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EXHIBIT 10.14
SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT (hereinafter
referred to as the "Second Amendment") executed as of the 10th day of December,
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"), ▇▇▇▇▇▇-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"), NEWPARK TEXAS DRILLING FLUIDS, L.P., a Texas limited
partnership ("Texas Drilling"), NES PERMIAN BASIN, L.P., A Texas limited
partnership ("NES"), ▇▇▇▇▇▇▇ CONSTRUCTION COMPANY, INC., a Texas Corporation
("▇▇▇▇▇▇▇") and NEWPARK ENVIRONMENTAL SERVICES MISSISSIPPI, L.P., a Mississippi
limited partnership ("Mississippi") (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, Texas Drilling, NES, ▇▇▇▇▇▇▇ and
Mississippi 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 Second
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
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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
WHEREAS, as of November 7, 1997, the Borrower, the Guarantors, the
Agent, the Co-Agent and the Banks entered into a First Amendment to Restated
Credit Agreement (the "First Amendment"); and
WHEREAS, the Borrower has requested that the Banks make certain
additional amendments to the Credit Agreement and the Agent, the Co-Agent and
the Banks are willing to make such additional amendments; and
WHEREAS, NES, ▇▇▇▇▇▇▇ and Mississippi shall become "Guarantors" upon
the execution of continuing Guarantees which execution shall be
contemporaneously with the execution of the Second Amendment.
NOW, THEREFORE, the parties hereto agree to amend the Credit 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) By deleting the definition of "Consolidated Debt Service"
and substituting the following definition in lieu thereof:
"Consolidated Debt Service" shall mean, as of any
date of determination, current maturities of all long term
Debt and Capitalized Lease Obligations plus interest expense
thereon and interest expense on the Subordinated Indebtedness
for the period being measured. For the purpose of calculating
Consolidated Debt Service one-fifth of the principal balance
due on the Revolving Commitment will be included in current
maturities of long term debt plus interest for a one-year
period on that portion of the Revolving Commitment,
calculated on the basis of the Eurodollar Rate then in effect
plus the lesser of (i) 1.50% or (ii) the then applicable
Eurodollar Margin."
(b) By deleting the definition of "Consolidated Funded Debt"
and substituting the following definition in lieu thereof:
"Consolidated Funded Debt" shall mean indebtedness created by
the Borrower and its Subsidiaries, issued or incurred for (i)
borrowed money (whether by loan or the issuance and sale of
debt securities) including,
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without limitation, the Subordinated Indebtedness (as herein
defined); (ii) obligations to pay the deferred purchase or
acquisition price of property or services, other than trade
accounts payable (other than for borrowed money) arising, and
accrued expenses incurred, in the ordinary course of
business; (iii) Debt of others secured by a Lien on the
property of Borrower or any Guarantor whether or not the
respective Debt so secured has been assumed; (iv) Letter of
Credit obligations; and (v) Capital Leases or non-cancellable
operating leases."
(c) By the addition of the following new definitions thereto:
"Exchange Offer" shall mean the exchange offer
contemplated by Section 2.1 of the Registration Rights
Agreement.
"Indenture" shall mean that certain indenture dated
as of December 17, 1997 by and among the Borrower, certain of
the Guarantors and State Street Bank & Trust Company, as
Trustee, relating to the Senior Unsecured Subordinated Notes,
as such indenture may be amended, supplemented or replaced as
contemplated by the Registration Rights Agreement in
connection with the Exchange Offer.
"Registration Rights Agreement" shall mean that
certain registration rights agreement dated as of December
17, 1997, among the Borrower, certain of the Guarantors and
the initial purchasers of the Senior Unsecured Subordinated
Notes.
"Senior Unsecured Subordinated Notes" shall mean the
senior unsecured subordinated notes issued by the Borrower to
which the Indenture relates, including but not limited to
such notes that are included in the "Securities," the
"Exchange Securities" and the "Private Exchange Securities,"
as those quoted terms are defined in the Registration Rights
Agreement.
"Subordinated Indebtedness" shall mean, as of any
date, the total amount outstanding on the Senior Unsecured
Subordinated Notes."
3. Section 11 of the Credit Agreement is hereby amended in the
following respects:
(a) By deleting Subsection (s) therefrom in its entirety.
(b) By deleting the second sentence of Subsection (t)
therefrom in its entirety and substituting the following in lieu
thereof:
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"Each such new Subsidiary shall execute and deliver, as
part of its Guaranty, a negative pledge covering all of its
assets."
4. Section 12 of the Credit Agreement is hereby amended in the
following respects:
(a) By deleting Subsection 12(d) therefrom in its entirety
and substituting the following in lieu thereof:
"(d) Maximum Total Debt Ratios. Borrower will not allow the
ratio of (i) total Debt (including Capital Lease Obligations) less
Subordinated Indebtedness, to (ii) Total Capitalization (including
Subordinated Indebtedness), to ever exceed 35% as of the end of any
fiscal quarter."
(b) Subsection 12(h) of the Credit Agreement is hereby
amended in the following respects:
(i) Subsection (iv) of Section 12(h) is hereby deleted in
is entirety and the following inserted in lieu thereof:
"(iv) additional indebtedness (other than the
Subordinated Indebtedness) for borrowed money or letters
of credit not in excess of $5,000,000 in the aggregate
during any fiscal year; or"
(ii) By deleting Subsection (x) therefrom in its entirety
and substituting the following two new Subsections in lieu
thereof:
"(x) indebtedness evidenced by the Senior
Unsecured Subordinated Notes and the Guaranties (as
defined in the Indenture); or
(xi) renewals or extensions (but not increases in) of
any or all of the foregoing."
(c) Subsection 12(o) of the Credit Agreement is hereby
amended by the deletion of the first sentence thereof and inserting
the following two sentences in lieu thereof:
"Neither Borrower nor any corporate Guarantor will
permit any material amendment to, or material alteration of,
its Articles of Incorporation, except that the Borrower may
amend its Articles of Incorporation to increase the amount of
its authorized capital stock at any time and from time to
time. No limited liability company Guarantor will
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permit any material amendment to, or material alteration of,
its Articles of Organization."
(d) By the addition of a new Subsection (q) thereto as
follows:
"(q) Maximum Consolidated Funded Debt. Borrower will
not allow its ratio of Consolidated Funded Debt to
Consolidated EBITDA to ever exceed 2.25 to 1.0 as of the end
of any fiscal quarter for the previous twelve (12) months
ending on such date."
(e) By the addition of the following new Subsection (r)
thereto as follows:
"(r) Subordinated Indebtedness. The Borrower shall
not, and shall not permit any of its Subsidiaries to, amend
or otherwise change the terms of any Subordinated
Indebtedness (including without limitation the Indenture and
each of the exhibits thereto), and the Borrower shall not
permit any Subsidiary to amend or otherwise change its
guarantee in respect of the Subordinated Indebtedness or any
agreements relating to the Subordinated Indebtedness, nor
shall the Borrower make, or permit any Subsidiary to make,
any payment consistent with an amendment thereof or change
thereto, if the effect of such amendment or change is to
increase the interest rate on such Subordinated Indebtedness,
change any dates upon which payments of principal or interest
are due thereon, change any of the covenants with respect
thereto in a manner which is more restrictive to the Borrower
or any of its Subsidiaries, change any event of default or
condition to an event of default with respect thereto, change
the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions thereof, or change any
collateral therefor (other than to release such collateral)
or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase the
obligations of the Borrower thereunder or to confer any
additional rights on the holders of such Subordinated
Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to the Banks. Anything in this
subsection 12 (r) to the contrary notwithstanding, Borrower
and its Subsidiaries shall have the right, without being in
violation of this subsection (r), (i) to obtain consents
under the provisions of the Indenture to permit any actions
or inactions that are otherwise permitted under the Credit
Agreement (as amended by this Second Amendment) and (ii) to
obtain waivers of any default or events of default under the
Indenture. Without limitation of the foregoing, the Borrower
shall not make (or give any notice in respect of) any
voluntary or optional payment or prepayment or redemption or
defeasance of or with respect to the Subordinated
Indebtedness or any portion thereof without the consent of
the Majority Banks, except that the foregoing shall not apply
to any
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voluntary or optional payment or prepayment or redemption or
defeasance of or with respect to the Subordinated
Indebtedness thereof if such payment, prepayment, redemption
or defeasance is (i) made from the proceeds of the issuance
and sale of Borrower's equity made for the specific purpose
of retiring a part or all of the Subordinated Indebtedness,
or (ii) made at a time when nothing is outstanding, principal
or interest, on the Revolving Commitment."
5. Section 13 of the Credit Agreement shall be amended in the
following respects:
(a) By deleting Subsection (j) therefrom in its entirety and
substituting the following in respect thereof:
"(j) A Change of Control hereunder or under the Indenture
(as therein defined) shall occur; or"
(b) By deleting Subsection (l) therefrom in its entirety and
substituting the following in respect thereof:
"(l) An Event of Default (as such term is defined in the
Indenture) shall occur under the Indenture."
6. Section 6 of the Credit Agreement is hereby deleted in its
entirety, and the Collateral pledged by the Borrower and the Guarantors
pursuant to Section 6 of the Credit Agreement is hereby released. Appropriate
releases of financing statements will be provided to Borrowers. Such Collateral
shall hereinafter be covered by the negative pledge included in Section 12(a)
of the Credit Agreement.
7. The Banks hereby consent to the issuance of the Senior Unsecured
Subordinated Notes and the Guaranties, as each is described in the Indenture,
and agree that no Event of Default shall occur as a result of the execution,
delivery and performance of the Indenture and related documents, the issuance
of the $125,000,000 in Senior Unsecured Subordinated Notes and the Guaranties
and the incurrence of the Subordinated Indebtedness.
8. This Second Amendment shall be effective as of the date first above
written, but only upon satisfaction of the conditions precedent set forth in
Paragraph 9 hereto.
9. The obligations of Banks under this Second Amendment shall be
subject to the satisfaction of the following conditions precedent:
(a) Execution and Delivery. The Borrower shall have executed and
delivered this Second Amendment and other required documents, all in
form and substance satisfactory to the Banks;
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(b) Guarantors' Execution and Delivery. The Guarantors shall have
executed and delivered this Second Amendment 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;
(e) Senior Unsecured Subordinated Notes. The transaction described
in the Indenture (i) shall have closed and been funded contemporaneously
with the effectiveness of this Second Amendment and the net proceeds
thereof shall be used to pay off all amounts outstanding under the
Revolving Commitment and the Notes, and (ii) shall provide that the
Senior Subordinated Notes are subordinated, to the satisfaction of the
Banks, to all of the obligations of the Borrower under the Credit
Agreement, as amended, the Notes and the other Loan Documents;
(f) Representations and Warranties. The representations and
warranties of Borrower under the Credit Agreement 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.
10. Except to the extent its provisions are specifically amended,
modified or superseded by this Second 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
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provisions are specifically amended, modified or superseded by this Second
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.
11. This Second 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.
IN WITNESS WHEREOF, the parties have caused this Second 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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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Treasurer
GUARANTORS:
CHEMICAL TECHNOLOGIES, INC.,
EXCALIBAR MINERALS, INC., NEWPARK
ENVIRONMENTAL SERVICES, INC.,
MALLARD & MALLARD OF LA., INC.,
NEWPARK HOLDINGS, INC., NEWPARK
DRILLING FLUIDS, INC., SUPREME
CONTRACTORS, INC., AND ▇▇▇▇▇▇▇
CONSTRUCTION COMPANY, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Treasurer
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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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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Treasurer
▇▇▇▇▇▇-MILL, L.P., NEWPARK TEXAS
DRILLING, FLUIDS L.P., NEWPARK
ENVIRONMENTAL SERVICES OF TEXAS,
L.P., NEWPARK SHIPHOLDING TEXAS,
L.P., N.I.D., 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:
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▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇., Treasurer
BANKS:
BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION,
a national banking association
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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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:
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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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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