Exhibit 99.2
AGREEMENT
AGREEMENT ("Agreement") dated as of June 24, 1999 among Newpark Resources,
Inc., a Delaware corporation ("Newpark"), Tuboscope Inc., a Delaware corporation
("Tuboscope"), and SCF-IV, L.P., a Delaware limited partnership (the
"Stockholder").
W I T N E S S E T H:
WHEREAS, the Stockholder owns an aggregate of 150,000 shares (the "Shares")
of Series A Cumulative Perpetual Preferred Stock, par value $.01 per share, of
Newpark which Shares Stockholder acquired pursuant to a Purchase Agreement (the
"Purchase Agreement") by and among Newpark and Stockholder dated as of April 8,
1999;
WHEREAS, Stockholder also acquired pursuant to the Purchase Agreement a
Warrant (the "Warrant") dated April 16, 1999 to purchase 2,400,000 shares of
common stock, par value $.01 per share, of Newpark;
WHEREAS, Stockholder and Newpark entered into a Registration Rights
Agreement (the "Registration Rights Agreement") by and among Newpark and
Stockholder dated as of April 16, 1999;
WHEREAS, Newpark and Tuboscope are prepared to enter into an Agreement and
Plan of Merger to be dated as of the date hereof in the form provided to
Stockholder (the "Merger Agreement") providing for the merger of Newpark with
and into Tuboscope (the "Merger") and the conversion of the Shares upon the
consummation of the Merger into shares of common stock of Tuboscope;
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The Stockholder hereby consents to and votes all Shares in favor of
approval of the Merger Agreement and the Merger. Notwithstanding the foregoing,
such consent and vote shall not be valid (i) if the Merger Agreement is
terminated; (ii) if the Merger does not become effective prior to March 31,
2000; (iii) if there is any amendment without Stockholder's written consent to
(x) Article II of the Merger Agreement, (y) Section 6.10(f) of the Merger
Agreement, or (z) any other provision of the Merger Agreement that would affect
the number of shares of Tuboscope common stock that Stockholder would receive on
or after the consummation of the Merger in respect of the Shares or upon
exercise of the Warrant; or (iv) if the Merger Agreement is amended without
Stockholder's written consent in a manner that would materially adversely affect
the Stockholder, the Shares or the Warrant.
2. Tuboscope and Stockholder agree that Section 5.6 and Section 5.9 of
the Purchase Agreement shall terminate and be of no further force or effect upon
consummation of the Merger.
3. Tuboscope agrees that on and after the consummation of the Merger,
Tuboscope will comply with Newpark's obligations under the Registration Rights
Agreement.
4. Tuboscope and Newpark agree that an Early Exercise Event (as such term
is defined in the Warrant) will occur in connection with the execution of the
Merger Agreement and that Stockholder will have the right to exercise the
Warrant on or after the date of the Merger Agreement and prior to the Expiration
Time (as such term is defined in the Warrant).
5. Tuboscope and Newpark agree to reimburse Stockholder for Stockholder's
reasonable out-of-pocket legal expenses incurred in connection with the
negotiation of this Agreement.
6. Newpark agrees to reimburse Stockholder for any filing fees and
reasonable out-of-pocket expenses, if any, incurred by Stockholder in complying
with the HSR Act (as such term is defined in the Merger Agreement) in connection
with the Merger.
7. This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors
and assigns, but shall not be assignable by any party hereto without the prior
written consent of the other parties hereto.
8. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas.
9. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, Newpark, Tuboscope and the Stockholder have each caused
this Agreement to be duly executed by their respective officers, each of whom is
duly authorized, all as of the day and year first above written.
NEWPARK RESOURCES, INC.
By: /s/ James D. Cole
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Name: James D. Cole
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Title: President
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TUBOSCOPE INC.
By: /s/ John F. Lauletta
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Name: John F. Lauletta
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Title: President and Chief Executive Officer
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SCF IV, L.P.
By: SCF-IV, G.P., Limited Partnership,
its General Partner
By: L.E. Simmons & Associates,
Incorporated, its General Partner
By: /s/ Anthony F. Deluca
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Name: Anthony F. Deluca
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Title: Chief Financial Officer
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