0000950129-07-002316 Sample Contracts

EMPLOYMENT AGREEMENT
Ancillary Agreement • May 8th, 2007 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas

THIS AGREEMENT dated May 18, 2006 is entered into by Newpark Resources, Inc. (the “ Company ”), a Delaware corporation, and Sean Mikaclian (the “ Executive ”) and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the parties.

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Contract
Consent and Waiver • May 8th, 2007 • Newpark Resources Inc • Oil & gas field machinery & equipment • New York

CONSENT AND WAIVER, dated as of April 26, 2007 (this “Consent”), with respect to the Credit Agreement, dated as of August 18, 2006 (the “Credit Agreement”), by and among Newpark Resources, Inc. (the “Borrower”), the other Loan Parties, the Lenders, Wilmington Trust Company, as the Collateral Agent, and JPMorgan Chase Bank, N.A., as the Administrative Agent.

FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 8th, 2007 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas

THIS FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 21, 2007 among NEWPARK RESOURCES, INC., a Delaware corporation (“Newpark”), each of the other Borrowers signatory hereto (collectively with Newpark, “Borrower” or “Borrowers”); the other Loan Parties signatory hereto; JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)), for itself, as Lender and LC Issuer, and as agent for Lenders (in such capacity, the “Agent”); and the other Lenders signatory hereto.

EMPLOYMENT AGREEMENT
Non-Competition Agreement • May 8th, 2007 • Newpark Resources Inc • Oil & gas field machinery & equipment • Texas

THIS AGREEMENT dated April 20, 2007 is entered into by Newpark Resources, Inc. (the “Company ”), a Delaware corporation, and Bruce Smith (the “Executive ”) and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the parties.

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