 6.24.2, and 6.24.3 of the Credit Agreement are
hereby amended and restated to read in their entirety as follows:
6.24.1. Fixed Charge Coverage Ratio. The Borrower will not
permit the ratio, determined as of the end of each of its fiscal
quarters, of (i) Consolidated EBITDA for the fiscal quarter then ended,
minus (ii) $1,500,000.00 for maintenance capital expenditures for the
fiscal quarter then ended, minus (iii) the average of stock repurchases
and/or retirements permitted under Section 6.10 (exclusive of
redemptions under Section 6.10 (iii) if the Tranche A Loans referenced
therein are repaid in full from proceeds of the issuance of Borrower's
common stock within ten (10) days after such redemption) over the
immediately preceding four fiscal quarters to (x) Consolidated Interest
Expense for the fiscal quarter then ended, plus (y) scheduled principal
payments on Consolidated Indebtedness for the fiscal quarter then
ended, plus (z) cash dividends on Existing Preferred Stock paid during
the fiscal quarter then ended, all calculated for the Borrower and its
Subsidiaries on a consolidated basis, to be less than the following:
<Table>
<Caption>
Quarters ending: Ratio:
December 31, 2001 3.00 to 1.00
March 31, 2002 2.25 to 1.00
June 30, 2002 2.50 to 1.00
September 30, 2002 2.25 to 1.00
All quarters ending thereafter 3.00 to 1.00
</Table>
6.24.2. Leverage Ratio. The Borrower will not permit the
ratio, determined as of the end of each of its fiscal quarters, of (i)
Consolidated Funded Indebtedness to (ii)
Consolidated EBITDA at the end of each of its fiscal quarters,
annualized, all calculated for the Borrower and its Subsidiaries on a
consolidated basis, to be greater than the following:
<Table>
<Caption>
Quarters ending: Ratio:
December 31, 2001 3.00 to 1.00
March 31, 2002 4.00 to 1.00
June 30, 2002 5.50 to 1.00
September 30, 2002 4.00 to 1.00
December 31, 2002 3.00 to 1.00
All quarters ending thereafter 2.75 to 1.00
</Table>
6.24.3. Senior Indebtedness Leverage Ratio. The Borrower will
not permit the ratio, determined as of the end of the Second Quarter
only, of (i) Consolidated Funded Indebtedness less Subordinated
Indebtedness to (ii) Consolidated EBITDA at the end of each of its
fiscal quarters, annualized, all calculated for the Borrower and its
Subsidiaries on a consolidated basis, to be greater than the following:
<Table>
December 31, 2001 1.50 to 1.00
March 31, 2002 1.50 to 1.00
June 30, 2002 2.25 to 1.00
All quarters ending thereafter 1.50 to 1.00
</Table>
3. The Pricing Schedule attached to the Credit Agreement is amended and
restated in its entirety pursuant to the Pricing Schedule attached to this
Second Amendment.
4. Except to the extent its provisions are specifically amended,
modified or superseded by this Second Amendment, the representations, warranties
and affirmative and negative covenants of the Borrower contained in the Credit
Agreement are incorporated herein by reference for all purposes as if copied
herein in full. The Borrower hereby restates and reaffirms each and every term
and provision of the Credit Agreement, as amended, including, without
limitation, all representations, warranties and affirmative and negative
covenants. Except to the extent its provisions are specifically amended,
modified or superseded by this Second Amendment, the Credit Agreement, as
amended, and all terms and provisions thereof shall remain in full force and
effect, and the same in all respects are confirmed and approved by the parties
hereto.
5. Each Guarantor hereby consents to the execution of this Second
Amendment and reaffirms its Guaranty of all of the obligations of the Borrower.
Each such Guarantor further acknowledges and consents to any increase in the
obligations owed by such Guarantor as the result of this Second Amendment.
Borrower and Guarantor acknowledge and agree that this Second Amendment of the
Credit Agreement shall not be considered a novation or a new contract. Borrower
and Guarantor acknowledge that all existing rights, titles, powers, Liens,
security interests and estates in favor of the Lenders constitute valid and
existing obligations and Liens and security interests as against the Collateral
in favor of the Administrative Agent for the benefit of the Lenders. Borrower
and each Guarantor confirm and agree that (a) neither the
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execution of this Second Amendment nor the consummation of the transactions
described herein shall in any way effect, impair or limit the covenants,
liabilities, obligations and duties of the Borrower and each Guarantor under the
Loan Documents and (b) the obligations evidenced and secured by the Loan
Documents continue in full force and effect. Each Guarantor hereby further
confirms that it unconditionally guarantees to the extent set forth in the
Guaranty the due and punctual payment and performance of any and all amounts and
obligations owed the Borrower under the Credit Agreement or the other Loan
Documents.
6. This Second Amendment may be executed in any number of counterparts
and all of such counterparts taken together shaft be deemed to constitute one
and the same instrument.
7. THIS SECOND AMENDMENT AND THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS LOUISIANA, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
Amended and Restated Credit Agreement to be duly executed as of the date first
above written.
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BORROWER:
NEWPARK RESOURCES, INC.
By:
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John R. Dardenne, Sr.
Title: Treasurer
GUARANTORS:
EXCALIBAR MINERALS INC.,
MALLARD & MALLARD OF LA., INC.,
NEWPARK HOLDINGS, INC.,
SUPREME CONTRACTORS, L.L.C.,
NEWPARK DRILLING FLUIDS, LLC,
NEWPARK ENVIRONMENTAL SERVICES, L.L.C.,
NEWPARK ENVIRONMENTAL MANAGEMENT COMPANY,
L.L.C.,
NEWPARK TEXAS, L.L.C.,
EXCALIBAR MINERALS OF LA., L.L.C., and
SOLOCO, L.L.C.
By:
--------------------------------------
John R. Dardenne, Sr., Treasurer
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BATSON MILL, L.P.,
NEWPARK ENVIRONMENTAL SERVICES OF TEXAS,
L.P.,
NEWPARK SHIPHOLDING TEXAS, L.P.,
NID, L.P.,
SOLOCO TEXAS, L.P.,
NES PERMIAN BASIN, L.P. and
NEWPARK ENVIRONMENTAL SERVICES
MISSISSIPPI, L.P.
By: Newpark Holdings, Inc., the general
partner of each
By:
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John R. Dardenne, Sr., Treasurer
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BANK ONE, NA,
(Main Office, Chicago)
Individually as a Lender and as
Administrative Agent and as LC
Issuer
By:
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Title: Director, Capital Markets
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Title:
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ROYAL BANK OF CANADA
By:
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Title: Manager
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HIBERNIA NATIONAL BANK
By:
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Title: Vice President
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COMERICA BANK
By:
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Title: Assistant Vice President
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WHITNEY NATIONAL BANK
By:
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Title:
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