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EXHIBIT 10.13
FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT (hereinafter
referred to as the "First Amendment") executed as of the 7th day of November,
1997, by and among NEWPARK RESOURCES, INC., a Delaware corporation
("Borrower"), SOLOCO, L.L.C., a Louisiana limited liability company ("SOLOCO,
L.L.C."), NEWPARK SHIPHOLDING TEXAS, L.P., a Texas limited partnership
("Newpark Shipholding"), MALLARD & MALLARD OF LA., INC., a Louisiana
corporation ("Mallard"), SOLOCO TEXAS L.P., a Texas limited partnership
("SOLOCO Texas"), XXXXXX-MILL, L.P., a Texas limited partnership ("Batson"),
N.I.D., L.P., a Texas limited partnership ("N.I.D."), NEWPARK TEXAS, L.L.C., a
Louisiana limited liability company ("Newpark Texas"), NEWPARK HOLDINGS, INC.,
a Louisiana corporation ("Holdings"), NEWPARK ENVIRONMENTAL MANAGEMENT COMPANY,
L.L.C., a Louisiana limited liability company ("Environmental L.L.C."), NEWPARK
ENVIRONMENTAL SERVICES OF TEXAS L.P., a Texas limited partnership
("Environmental L.P."), NEWPARK DRILLING FLUIDS, INC., a Texas corporation
("Newpark Drilling"), SUPREME CONTRACTORS, INC., a Louisiana corporation
("Supreme"), EXCALIBAR MINERALS, INC., a Texas corporation ("Excalibar"),
EXCALIBAR MINERALS OF LA., L.L.C., a Louisiana limited liability company
("Excalibar Minerals"), CHEMICAL TECHNOLOGIES, INC., a Texas corporation
("Chemical"), NEWPARK ENVIRONMENTAL SERVICES, INC., a Delaware corporation
("Newpark Services") and NEWPARK TEXAS DRILLING FLUIDS, L.P., a Texas limited
partnership ("Texas Drilling") (SOLOCO, L.L.C., Newpark Shipholding, Mallard,
SOLOCO Texas, Batson, N.I.D., Newpark Texas, Holdings, Environmental L.L.C.,
Environmental L.P., Newpark Drilling, Supreme, Excalibar, Excalibar Minerals,
Chemical, Newpark Services and Texas Drilling are herein collectively referred
to as the "Guarantors", and individually, "Guarantor"), BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION, a national banking association ("Bank One"), DEUTSCHE
BANK A.G., NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH ("Deutsche"), HIBERNIA
NATIONAL BANK, a national banking association ("Hibernia") and each of the
financial institutions which is a party hereto (as evidenced by the signature
pages to this First Amendment) or which may from time to time become a party
hereto or any successor or assignee thereof (hereinafter collectively referred
to as "Banks", and individually, "Bank") and Bank One, as Administrative and
Syndication Agent ("Agent") and Deutsche as Documentation Agent ("Co-Agent").
W I T N E S S E T H:
WHEREAS, Borrower, certain of the Guarantors, Bank One and Hibernia
entered into a Credit Agreement dated as of June 29, 1995 under the terms of
which Bank One and Hibernia agreed to provide Borrower with a revolving loan
facility in amounts of up to $25,000,000.00 and a term loan facility in amounts
of up to $25,000,000.00; and
WHEREAS, as of June 30, 1997 the Borrower, the Guarantors, the Agent,
the Co-Agent and the Banks entered into a Restated Credit Agreement to
consolidate all outstanding loan facilities into one facility in a maximum
amount of $90,000,000 (the Restated Credit Agreement is hereinafter referred to
as the "Credit Agreement"); and
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WHEREAS, the Borrower has requested that the Banks make an additional
$10,000,000 facility available to it and the Agent, the Co-Agent and the Banks
are willing to make such additional advance available to the Borrower.
NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement
as follows:
1. Unless otherwise defined herein, all defined terms used herein
shall have the same meaning ascribed to such terms in the Credit Agreement.
2. Section 1 of the Credit Agreement is hereby amended in the
following respects:
(a) The definition of "Note" or "Notes" is hereby
deleted in its entirety and the following inserted in lieu thereof:
"Note or Notes" shall mean collectively the Revolving
Notes and the Special Advance Notes."
(b) The definition of "Pro Rata" or "Pro Rata Part" is
hereby deleted in its entirety and the following new definition
inserted in lieu thereof:
"Pro Rata or Pro Rata Part" shall mean for each Bank,
(i) for all purposes where no Revolving Loan and/or Special
Advance is outstanding, such Bank's Revolving Commitment
Percentage and/or Special Advance Commitment Percentage, as
the case may be, and (ii) otherwise, the proportion which the
portion of the outstanding Revolving Loans and/or Special
Advance Loans, as the case may be, owed to such Bank bears to
the aggregate outstanding Revolving Loans and/or Special
Advances, as the case may be, owed to all Banks at the time in
question.
(c) By the addition of the following six new definitions
thereto:
"First Amendment" shall mean the First Amendment to
Restated Credit Agreement dated as of November 7, 1997,
executed by Borrower, Guarantor, Bank, Agent and the Co-Agent.
"Revolving Note or Revolving Notes" shall mean the
Revolving Notes substantially in the form of Exhibit "B"
hereto issued or to be issued hereunder to each Bank,
respectively, to evidence the indebtedness to such Bank
arising by reason of the Advances on the Revolving Loans,
together with all modifications, renewals and extensions
thereof or any part thereof."
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"Special Advance" is used herein as defined in
Section 2(g) hereof";
"Special Advance Commitment Percentage" shall mean
for each Bank the percentages set forth below:
Bank One 39.40%
Deutsche Bank 35.60%
Hibernia Bank 25.00%
"Special Advance Maturity Date" shall mean December
31, 1997;"
"Special Advance Note or Notes" shall mean the
Special Advance Notes substantially in the form of Exhibit
"B-1" hereto issued or to be issued hereunder to each Bank,
respectively, to evidence the indebtedness to such Bank
arising by reason of the Special Advance, together with all
modifications, renewals and extensions thereof or any part
thereof."
3. Section 2 of the Credit Agreement is hereby amended in the
following respects:
(a) By the addition of the following new sentence to the
end of Subsection (b) thereof as follows:
"The Special Advance shall be a one-time advance to
Borrower made at the date of the First Amendment."
(b) By the addition of a new Subsection (g) thereto as
follows:
"(g) Special Advance Facility. On the terms and
conditions hereinafter set forth, each Bank agrees severally
to make an Advance to Borrower in an amount equal to its
Special Advance Commitment Percentage times $10,000,000 (the
"Special Advance"). The Special Advance, once repaid, in
whole or in part, may not be reborrowed. The Special Advance
shall bear interest from time to time as set forth in Section
4 hereof. The election of the interest rate by Borrower made
from time to time shall be made by Borrower subject to the
applicable provisions of the Credit Agreement. Interest on
the Special Advance shall be payable on each Interest Payment
Date. All principal and accrued but unpaid interest on the
Special Advance shall be due and payable on the Special
Advance Maturity Date. A Facility Fee on the Special Advance
equal to
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1/8 of 1% of the Special Advance shall be due and payable on
the execution of the First Amendment."
4. Section 3 of the Credit Agreement is hereby amended in the
following respects:
(a) By the addition of a new sentence following the end
of the first sentence thereof:
"The Special Advance shall be evidenced by Notes in
the aggregate face amount of $10,000,000, in favor of each
Bank in the amount of their Pro Rata Part and shall be in the
form of Exhibit "B-1" hereto with appropriate insertions."
(b) By the deletion of Subsection (b) thereof in its
entirety and the insertion of the following in lieu thereof:
"(b) Issuance of Additional Notes - At the date of
the First Amendment there shall be three (3) Revolving Notes
in the aggregate face amount of $90,000,000; one payable to
Bank One in the face amount of $35,500,000, one payable to
Deutsche in the face amount of $32,000,000 and one payable to
Hibernia in the face amount of $22,500,000. At the date of
the First Amendment, there shall also be outstanding three
Special Advance Notes in the aggregate principal amount of
$10,000,000, one payable to Bank One in the face amount of
$3,940,000, one payable to Deutsche Bank in the face amount of
$3,560,000 and one payable to Hibernia in the face amount of
$2,500,000. From time to time new Notes may be issued to other
Banks as such Banks become parties to this Agreement. Upon
request from Agent, Borrower shall execute and deliver to
Agent any such new or additional Notes. From time to time as
new Notes are issued the Agent shall require each Bank to
exchange its Notes for newly issued Notes to reflect the
extent of each Bank's Revolving Commitments or Special Advance
Commitments, as the case may be, hereunder."
5. Section 8(b) of the Credit Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(b) Mandatory Prepayment. Subject to the
provisions of Section 5(g) hereof, in the event (x) the Total
Outstandings (other than any outstandings under the Special
Advance Notes) ever exceed the Revolving Commitment or (y) the
Total Outstandings ever exceed the sum of (i) the Revolving
Commitment plus (ii) the Special Advance, the Borrower shall
immediately prepay, without premium or penalty, the principal
amount of
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the Notes in an amount at least equal to such excess plus
accrued but unpaid interest thereon to the date of such
prepayment; such prepayment to be applied pro rata first to
the outstanding principal balances due on the Revolving Notes
until the same are paid in full and, thereafter, to the
outstanding principal balances due on the Special Advance
Notes."
6. Section 13(i) of the Credit Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:
"(i) In the event (a) the Total Outstandings
(other than outstandings under the Special Advance Notes)
shall at any time exceed the Revolving Commitment or (b) the
Total Outstandings shall at any time exceed the sum of (i) the
Revolving Commitment plus (ii) the Special Advance, and
Borrower shall fail to comply with the provisions of Section
8(b) hereof; or"
7. The Collateral pledged to secure the Revolving Notes shall
secure the Special Advance Notes on an equal or pari passu basis. Likewise,
the Guaranty shall extend to and cover the Special Advance on an equal or pari
passu basis with the Revolving Notes. The Continuing Guaranties of the
Guarantors shall be replaced by the Unconditional Guaranties of the Guarantors
in the form of Exhibit "A" hereto.
8. The obligations of Banks under this First Amendment and the
obligations of the Banks to make the Special Advance shall be subject to the
satisfaction of the following conditions precedent:
(a) Execution and Delivery. The Borrower shall have
executed and delivered this First Amendment, the new Notes in the form
of Exhibit "B-1" hereto, the Security Instruments and other required
documents, all in form and substance satisfactory to the Banks;
(b) Guarantors' Execution and Delivery. The Guarantors
shall have executed and delivered this First Amendment and their
Unconditional Guaranty in the form of Exhibit "A" hereto and other
required documents, all in form and substance satisfactory to the
Banks;
(c) Corporate Resolutions. Banks shall have received
appropriate certified corporate resolutions of each of the Borrower
and each of the Guarantors;
(d) Good Standing and Existence. The Banks shall have
received evidence of existence and good standing for Borrower and each
of the Guarantors;
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(e) Payment of Fees. The Agent shall have received all
fees due at the execution of this First Amendment;
(f) Representations and Warranties. The representations
and warranties of Borrower under this First Amendment are true and
correct in all material respects as of such date, as if then made
(except to the extent that such representations and warranties related
solely to an earlier date);
(g) No Event of Default. No Event of Default shall have
occurred and be continuing nor shall any event have occurred or failed
to occur which, with the passage of time or service of notice, or
both, would constitute an Event of Default;
(h) Other Documents. Each Bank shall have received such
other instruments and documents incidental and appropriate to the
transaction provided for herein as such Bank or its counsel may
reasonably request, and all such documents shall be in form and
substance satisfactory to such Bank; and
(i) Legal Matters Satisfactory. All legal matters
incident to the consummation of the transactions contemplated hereby
shall be satisfactory to special counsel for Bank retained at the
expense of Borrower.
9. Except to the extent its provisions are specifically amended,
modified or superseded by this First 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 First 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 Borrower
and the Banks.
10. This First Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this First
Amendment to Credit Agreement to be duly executed as of the date first
above written.
BORROWER:
NEWPARK RESOURCES, INC.
a Delaware corporation
By:
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Name:
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Title:
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GUARANTORS:
CHEMICAL TECHNOLOGIES, INC.,
EXCALIBAR MINERALS, INC., NEWPARK
ENVIRONMENTAL SERVICES, INC.,
MALLARD & MALLARD OF LA., INC.,
NEWPARK HOLDINGS, INC., NEWPARK
DRILLING FLUIDS, INC. AND SUPREME
CONTRACTORS, Inc.
By:
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Name:
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Title:
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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:
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Name:
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Title:
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XXXXXX-XXXX, X.X., XXXXXXX XXXXX
DRILLING, FLUIDS L.P., NEWPARK
ENVIRONMENTAL SERVICES OF TEXAS,
L.P., NEWPARK SHIPHOLDING TEXAS,
L.P., N.I.D., L.P. AND
SOLOCO TEXAS, L.P.
By: Newpark Holdings, Inc., the
general partner of each
By:
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Name:
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Title:
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BANKS:
BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION,
a national banking association
By:______________________________
Xxxx X. Xxxxxx, Vice President
DEUTSCHE BANK A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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HIBERNIA NATIONAL BANK
By:
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Name:
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Title:
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AGENT:
BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION,
a national banking association
By:_______________________________
Xxxx X. Xxxxxx, Vice President
CO-AGENT:
DEUTSCHE BANK A.G., NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
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Name:
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Title:
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By:
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Name:
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Title:
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