EXHIBIT 99.1
SETTLEMENT OF ARBITRATION AND RELEASE
This Settlement of Arbitration and Release (herein referred to as
"Release") is entered into by and between U.S. Liquids, Inc. (herein referred to
as "USL") and Newpark Resources, Inc. (herein referred to as "Newpark")
(collectively referred to as the "Parties") and each of its respective officers,
directors, employees, agents, attorneys, representatives, predecessors,
successors, and assigns, and each of its respective direct and indirect
corporate parents, subsidiaries, partners, affiliates, and joint venturers and
all of their respective officers, directors, employees, agents, attorneys,
representatives, predecessors, successors, and assigns, who are expressly
intended to be beneficiaries of this Settlement of Arbitration and Release.
RECITALS
A. WHEREAS, Newpark and USL each assumed the obligations and rights under
a NOW Disposal Agreement dated June 4, 1996, which provided for the disposal of
nonhazardous oilfield waste ("NOW"); and a Noncompetition Agreement dated August
12, 1996.
B. WHEREAS, disputes arose with regard to the effect of certain events on
Newpark's payment obligations under the NOW Disposal Agreement.
C. WHEREAS, USL filed a Demand for Arbitration styled U.S. LIQUIDS VS.
NEWPARK RESOURCES, INC., Action No. 70 198 00220 98, In the Houston Regional
Office of the American Arbitration Association (the "Arbitration").
D. WHEREAS, the Parties desire to compromise and forever settle all
matters in dispute between them of whatever kind and character for the cause of
action asserted in the Arbitration identified in these Recitals and to enter
into this Settlement of Arbitration and Release.
AGREEMENTS AND RELEASE
In consideration of the foregoing and the mutual commitments
specified below, the receipt and adequacy of which are hereby acknowledged, the
Parties to this Release agree as follows:
1. TERMINATION OF AGREEMENTS. A separate agreement captioned
"Miscellaneous Agreement" executed concurrently herewith sets forth the Parties'
understanding with respect to certain agreements to which Newpark is a party,
which were assumed by USL in connection with Asset Purchase Agreement dated
December 2, 1996, by and among (i) SANIFILL, INC., a Delaware corporation
("Sanifill"), XXXXXXXX XXXXX, X.X., a Delaware limited partnership also known as
XXXXXXXX XXXXX, LTD. ("Xxxxxxxx"), and XXXXXXXX XXXXX XXXX, L.P., a Delaware
limited partnership ("Xxxxxxxx Xxxxx XXXX") (collectively, "Sellers") and (ii)
USL, as "Buyer." By the execution of this Release, the Parties agree that the
following described agreements are terminated solely with respect to the rights,
interests and obligations of USL effective September 16, 1998, to the extent
provided in the Miscellaneous Agreement:
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a. An Agreement captioned "NOW Disposal Agreement" entered
into June 4, 1996, by and between Sanifill, Inc., NOW Disposal Operating Company
and Xxxxxxxx Xxxxx, Ltd.; and
b. An Agreement captioned "Noncompetition Agreement" dated
August 12, 1996, by and between Sanifill, Inc. and Newpark.
2. EXECUTION OF AGREEMENTS. By the execution of this Settlement of
Arbitration and Release, the Parties agree to execute and deliver the following
described agreements:
a. An Agreement captioned "NOW Payment Agreement" and attached
hereto;
b. An Agreement captioned "Noncompetition Agreement" and
attached hereto;
c. An Agreement captioned "Asset Purchase Agreement" and
attached hereto; and
d. An Agreement captioned "Miscellaneous Agreement" and
attached hereto.
3. DISMISSAL OF ARBITRATION. USL, acting by and through its
attorney, agrees to procure either the dismissal with prejudice of the
arbitration complaint filed against Newpark in the Houston Regional Office of
the American Arbitration Association ("AAA"), being Action No. 70 198 00220 98,
with each party to bears its costs and attorneys' fees therein, or a written
confirmation from the AAA that the same has already been dismissed on such
basis. To implement this provision, the Parties agree that they shall,
subsequent to the effective date of this Agreement, themselves do, and cause
their respective attorneys to do, all things and sign all documents which are
reasonable and necessary to carry out and effectuate the foregoing.
4. RELEASE. USL shall and hereby does completely release, acquit,
and discharge Newpark (and each of Newpark's officers, directors, employees,
agents, attorneys, representatives, predecessors, successors, and assigns as
well as all of Newpark's present and former direct and indirect corporate
parents, subsidiaries, partners, affiliates, and joint venturers and all of
their respective officers, directors, employees, agents, attorneys,
representatives, predecessors, successors, and assigns) of and from the cause of
action asserted in the Arbitration up to and including the date of this Release;
namely, the failure by Newpark to either deliver the minimum volume of
nonhazardous oil field waste required by the NOW Disposal Agreement or pay the
minimum amount to which USL was entitled under the NOW Disposal Agreement, up to
and including the date of this Release.
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5. NO ADMISSION OF LIABILITY. Recitals of fact and representations
made herein and any consideration provided are not to be construed as an
admission of liability on the part of any party hereto, and Newpark expressly
denies any liability whatsoever to USL.
6. NO ASSIGNMENTS. USL represents and warrants that it has not
assigned, pledged, encumbered, or otherwise in any manner whatsoever sold or
transferred, either by instrument in writing or otherwise, any right, claim,
cause of action, title, interest, lien, or security interest released herein or
relating in any way to the claims that were or could have been asserted in the
Arbitration. USL further represents and warrants that it is fully authorized and
empowered to fully release and extinguish the claim that has been asserted in
the Arbitration.
7. NO REPRESENTATIONS. This Release is entered into with full
knowledge of any and all rights which the Parties may have by reason of the
pending Arbitration. The Parties have received independent legal advice, have
conducted such investigation as each of them and its respective counsel thought
appropriate, and have consulted with such other independent advisors as each of
them and its respective counsel deemed appropriate regarding the Release and its
rights and asserted rights in connection therewith. None of the Parties is
relying upon any representations or statements made by any other party, or such
other party's employees, agents, representatives or attorneys, regarding this
Release or its preparation except to the extent such representations are
expressly incorporated herein. None of the Parties is relying upon a legal duty,
if one exists, on the part of any other party (or such other party's employees,
agents, representatives, or attorneys) to disclose any information in connection
with the execution of this Release or its preparation, it being expressly
understood that no party shall ever assert any failure to disclose information
on the part of any other party as a ground for challenging this Release.
8. COUNTERPARTS. This Release may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. When signed by each of
the Parties hereto, this Release shall be binding upon and inure to the benefit
of each party to this Release, and its respective successors, assigns,
receivers, trustees, executors, administrators, heirs, beneficiaries, or other
legal representatives.
9. CONSTRUCTION. The language used in this Release will be deemed to
be the language chosen by the Parties to express their mutual intent, and no
rule of strict construction shall be applied against any party. Any reference to
any federal, provincial, state, local, or foreign statute or law shall be deemed
also to refer to all rules and regulations promulgated thereunder.
10. SUPERSEDING EFFECT. This Release supersedes any and all other
representations, discussions, or agreements concerning settlement, either oral
or in writing, between USL and Newpark.
11. ENFORCEMENT ACTION. In any action brought to enforce this
Release, the prevailing party shall be entitled to recover from the unsuccessful
party its reasonable attorneys' fees, costs, and disbursements.
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12. VENUE. Any action brought to enforce this Release must be filed
in Texas state court in Xxxxxx County.
13. GOVERNING LAW. THE INTERPRETATION AND CONSTRUCTION OF THIS
RELEASE AND ANY AMENDMENT HEREOF, AND WAIVERS AND CONSENTS HEREUNDER, SHALL, TO
THE EXTENT THE PARTICULAR SUBJECT MATTER IS CONTROLLED BY STATE LAW, BE GOVERNED
BY AND BE CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF TEXAS
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
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ON THIS DATE, the Parties have executed multiple originals of this
Settlement of Arbitration and Release.
NEWPARK RESOURCES, INC.
Dated: 9/17/98 By:/s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: PRESIDENT
Dated: 9/17/98 /s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
Attorney for Newpark Resources, Inc.
U.S. LIQUIDS, INC.
Dated: 9/17/98 By:/s/ W. XXXXXXX XXX
Name: W. Xxxxxxx Xxx
Title: PRESIDENT
Dated: 9/17/98 /s/ XXXXXX X. XXXX
Xxxxxx X. Xxxx
Attorney for U.S. Liquids, Inc.
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