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EXHIBIT 10.25
ASSET PURCHASE AGREEMENT
AMONG
TUBOSCOPE INC
AND
NEWPARK RESOURCES, INC.,
NEWPARK DRILLING FLUIDS, INC.
AND
NEWPARK HOLDINGS, INC.
November 12, 1999
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TABLE OF CONTENTS
1. Definitions......................................................1
2. Basic Transaction................................................3
(a) Purchase and Sale of Assets.............................3
(b) Assumption of Liabilities...............................3
(c) Purchase Price..........................................3
(d) The Closing.............................................3
(e) Deliveries at the Closing...............................3
(f) Allocation..............................................4
3. Representations and Warranties of Sellers........................4
(a) Organization of Sellers.................................4
(b) Authorization of Transaction............................4
(c) Noncontravention........................................5
(d) Brokers' Fees...........................................5
(e) Title to Assets.........................................5
(f) Contracts...............................................5
(g) Environmental Matters...................................6
(h) Powers of Attorney......................................6
(i) Litigation..............................................6
(j) Limitation on Assumed Liabilities.......................6
4. Representations and Warranties of Buyer..........................6
(a) Organization of Buyer...................................6
(b) Authorization of Transaction............................7
(c) Noncontravention........................................7
(d) Brokers' Fees...........................................7
(e) As Is Purchase..........................................7
5. Pre-Closing Covenants............................................8
(a) General.................................................8
(b) Notices and Consents....................................8
(c) Preservation of Acquired Assets.........................8
(d) Full Access.............................................8
(e) Notice of Developments..................................8
(f) Amendment of Lease Agreement............................8
(g) Release.................................................8
(h) Removal of Acquired Assets..............................8
6. Conditions to Obligation to Close................................9
(a) Conditions to Obligation of Buyer.......................9
(b) Conditions to Obligation of Sellers.....................9
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7. Non-Competition....................................................10
8. Remedies for Breaches of this Agreement............................10
(a) Survival of Representations and Warranties................10
(b) Indemnification Provisions for Benefit of Buyer...........10
(c) Indemnification Provisions for Benefit of Sellers.........11
(d) Matters Involving Third Parties...........................11
(e) Other Indemnification Provisions..........................12
9. Termination........................................................12
(a) Termination of Agreement..................................12
(b) Effect of Termination.....................................13
10. Miscellaneous......................................................13
(a) Press Releases and Public Announcements...................13
(b) No Third-Party Beneficiaries..............................13
(c) Entire Agreement..........................................13
(d) Succession and Assignment.................................13
(e) Counterparts..............................................13
(f) Headings..................................................13
(g) Notices...................................................14
(h) Governing Law.............................................14
(i) Amendments and Waivers....................................14
(j) Severability..............................................15
(k) Expenses..................................................15
(l) Construction..............................................15
(m) Incorporation of Exhibits and Schedules...................15
(n) Specific Performance......................................15
(o) Submission to Jurisdiction................................15
Schedule 1--Acquired Assets
Exhibit A--Form of Xxxx of Sale
Exhibit B--Form of Assignments and Assumption
Exhibit C--Form of Special Warranty Deed
Exhibit D--Allocation Schedule
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is entered into as of November
12, 1999, by and among Tuboscope Inc., a Delaware corporation ("Buyer"), on the
one hand, and Newpark Resources, Inc., a Delaware corporation ("Parent"),
Newpark Drilling Fluids, Inc., a Texas corporation ("NDF"), and Newpark
Holdings, Inc., a Louisiana corporation (together with NDF, the "Selling
Subsidiaries," and together with Parent, "Sellers"), on the other hand. Buyer,
Newpark and Selling Subsidiaries are referred to collectively herein as the
"Parties."
This Agreement contemplates a transaction in which Buyer will
purchase certain assets owned or held under lease by Sellers in return for
Buyer's payment of cash and assumption of certain liabilities related to the
Acquired Assets (as defined below).
Now, therefore, in consideration of the premises and the
mutual promises herein made, and in consideration of the representations,
warranties and covenants herein contained, the Parties agree as follows.
1. Definitions.
"Acquired Assets" means all of Sellers' right, title and
interest in and to the Core Assets and Non-Core Assets, which represent all or
substantially all of the operating assets of Sellers' solids control
businesses.
"Adverse Consequences" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses,
expenses and fees, including court costs and attorneys' fees and expenses.
"Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act.
"Assumed Liabilities" means those liabilities of Sellers with
respect to the Leased Assets, which accrue on or after the Closing, under the
Lease Agreement.
"Buyer" has the meaning set forth in the preface above.
"Closing" has the meaning set forth in Section 2(d) below.
"Closing Date" has the meaning set forth in Section 2(d)
below.
"Code" means the Internal Revenue Code of 1986, as amended.
"Core Assets" means those assets of Sellers listed under the
heading "Core Assets" on Schedule 1 attached hereto.
"Environmental Law" means any federal, state, local or
foreign law, regulation, order, decree, permit, authorization, opinion, common
law or agency requirement relating to:
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(A) the protection, preservation, investigation, remediation or restoration of
environmental quality, health and safety, or natural resources, or (B) noise,
odor, wetlands, pollution, contamination or any injury or threat of injury to
persons or property.
"Hazardous Substance" means: (A) any substance that is
listed, classified or regulated pursuant to or that could result in liability
under any Environmental Law; (B) any petroleum product or by-product,
asbestos-containing material, lead-containing paint or plumbing,
polychlorinated biphenyls, radioactive materials or radon; or (C) any other
substance which is the subject of regulatory action by any governmental entity
pursuant to any Environmental Law.
"IRS" means the Internal Revenue Service.
"Knowledge" means actual knowledge after reasonable
investigation.
"Lease Agreement" means either (i) that certain Master Lease
Agreement dated as of February 17, 1999, by and between General Electric
Capital Corporation and NDF or (ii) if NDF enters into a new agreement
governing its lease of the Leased Assets prior to Closing in accordance with
Section 5(f), such new agreement.
"Leased Assets" means those Acquired Assets which are held by
Sellers pursuant to the Lease Agreement.
"Liability" means any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.
"Material Adverse Effect" shall mean a material adverse
effect on the business, properties, financial condition, results of operations
or assets of Buyer or Sellers, as applicable, taken as a whole, or on the
ability of Buyer or Sellers, as applicable, to consummate the transactions
contemplated hereby.
"Non-Core Assets" means those assets or substantially similar
assets of Sellers listed under the heading "Non-Core Assets" on Schedule 1
attached hereto.
"Ordinary Course of Business" means the ordinary course of
business consistent with past custom and practice (including with respect to
quantity and frequency).
"Owned Assets" means those Acquired Assets which are not
Leased Assets.
"Party" has the meaning set forth in the preface above.
"Person" means an individual, a partnership, a corporation,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, or a governmental entity (or any department,
agency, or political subdivision thereof).
"Purchase Price" has the meaning set forth in Section 2(c)
below.
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"Securities Act" means the Securities Act of 1933, as
amended.
"Securities Exchange Act" means the Securities Exchange Act
of 1934, as amended.
"Security Interest" means any mortgage, pledge, lien,
encumbrance, charge, or other security interest, other than (a) mechanic's,
materialmen's, and similar liens, (b) liens for Taxes not yet due and payable,
(c) purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business
and not incurred in connection with the borrowing of money.
"Subsidiary" means any corporation, partnership, limited
liability company or other entity with respect to which a specified Person (or
a Subsidiary thereof) owns a majority of the voting power or has the power to
vote or direct the voting of sufficient securities to elect a majority of the
directors, general partners, managing members or the equivalent.
"Tax" means any real property, personal property,
withholding, sales, use, transfer, registration or customs duties or other tax
of any kind whatsoever, including any interest, penalty, or addition thereto,
whether disputed or not.
2. Basic Transaction.
(a) Purchase and Sale of Assets. On and subject
to the terms and conditions of this Agreement, Buyer agrees to purchase from
Sellers, and Sellers agree to sell, transfer, convey, and deliver to Buyer or,
if required by Buyer, a Subsidiary of Buyer, all of the Acquired Assets at the
Closing for the consideration specified below in this Section 2.
(b) Assumption of Liabilities. On and subject
to the terms and conditions of this Agreement, Buyer agrees to, or to cause a
Subsidiary of Buyer to, assume and become responsible for all of the Assumed
Liabilities at the Closing. Neither Buyer nor such Subsidiary of Buyer will
assume or have any responsibility, however, with respect to any other
obligation or Liability of Sellers not included within the definition of
Assumed Liabilities.
(c) Purchase Price. In addition to assuming the
Assumed Liabilities, Buyer agrees to, or cause a Subsidiary of Buyer to, pay to
Sellers at the Closing $5,470,000 (collectively, the "Purchase Price"), payable
by wire transfer of immediately available funds to an account specified by
Parent to Buyer at least two business days prior to the Closing.
(d) The Closing. The closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Xxxxxx & Xxxxxxx, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxx,
Xxxxxxxxxx 00000, commencing at 9:00 a.m. local time on the business day
following the satisfaction or waiver of all conditions to the obligations of
the Parties to consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will take at the
Closing itself) or such other date or place as the Parties may mutually
determine (the "Closing Date").
(e) Deliveries at the Closing. At the Closing,
the following deliveries shall be made by the Parties, as applicable:
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(i) Sellers will deliver to Buyer the
certificate referred to in Section 6(a)(v) below;
(ii) Buyer will deliver to Sellers the
certificate referred to in Section 6(b)(iv) below;
(iii) Sellers will execute, acknowledge (if
appropriate) and deliver to Buyer (A) bills of sale in the
form attached hereto as Exhibit A, (B) the assignment and
assumption agreement in the form attached hereto as Exhibit
B, (C) the grant deed in the form attached hereto as Exhibit
C, and (D) such other instruments of sale, transfer,
conveyance and assignment as Buyer and its counsel reasonably
may request;
(iv) Buyer will execute, acknowledge (if
appropriate), and deliver to Sellers (A) the assignment and
assumption agreement in the form attached hereto as Exhibit
B, and (B) such other instruments of assumption as Sellers
and their counsel reasonably request;
(v) Buyer will deliver to Sellers the
consideration specified in Section 2(c) above; and
(vi) Buyer will deliver to Sellers, if
available, the unconditional release of Sellers from the
Assumed Liabilities.
(f) Allocation. The Parties agree to allocate the Purchase
Price (and all other capitalizable costs) among the Acquired Assets for all
purposes (including financial accounting and tax purposes) in accordance with
the allocation schedule attached hereto as Exhibit D.
3. Representations and Warranties of Sellers. Sellers represent and
warrant to Buyer that the statements contained in this Section 3 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3).
(a) Organization of Sellers. Each of Sellers is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.
(b) Authorization of Transaction. Each of Sellers has full
power and authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform its obligations hereunder. Without
limiting the generality of the foregoing, the board of directors of each of
Sellers has duly authorized the execution, delivery and performance of this
Agreement by Sellers. This Agreement constitutes a valid and legally binding
obligation of Sellers, enforceable in accordance with its terms and conditions,
except as enforceability may be restricted, limited or delayed by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws or equitable
principles affecting creditors' rights generally and except
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as enforceability may be subject to general principles of equity and the
possible unavailability of equitable remedies.
(c) Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2 above),
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency or court to which any of Sellers and their Subsidiaries is
subject or any provision of the charter or bylaws of any of Sellers and their
Subsidiaries, or (ii) except for such consents as may be required in order for
Buyer to assume the Assumed Liabilities, conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify or cancel, or require any notice
under any agreement, contract, lease, license, instrument or other arrangement
to which any of Sellers and their Subsidiaries is a party or by which they are
bound or to which any of their assets is subject (or result in the imposition
of any Security Interest upon any of their assets), which, in the case of
subsections (i) and (ii) above, would have a Material Adverse Effect on
Sellers. Except for the recordation of a special warranty deed with respect to
the transfer of any real property, none of Sellers and their Subsidiaries needs
to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for the
Parties to consummate the transactions contemplated by this Agreement
(including the assignments and assumptions referred to in Section 2 above).
(d) Brokers' Fees. Neither of Sellers nor their Subsidiaries
has any Liability or obligation to pay any fees or commissions to any broker,
finder or agent with respect to the transactions contemplated by this Agreement
for which Buyer could become liable or obligated.
(e) Title to Assets. Sellers have (i) good and marketable
title to all of the Owned Assets, free and clear of any Security Interests or
restriction on transfer, (ii) good and marketable title to such of the Non-Core
Assets as are actually in the possession of Sellers on the Closing Date, and
(iii) valid and enforceable leasehold interests to the Leased Assets, free and
clear of any Security Interests or restriction on transfer, except for the
Assumed Liabilities.
(f) Contracts. The Lease Agreement is the only contract or
agreement relating to the Acquired Assets and the Assumed Liabilities to which
any of Sellers or their Subsidiaries is a party. Sellers have delivered to
Buyer a correct and complete copy of the Lease Agreement. With respect to the
Lease Agreement: (i) the agreement is legal, valid, binding, enforceable and in
full force and effect, except as enforceability may be restricted, limited or
delayed by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws or equitable principles affecting creditors' rights generally and
except as enforceability may be subject to general principles of equity and the
possible unavailability of equitable remedies; (ii) assuming the consent of the
lessor thereunder to the assignment and assumption of the Lease Agreement as
contemplated by this Agreement, the Lease Agreement will continue to be legal,
valid, binding, enforceable and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby (including
the assignments and assumptions referred to in Section 2 above); (iii) neither
Sellers nor, to the Knowledge of Sellers, any other party is in breach or
default, and no event has occurred which with notice or lapse of
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time would constitute a breach or default by Sellers or, to the Knowledge of
Sellers, any other party, or permit termination, modification or acceleration
under the agreement by Sellers or, to the Knowledge of Sellers, any other
party; and (iv) neither Sellers nor, to the Knowledge of Sellers, any other
party has repudiated any provision of the agreement.
(g) Environmental Matters. Except for (x) matters that are
specifically disclosed in the reports filed by Newpark pursuant to the rules
and regulations of the Securities Exchange Act of 1934, as amended, prior to
the date hereof (with reference to a specifically named site or claim), (y)
matters that, individually or in the aggregate, are not reasonably likely to
have a Material Adverse Effect on Sellers and (z) matters that do not impact
the Acquired Assets which are real property: (i) Sellers and their Subsidiaries
comply, and within all applicable statutes of limitations periods have
complied, with all applicable Environmental Laws; (ii) none of Sellers or their
Subsidiaries has received any notice, demand, letter, claim or request for
information alleging that Sellers or any of their Subsidiaries may be in
violation of or liable under any Environmental Law; (iii) none of Sellers or
any of their Subsidiaries is subject to any orders, decrees or injunctions
issued by, or other arrangements with, any governmental entity or is subject to
any indemnity or other agreement with any third party relating to liability
under any Environmental Law or relating to Hazardous Substances; and (iv) there
are no circumstances or conditions involving Sellers or any of their
Subsidiaries that could reasonably be expected to cause Sellers or any of their
Subsidiaries to become subject to any claims, liability, investigations or
costs, or to restrictions on the ownership, use or transfer of any property of
Sellers or any of their Subsidiaries, pursuant to any Environmental Law.
(h) Powers of Attorney. There are no outstanding powers of
attorney executed on behalf of any of Sellers and their Subsidiaries relating
to the Acquired Assets or Assumed Liabilities.
(i) Litigation. None of Sellers or their Subsidiaries (i) is
subject to any outstanding injunction, judgment, order, decree, ruling, or
charge or (ii) is a party or, to the Knowledge of any of the directors and
officers (and employees with responsibility for litigation matters) of Sellers
and their Subsidiaries, is threatened to be made a party to any action, suit,
proceeding, hearing, or investigation of, in, or before any court or
quasi-judicial or administrative agency of any federal, state, local or foreign
jurisdiction or before any arbitrator which directly relates to or may
otherwise directly affect the Acquired Assets or Assumed Liabilities.
(j) Limitation on Assumed Liabilities. Sellers represent and
warrant that the Assumed Liabilities do not exceed $7,500,000 in the aggregate.
4. Representations and Warranties of Buyer. Buyer represents and
warrants to Sellers that the statements contained in this Section 4 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 4).
(a) Organization of Buyer. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.
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(b) Authorization of Transaction. Buyer has full power and
authority (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Buyer, enforceable in
accordance with its terms and conditions, except as enforceability may be
restricted, limited or delayed by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws or equitable principles affecting
creditors' rights generally and except as enforceability may be subject to
general principles of equity and the possible unavailability of equitable
remedies.
(c) Noncontravention. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2 above),
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency or court to which Buyer is subject or any provision of its
charter or bylaws, or (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument or other arrangement to which
Buyer is a party or by which it is bound or to which any of its assets is
subject, which, in the case of subsections (i) and (ii) above, would have a
Material Adverse Effect on Buyer. Buyer does not need to give any notice to,
make any filing with, or obtain any authorization, consent or approval of any
government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement (including the assignments and
assumptions referred to in Section 2 above).
(d) Brokers' Fees. Buyer has no Liability or obligation to
pay any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which Sellers could become
liable or obligated.
(e) As Is Purchase. Buyer represents and warrants that it has
inspected the Acquired Assets prior to purchase and that it is purchasing the
Acquired Assets on an "AS IS" basis and in "WITH ALL FAULTS" condition and,
except as specifically provided in this Agreement, none of Sellers is making
any warranty, whether expressed or implied, regarding the physical condition of
the Acquired Assets, their fitness or suitability for any particular purpose,
or the compliance with applicable laws. Without limited the generality of the
foregoing, Buyer, by its signature below, hereby acknowledges and agrees (and
upon which Sellers shall have materially relied in transferring the Acquired
Assets to Buyer on the terms and conditions set forth herein) that, except as
otherwise specifically provided in this Agreement, none of Sellers, nor any of
their officers, employees or agents, has made any warranty regarding the
Acquired Assets, including, but not limited to, any warranty of habitability,
merchantability or suitability for a particular purpose, and Buyer hereby
expressly disclaims the implied warrant of habitability, the implied warranty
of merchantability, the implied warrant of fitness for a particular purpose,
and, except as otherwise specifically provided in this Agreement, all expressed
or implied warranties relating to the quality of or otherwise relating to the
physical condition of the Acquired Assets. In addition, notwithstanding
anything contained herein to the contrary, Buyer acknowledges and agrees that
none of Sellers is making any representation or warranty regarding the
quantity, condition or usefulness of any of the Non-Core Assets, except to the
extent of the warranty of title set forth in Section 3(e)
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5. Pre-Closing Covenants. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.
(a) General. Each of the Parties will use all commercially
reasonable efforts to take all action and to do all things necessary, proper or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in Section 6 below).
(b) Notices and Consents. Sellers will give (and will cause
each of their Subsidiaries to give) any notices to third parties, and Sellers
will use all commercially reasonable efforts (and will cause each of their
Subsidiaries to use all commercially reasonable efforts) to obtain any third
party consents that Buyer reasonably may request in connection with the matters
referred to in Section 3(c) above. Each of the Parties will (and cause each of
their Subsidiaries to) give any notices to, make any filings with, and use all
commercially reasonable efforts to obtain any authorizations, consents, and
approvals of, governments and governmental agencies in connection with the
matters referred to in Section 3(c) and Section 4(c) above.
(c) Preservation of Acquired Assets. Sellers (i) will keep
(and will cause each of their Subsidiaries to keep) the Core Assets intact and
in good condition and repair not worse than their condition and repair as of
the date hereof, except for such wear and tear incurred in the Ordinary Course
of Business after the date hereof, and (ii) will not transfer the Acquired
Assets to any third party, except that Sellers may transfer the Non-Core Assets
to third parties in the Ordinary Course of Business.
(d) Full Access. Sellers will permit (and will cause each of
their Subsidiaries to permit) representatives of Buyer to have full access at
all reasonable times, and in a manner so as not to interfere with the normal
business of Sellers, to all books, records, contracts and documents of or
pertaining to the Acquired Assets and the Assumed Liabilities.
(e) Notice of Developments. Each Party will give prompt
written notice to the other Party of any material adverse development causing a
breach of any of its representations and warranties in Section 3 and Section 4
above. No disclosure by any Party pursuant to this Section 5(e), however, shall
be deemed to amend or supplement the Disclosure Schedule or to prevent or cure
any misrepresentation, breach of warranty or breach of covenant.
(f) Amendment of Lease Agreement. Sellers shall use
commercially reasonable efforts to enter into a new lease agreement with
General Electric Capital Corporation which covers solely the Leased Assets and
is on terms no less favorable to NDF as the terms of the Lease Agreement in
effect as of the date hereof.
(g) Release. Buyer shall use commercially reasonable efforts
to obtain the unconditional release of Sellers from each of the Assumed
Liabilities effective upon the assumption of the Assumed Liabilities by Buyer
or its Subsidiary.
(h) Removal of Acquired Assets. Buyer shall use commercially
reasonable efforts to remove the Acquired Assets from all real property not
owned or held under lease by Buyer as soon as practicable and, in any event,
within 30 days of the Closing Date.
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6. Conditions to Obligation to Close.
(a) Conditions to Obligation of Buyer. The obligation of
Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties of
Sellers set forth in Section 3 above shall be true and correct in all
material respects at and as of the Closing Date;
(ii) Sellers shall have performed and complied with
all of their covenants hereunder in all material respects through the
Closing;
(iii) Sellers and their Subsidiaries shall have
procured all of the third party consents specified in Section 5(b)
above;
(iv) no action, suit or proceeding shall be pending
or threatened before any court or quasi-judicial or administrative
agency of any federal, state, local or foreign jurisdiction or before
any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (A) prevent the consummation of any of
the transactions contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, or (C) affect adversely the right of Buyer to own the
Acquired Assets or perform its obligations under the Assumed
Liabilities (and no such injunction, judgment, order, decree, ruling
or charge shall be in effect); and
(v) Sellers shall have delivered to Buyer a
certificate to the effect that each of the conditions specified above
in Section 6(a)(i)-(iv) is satisfied in all respects.
Buyer may waive any condition specified in this Section 6(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of Sellers. The obligation of
Sellers to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties of Buyer set
forth in Section 4 above shall be true and correct in all material
respects at and as of the Closing Date;
(ii) Buyer shall have performed and complied with
all of its covenants hereunder in all material respects through the
Closing;
(iii) no action, suit or proceeding shall be pending
or threatened before any court or quasi-judicial or administrative
agency of any federal, state, local or foreign jurisdiction or before
any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (A) prevent the consummation of any of
the
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transactions contemplated by this Agreement, or (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation (and no such injunction, judgment, order, decree, ruling
or charge shall be in effect);
(iv) Buyer shall have delivered to Sellers a
certificate to the effect that each of the conditions specified above
in Section 6(b)(i)-(iii) is satisfied in all respects; and
(v) Buyers shall have obtained the unconditional
release of Sellers from each of the Assumed Liabilities effective upon
the assumption of the Assumed Liabilities by Buyer.
Sellers may waive any condition specified in this Section 6(b) if it executes a
writing so stating at or prior to the Closing.
7. Non-Competition. From the Closing Date until the third
anniversary of the Closing Date, Sellers shall not, and will not permit their
Subsidiaries to, unless acting in accordance with Buyer's prior written
consent, directly or indirectly, own, manage, join, operate or control, or
participate in the ownership, management, operation or control of, or be
connected as a director, officer, employee, partner, consultant or otherwise
with, or permit their names to be used by or in connection with, any business
or organization which is engaged in the solids control services business or any
substantially similar business within the United States; provided, however,
that nothing herein shall be deemed or construed to prohibit Sellers and its
Subsidiaries from owning or holding, in the aggregate, 5% or less of the
capital stock or other equity interests in any entity or organization whose
capital stock or equity interests are traded on an established securities
exchange or market; and provided further that Buyer shall not unreasonably
withhold its consent to allow Sellers to participate in the solids control
services business in any geographic region in which Buyer is not engaged in the
business of providing solids control services.
8. Remedies for Breaches of this Agreement.
(a) Survival of Representations and Warranties. All
of the representations and warranties of Buyer and Sellers contained in this
Agreement shall survive the Closing (even if the damaged Party knew or had
reason to know of any misrepresentation or breach of warranty at the time of
Closing) and continue in full force and effect for a period of one year
thereafter.
(b) Indemnification Provisions for Benefit of Buyer.
(i) If any of Sellers breaches (or if
any third party alleges facts that, if true, would mean
either of Sellers has breached) any of its representations,
warranties and covenants contained in this Agreement,
provided that Buyer makes a written claim for indemnification
against Sellers within the survival period in Section 8(a),
then Sellers, jointly and severally, agree to indemnify Buyer
from and against the entirety of any Adverse Consequences
Buyer may suffer through and after the date of the claim for
indemnification (including any Adverse Consequences Buyer may
suffer after the end of any applicable survival period)
resulting from, arising out of, relating to, in the nature
of, or caused by the breach (or the alleged breach).
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(ii) Sellers agree, jointly and
severally, to indemnify Buyer from and against the entirety
of any Adverse Consequences Buyer may suffer resulting from,
arising out of, relating to, in the nature of, or caused by
any Liability relating to the Acquired Assets which is not an
Assumed Liability to the extent such Liability is based upon
acts or omissions occurring prior to the Closing Date.
(c) Indemnification Provisions for Benefit of Sellers.
(i) If Buyer breaches (or if any third
party alleges facts that, if true, would mean Buyer has
breached) any of its representations, warranties and
covenants contained in this Agreement, provided that Sellers
make a written claim for indemnification against Buyer within
the survival period in Section 8(a), then Buyer agrees to
indemnify Sellers from and against the entirety of any
Adverse Consequences Sellers may suffer through and after the
date of the claim for indemnification (including any Adverse
Consequences Sellers may suffer after the end of any
applicable survival period) resulting from, arising out of,
relating to, in the nature of, or caused by the breach (or
the alleged breach).
(ii) Buyer agrees to indemnify Sellers from
and against the entirety of any Adverse Consequences Sellers
may suffer resulting from, arising out of, relating to, in
the nature of, or caused by any Assumed Liability and any
Liability relating to the Acquired Assets which are based
upon acts or omissions occurring after the Closing Date.
(d) Matters Involving Third Parties.
(i) If any third party shall notify any
Party (the "Indemnified Party") with respect to any matter (a
"Third Party Claim") which may give rise to a claim for
indemnification against the other Party (the "Indemnifying
Party") under this Section 8, then the Indemnified Party
shall promptly notify the Indemnifying Party thereof in
writing; provided, however, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party shall
relieve the Indemnifying Party from any obligation hereunder
unless (and then solely to the extent) the Indemnifying Party
thereby is prejudiced.
(ii) The Indemnifying Party will have the
right to defend the Indemnified Party against the Third Party
Claim with counsel of its choice reasonably satisfactory to
the Indemnified Party so long as (A) the Indemnifying Party
notifies the Indemnified Party in writing within 15 days
after the Indemnified Party has given notice of the Third
Party Claim that the Indemnifying Party will indemnify the
Indemnified Party from and against the entirety of any
Adverse Consequences the Indemnified Party may suffer
resulting from, arising out of, relating to, in the nature
of, or caused by the Third Party Claim, (B) the Indemnifying
Party provides the Indemnified Party with evidence reasonably
acceptable to the Indemnified Party that the Indemnifying
Party will have the financial resources to defend against the
Third Party Claim and fulfill its indemnification obligations
hereunder, (C) the Third Party Claim involves only money
damages and does not seek an injunction or other equitable
relief, (D) settlement of, or an
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adverse judgment with respect to, the Third Party Claim is
not, in the good faith judgment of the Indemnified Party,
likely to establish a precedential custom or practice
materially adverse to the continuing business interests of
the Indemnified Party, and (E) the Indemnifying Party
conducts the defense of the Third Party Claim actively and
diligently.
(iii) So long as the Indemnifying Party is
conducting the defense of the Third Party Claim in accordance
with Section 8(d)(ii) above, (A) the Indemnified Party may
retain separate co-counsel at its sole cost and expense and
participate in the defense of the Third Party Claim, (B) the
Indemnified Party will not consent to the entry of any
judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the
Indemnifying Party (not to be withheld unreasonably), and (C)
the Indemnifying Party will not consent to the entry of any
judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the
Indemnified Party (not to be withheld unreasonably).
(iv) If any of the conditions in Section
8(d)(ii) above is or becomes unsatisfied, however, (A) the
Indemnified Party may defend against, and consent to the
entry of any judgment or enter into any settlement with
respect to, the Third Party Claim in any manner it reasonably
may deem appropriate (and the Indemnified Party need not
consult with, or obtain any consent from, the Indemnifying
Party in connection therewith), (B) the Indemnifying Party
will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third
Party Claim (including reasonable attorneys' fees and
expenses), and (C) the Indemnifying Party will remain
responsible for any Adverse Consequences the Indemnified
Party may suffer resulting from, arising out of, relating to,
in the nature of, or caused by the Third Party Claim to the
fullest extent provided in this Section 8.
(e) Other Indemnification Provisions. The foregoing
indemnification provisions are in addition to, and not in derogation of, any
statutory, equitable, or common law remedy any Party may have for breach of
representation, warranty, or covenant.
9. Termination.
(a) Termination of Agreement. The Parties may terminate this
Agreement as provided below:
(i) By mutual written consent of the
Parties at any time prior to the Closing;
(ii) Buyer may terminate this Agreement by
giving written notice to Sellers at any time prior to the
Closing if any of Sellers has breached any material
representation, warranty or covenant contained in this
Agreement in any material respect, Buyer has notified Sellers
of the breach, and the breach has continued without cure for
a period of 30 days after the notice of breach; and
(iii) Any Seller may terminate this
Agreement by giving written notice to Buyer at any time prior
to the Closing if Buyer has breached any material
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representation, warranty or covenant contained in this Agreement in any
material respect, such Seller has notified Buyer of the breach, and the
breach has continued without cure for a period of 30 days after the
notice of breach.
(b) Effect of Termination. If any Party terminates this Agreement
pursuant to Section 9(a) above, all rights and obligations of the Parties
hereunder shall terminate without any Liability of any Party to any other Party
(except for any Liability of any Party then in breach).
10. Miscellaneous.
(a) Press Releases and Public Announcements. No Party shall
issue any press release or make any public announcement relating to the subject
matter of this Agreement without the prior written approval of the other Party;
provided, however, that any Party may make any public disclosure it believes in
good faith is required by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the disclosing Party
will use its reasonable best efforts to advise the other Party prior to making
the disclosure).
(b) No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.
(c) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements or representations by or
between the Parties, written or oral, to the extent they related in any way to
the subject matter hereof.
(d) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties named herein and their
respective successors and permitted assigns. No Party may assign either this
Agreement or any of its rights, interests or obligations hereunder without the
prior written approval of the other Party; provided, however, that Buyer may
(i) assign any or all of its rights and interests hereunder to one or more of
its Affiliates and (ii) designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases Buyer nonetheless shall
remain responsible for the performance of all of its obligations hereunder).
(e) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. This Agreement may be
executed by any party by delivery of a facsimile signature, which signature
shall have the same force and effect as an original signature. Any Party which
delivers a facsimile signature shall promptly thereafter deliver an originally
executed signature to the other Parties; provided, however, that the failure to
deliver an original signature page shall not affect the validity of any
signature delivered by facsimile.
(f) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
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17
(g) Notices. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set
forth below:
If to Parent or
Seller Subsidiaries: Newpark Resources, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Chief Financial Officer
Telecopy: (000) 000-0000
Copy to: Xxxxx, Xxxxx & Xxxxxx LLP
0000 Xxxxxxxx Xxxx., 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
If to Buyer: Tuboscope Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Telecopy: (000) 000-0000
Copy to: Xxxxxx & Xxxxxxx
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the intended recipient.
Any Party may change the address to which notices, requests, demands, claims
and other communications hereunder are to be delivered by giving the other
Party notice in the manner herein set forth.
(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Texas without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Texas or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Texas.
(i) Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
Buyer and
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Sellers. No waiver by any Party of any default, misrepresentation or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.
(j) Severability. Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
(k) Expenses. Each of the Parties will bear its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in
the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. Nothing in the
Disclosure Schedule shall be deemed adequate to disclose an exception to a
representation or warranty made herein unless the Disclosure Schedule
identifies the exception with particularity and describes the relevant facts in
detail.
(m) Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
(n) Specific Performance. Each of the Parties acknowledges
and agrees that the other Party would be damaged irreparably if any of the
provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Party shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter (subject to the provisions set
forth in Section 10(o) below), in addition to any other remedy to which it may
be entitled, at law or in equity.
(o) Submission to Jurisdiction. Each of the Parties submits
to the jurisdiction of any state or federal court sitting in Houston, Texas, in
any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceeding may be heard and
determined in any such court. Each Party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court.
Each of the Parties waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought and waives any bond, surety or other
security that might be required of any other Party with respect thereto.
Nothing in this Section 10(o), however, shall affect the
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right of any Party to serve legal process in any other manner permitted by law
or in equity. Each Party agrees that a final judgment in any action or
proceeding so brought shall be conclusive and may be enforced by suit on the
judgment or in any other manner provided by law or in equity.
*****
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.
TUBOSCOPE INC., a
Delaware corporation
By:
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President, Chief
Financial Officer and Treasurer
NEWPARK RESOURCES, INC., a
Delaware corporation
By:
---------------------------------------------
Name:
Title:
NEWPARK DRILLING FLUIDS, INC., a
Texas corporation
By:
--------------------------------------------
Name:
Title:
NEWPARK HOLDINGS, INC., a
Louisiana corporation
By:
--------------------------------------------
Name:
Title:
17
21
SCHEDULE 1
Acquired Assets
A. CORE ASSETS:
Newpark Resources, Inc.
Processing Service Assets
As of October 31, 1999
Book Value
Units ($000's)
----- ----------
Gulf Coast Business Unit:
Land, Buildings and Contents
Royalton Yard 582
1850 Centrifuges - Gulf Coast 2 138
Tornado Dryers and Components 3 651
5500 Centrifuges and VFD's 28 7,227
Pumps 773
------
Subtotal 9,371
Mid-Continent Business Unit:
1850 Centrifuges w/VFD's 15 839
5500 Centrifuges w/VFD's 4 972
Pumps 12 100
------
Subtotal 1,911
SOLOCO:
PAH Pump and 350KW Generator 200
------
TOTAL 11,482
22
B. NON-CORE ASSETS:
Newpark Resources, Inc.
Processing Service Assets
As of October 31, 1999
Book Value
Units ($000's)
----- ----------
Gulf Coast Business Unit:
Trucks, trailers, transportation equipment 129
Shakers 298
Mud Cleaners 140
Screen Boxes 41
Stands 218
Tanks 169
Motors, Drives, Miscellaneous Equipment, Spares 267
-------
Subtotal 1,262
Mid-Continent Business Unit:
Stands 9 49
Shakers 6 97
Miscellaneous parts and equipment 80
-------
Subtotal 226
-------
TOTAL 1,488
23
EXHIBIT A
Form of Xxxx of Sale
XXXX OF SALE
For good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Newpark Resources, Inc., a Delaware
corporation ("Parent"), Newpark Drilling Fluids, Inc., a Texas corporation
("NDA"), and Newpark Holdings, Inc., a Louisiana corporation (together with
NDA, "Selling Subsidiaries" and together with Parent, "Sellers"), do hereby
grant, bargain, transfer, sell, assign, convey and deliver to Tuboscope Inc., a
Delaware corporation ("Buyer"), all right, title and interest in and to the
Owned Assets as such term is defined in the Asset Purchase Agreement dated as
of November 12, 1999, by and among Sellers and Buyer (the "Agreement"). Buyer
hereby acknowledges that Buyer is accepting the Owned Assets on an "AS IS"
basis and in "WITH ALL FAULTS" condition and Sellers are making no
representation or warranty with respect to the assets being conveyed hereby
except as specifically set forth in the Agreement. Sellers for themselves,
their successors and assigns hereby covenant and agree that, at any time and
from time to time forthwith upon the written request of Buyer, Sellers will,
do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered, each and all of such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may
reasonably be required by Buyer in order to assign, transfer, set over, convey,
assure and confirm unto and vest in Buyer, its successors and assigns, title to
the assets sold, conveyed, transferred and delivered by this Xxxx of Sale.
This Xxxx of Sale is being executed and delivered by Sellers
pursuant to the terms of the Agreement. Executed at _______________________,
this ______ day of ___________, 1999.
NEWPARK RESOURCES, INC., a [SELLING SUBSIDIARY], a
Delaware corporation ______________ corporation
By: By:
----------------------- ---------------------------
Name: Name:
Title: Title:
STATE OF ____________________ )
) ss.
COUNTY OF __________________ )
On _______________________, before me, ___________________, personally appeared
____________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
_________________________________ [SEAL]
Notary Public in and for said
County and State
STATE OF ____________________ )
)
COUNTY OF __________________ )
On _______________________, before me, ___________________, personally appeared
____________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
_________________________________ [SEAL]
Notary Public in and for said
County and State
24
EXHIBIT B
Form of Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
Pursuant to that certain Asset Purchase Agreement, dated
November 12, 1999 (the "Agreement"), by and among Tuboscope Inc., a Delaware
corporation ("Buyer"), on the one hand, and Newpark Resources, Inc., a Delaware
corporation ("Parent"), Newpark Drilling Fluids, Inc., a Texas corporation
("NDF"), and Newpark Holdings, Inc., a Louisiana corporation (together with
NDF, "Selling Subsidiary" and together with Parent, "Sellers"), for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties hereto, Sellers hereby assign their rights, title
and interest to the Acquired Assets (as defined in the Agreement) and duties
and obligations evidenced by the Assumed Liabilities (as defined in the
Agreement), and Buyer hereby accepts and assumes the Acquired Assets and
Assumed Liability, respectively, in each case by, and subject to the terms and
conditions of the Agreement. Except as expressly assumed herein, Buyer does not
assume and shall not in any manner be responsible for any liability (including
without limitation any contingent liability), obligation, lien or encumbrance
of Sellers.
TUBOSCOPE INC., a NEWPARK RESOURCES, INC., a
Delaware corporation Delaware corporation
By: By:
------------------------ ----------------------------
Name: Name:
Title: Title:
NEWPARK DRILLING FLUIDS, INC., a NEWPARK HOLDINGS, INC., a
Texas corporation Louisiana corporation
By: By:
----------------------- ----------------------------
Name: Name:
Title: Title:
25
EXHIBIT C
Form of Special Warranty Deed
SPECIAL WARRANTY DEED
THE STATE OF TEXAS )
) Known All Men by These Presents:
COUNTY OF ___________ )
That NEWPARK DRILLING FLUIDS, INC., a Texas corporation, as
Grantor, for and in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS
to it in hand paid by TUBOSCOPE INC., a Delaware corporation, has Granted, Sold
and Conveyed and by these presents does Grant, Sell and Convey, unto the said
TUBOSCOPE INC., whose address is 0000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000, all
right, title and interest in and to the real property described on Exhibit "A"
attached hereto and made a part hereof.
This conveyance is expressly made subject to any and all
restrictions, covenants, conditions and easements, if any, relating to the
property conveyed, but only to the extent they are still in effect and shown of
record, and to all zoning laws, regulations and ordinances of municipal and
other governmental authorities, if any, but only to the extent that they are
still in effect relating to the herein described property.
TO HAVE AND TO HOLD the above described premises, together
with all and singular the rights and appurtenances thereto in anywise belonging
unto the said Grantor, its heirs and assigns forever and the undersigned does
hereby bind itself, its successors and assigns, to Warrant and Forever Defend,
all and singular the said premises unto the said TUBOSCOPE INC., its heirs and
assigns, against any and all acts, conveyances, liens and encumbrances
affecting such property made or suffered to be made or done by, through or
under Grantor, but not otherwise.
IN WITNESS WHEREOF, the Grantor has signed these presents at
Houston, Texas this ___ day of ______, 1999.
NEWPARK DRILLING FLUIDS, INC.
By:
-----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
State of Texas )
)
County of Xxxxxx )
On ___________, 1999, before me, ________________________, a
notary public in and for the State of Louisiana, personally appeared
________________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the within instrument the person, or the
entity upon behalf of which the person acted, executed the within instrument.
WITNESS my hand and official seal.
_________________________________ (Seal)
Notary Public
26
EXHIBIT D
Allocation Schedule
