EXHIBIT 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This Third Amendment dated as of October 31, 2002 (this "Third
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 and by Second Amendment to Amended and
Restated Credit Agreement dated as of July 31, 2002 (collectively, 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
Third Amendment shall have the same meaning ascribed to such terms in the Credit
Agreement.
2. Section 2.5.3 of the Credit Agreement is hereby amended and restated
to read in its entirety as follow:
2.5.3. Increase in Aggregate Commitment. At any time after
Borrower's Leverage Ratio has been less than 3.50 to 1.00 for two
consecutive calendar quarters Borrower shall have the option to request
that the Tranche A Lenders increase their respective Tranche A
Commitments such that the Aggregate Tranche Commitment shall be
increased to an amount not in excess of $119,500,000.00, but no Tranche
A Lender shall have any obligation whatsoever to agree to any such
requested increase, and each Tranche A Lender may in its sole and
absolute discretion reject any such requested increase. If the Tranche A
Lenders do not agree to increase their respective Tranche A Commitments
by amounts sufficient to provide the entire amount of the requested
increase in the Aggregate Tranche A Commitment, the Administrative Agent
shall have the right to admit additional Tranche A Lenders, if any are
agreeable, to increase the Aggregate Tranche A Commitment to the amount
requested by the Borrower, up to the maximum amount of $119,500,000.00.
In such event, the Pro Rata Tranche A Share of the existing Lenders
automatically shall be adjusted. In the event of such increase, whether
by increase in the respective Tranche A Commitments of existing Tranche
A Lenders or by admission of additional Tranche A Lenders, the Pro Rata
Share of the Lenders automatically shall be adjusted.
3. 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 for such fiscal quarter
and the immediately preceding three fiscal quarters (exclusive of
redemptions under Section 6.10 (iii)) 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
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quarter then ended, all calculated for the Borrower and its
Subsidiaries on a consolidated basis, to be less than the following:
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 1.75 to 1.00
All quarters ending thereafter 3.00 to 1.00
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:
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 5.25 to 1.00
December 31, 2002 3.00 to 1.00
All quarters ending thereafter 2.75 to 1.00
6.24.3. Senior Indebtedness 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 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:
Quarters ending: Ratio:
December 31, 2001 1.50 to 1.00
March 31, 2002 1.50 to 1.00
June 30, 2002 2.25 to 1.00
September 30, 2002 2.25 to 1.00
All quarters ending thereafter 1.50 to 1.00
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4. Except to the extent its provisions are specifically amended,
modified or superseded by this Third 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 Third 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 Third
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 Third Amendment.
Borrower and Guarantor acknowledge and agree that this Third 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 execution of this
Third 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 Third 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 THIRD 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 Third Amendment to
Amended and Restated Credit Agreement to be duly executed as of the date first
above written.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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BORROWER:
NEWPARK RESOURCES, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx.
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: /s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx., Treasurer
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XXXXXX 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: /s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx., Treasurer
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BANK ONE, NA,
(Main Office, Chicago)
Individually as a Lender and as
Administrative Agent and as
LC Issuer
By: /s/ Bank One, NA
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Title: Director, Capital Markets
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CREDIT LYONNAIS NEW YORK BRANCH
By: Credit Lyonnaise New York Branch
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Title:
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XXXXX XXXX XX XXXXXX
By:
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Title: Manager
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HIBERNIA NATIONAL BANK
By: /s/ Hibernia National Bank
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Title: Vice President
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COMERICA BANK
By: /s/ Comerica Bank
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Title: Assistant Vice President
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WHITNEY NATIONAL BANK
By: /s/ Whitney National Bank
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Title:
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