exv10w41





Exhibit 10.41


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second
Amendment”) is made and entered into as of September 24, 2010 and effective as of September 27,
2010 (such date being the Second Amendment Effective Date, as defined below), by and among NEWPARK
RESOURCES, INC., a Delaware corporation (the “Borrower”), CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK (formerly known as Calyon New York Branch), as Syndication Agent (in such capacity,
the “Syndication Agent”), BANK OF AMERICA, N.A., as Documentation Agent (in such capacity,
the “Documentation Agent”), JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders (in such capacity, the “Administrative Agent”), and the other Lenders signatory
hereto.



WITNESSETH:




     WHEREAS, Borrower, the Administrative Agent, the Syndication Agent, the Documentation Agent
and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of
December 21, 2007, as amended by the First Amendment and Waiver dated as of July 17, 2009 (as
amended, restated or modified from time to time, the “Credit Agreement”);



     WHEREAS, pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower on
the terms set forth in the Credit Agreement;



     WHEREAS, the Borrower has requested that the Required Lenders approve certain amendments to
the Credit Agreement; and



     WHEREAS, pursuant to such request, the Required Lenders have consented to amend the Credit
Agreement on the terms and conditions contained herein.



     NOW, THEREFORE, the parties hereto hereby agree as follows:


SECTION 1. DEFINITIONS.



1.1 Defined Terms. Terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement unless otherwise defined herein or the context
otherwise requires.




SECTION 2. AMENDMENTS.



2.1 Amendment of Section 7.6 (Restricted Payments). Section 7.6 of the Credit Agreement is
hereby amended and restated in its entirety as follows:





     “7.6 Restricted Payments. (i) Declare or pay any dividend (other than dividends
payable solely in common stock of the Person making such dividend) on the Capital Stock of
any Group Member, or (ii) make any payment on account of, or set apart assets for a sinking
or other analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of any Capital Stock of any Group Member, in the case of each of the foregoing
clauses (i) and (ii), whether such Capital Stock is now or hereafter outstanding and whether
such payments are made directly or indirectly, or in cash or property (except as provided in
the foregoing clause (i)) or in obligations of any Group Member; it being expressly agreed
and understood that the



 









 







foregoing shall not restrict the payment of principal, interest, cash in lieu of
fractional shares or any other amount now or hereafter payable on any Indebtedness that is
convertible into Capital Stock until after the conversion of such Indebtedness into Capital
Stock (the payments restricted by this Section 7.6, collectively, “Restricted
Payments”), except that:


(a) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary
Guarantor; and



(b) the Borrower may repurchase or redeem its Capital Stock in an aggregate amount not in excess of
$50,000,000 (“Permitted Capital Stock Repurchase”); provided that (i) after giving effect
to such Permitted Capital Stock Repurchase, on a pro forma basis, the Borrower is in compliance
with Section 7.1 as of the last day of the immediately preceding fiscal quarter for which financial
statements have been delivered pursuant to Section 6.1 and (ii) no Default or Event of Default has
occurred and is continuing or would result from such Permitted Capital Stock Repurchase.”




SECTION 3. MISCELLANEOUS.




     3.1 Conditions to Effectiveness. This Second Amendment shall become effective on the
date (the “Second Amendment Effective Date”) on which:


(a) Second Amendment. The Administrative Agent shall have received this Second Amendment,
executed and delivered by a duly authorized officer of each of the Borrower and the Required
Lenders.



(b) Acknowledgment and Confirmation. The Administrative Agent shall have received the
Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and
delivered by an authorized officer of the Borrower and each other Loan Party.




     3.2 Representation and Warranties; After giving effect to the amendments contained
herein, on the Second Amendment Effective Date the Borrower hereby confirms that the
representations and warranties set forth in Section 4 of the Credit Agreement are true and correct
in all material respects (except to the extent such representations and warranties specifically
refer to an earlier date); providedthat each reference in such Section 4 to “this
Agreement” shall be deemed to include this Second Amendment and the Credit Agreement, as amended by
this Second Amendment.



     3.3 Continuing Effect; No Other Waivers or Amendments. This Second Amendment shall not
constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the
other Loan Documents not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of the Borrower that would require an amendment, waiver
or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as
expressly amended hereby, the provisions of the Credit Agreement and the other Loan Documents are
and shall remain in full force and effect in accordance with their terms.



     3.4 Amended Agreement. For the avoidance of doubt, from and after the Second Amendment
Effective Date, all references to the Credit Agreement in the Credit Agreement and in the other
Loan Documents shall mean the Credit Agreement as amended by this Second Amendment.



     3.5 No Default. No Default or Event of Default shall have occurred and be continuing
as of the Second Amendment Effective Date after giving effect to this Second Amendment.





 









 








     3.6 Counterparts. This Second Amendment may be executed in any number of separate
counterparts by the parties hereto (including by telecopy or via electronic mail), each of which
counterparts when so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.



     3.7 Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with this Second Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.



     3.8 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.



[The remainder of this page is intentionally left blank.]





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	NEWPARK RESOURCES, INC.

 	 
	 	By:  	/s/ James E. Braun
 	 
	 	 	Name:  	James E. Braun 	 
	 	 	Title:  	Vice President & CFO 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Corwin Dupree
 	 
	 	 	Name:  	Corwin Dupree 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Second Amendment dated as of September 24, 2010 to

the Newpark Resources, Inc. Amended and Restated 

Credit Agreement dated as of December 21, 2007



BANK OF AMERICA N.A.          

          [Lender]

 	 
	 	By:  	/s/ Julie Castano
 	 
	 	 	Name:  	Julie Castano 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Second Amendment dated as of September 24, 2010 to

the Newpark Resources, Inc. Amended and Restated

Credit Agreement dated as of December 21, 2007



CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK

 	 
	 	By:  	/s/ David Gurghigian
 	 
	 	 	Name:  	David Gurghigian 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	Second Amendment dated as of September 24, 2010 to

the Newpark Resources, Inc. Amended and Restated

Credit Agreement dated as of December 21, 2007



Wells Fargo Bank, N.A.

 	 
	 	By:  	/s/ Donald W. Herrick, Jr.
 	 
	 	 	Name:  	Donald W. Herrick, Jr. 	 
	 	 	Title:  	Director 	 
	 




 









 





EXHIBIT A




FORM OF ACKNOWLEDGMENT AND CONFIRMATION





	 	1.	 	Reference is made to the Second Amendment to the Amended and Restated Credit Agreement,
dated as of September 24, 2010 (the “Second Amendment”), amending that certain Amended and
Restated Credit Agreement, dated as of December 21, 2007, as amended by that certain First
Amendment and Waiver, dated as of July 17, 2009 (as the same may be further amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among NEWPARK RESOURCES,
INC., a Delaware corporation (the “Borrower”), CALYON NEW YORK BRANCH, as Syndication Agent
(in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A., as Documentation Agent
(in such capacity, the “Documentation Agent”), JPMorgan Chase Bank, N.A. as administrative
agent (in such capacity, the “Administrative Agent”), and the other Lenders signatory
thereto.
	 
	 	2.	 	The Credit Agreement is being amended pursuant to the Second Amendment. Each of the parties
hereto hereby agrees, with respect to each Loan Document to which it is a party:






	(a)	 	all of its obligations, liabilities and indebtedness under such Loan Document, including
guarantee obligations, shall remain in full force and effect on a continuous basis after
giving effect to the Second Amendment;
	 
	(b)	 	except for (i) dispositions of property permitted by the Loan Documents and (ii) as approved
or consented to by the Lenders prior to the date hereof, all of the Liens and security
interests created and arising under such Loan Documents remain in full force and effect on a
continuous basis, and the perfected status and priority of each such Lien and security
interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted
and undischarged, after giving effect to the Second Amendment as collateral security for its
obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees
in the Loan Documents;
	 
	(c)	 	all Obligations under the Loan Documents are payable or guaranteed, as applicable, by each of
the parties hereto in accordance with the Credit Agreement and the other Loan Documents, and
each of parties hereto unconditionally and irrevocably waives any claim or defense in respect
of the Obligations existing on, or arising out of facts occurring at any time on or prior, to
the “Second Amendment Effective Date” (as said term is defined in the Second Amendment),
including, without limitation, any claim or defense based on any right of set off or
counterclaim and hereby ratifies and affirms each and every waiver of claims and defenses
granted under the Loan Documents.






	 	3.	 	THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
	 
	 	4.	 	This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on
any number of separate counterparts (including by telecopy or electronic mail), and all of
said counterparts taken together shall be deemed to constitute one and the same instrument.





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     IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation
to be duly executed and delivered by their proper and duly authorized officers as of September ___,
2010.



	 	 	 	 	 
	 	NEWPARK RESOURCES, INC. DURA-BASE NEVADA,
INC., EXCALIBAR MINERALS LLC, NEWPARK TEXAS,
L.L.C., NEWPARK DRILLING FLUIDS LLC, NEWPARK
MATS & INTEGRATED SERVICES LLC NEWPARK
ENVIRONMENTAL SERVICES MISSISSIPPI, L.P.
NEWPARK ENVIRONMENTAL SERVICES LLC NEWPARK
ENVIRONMENTAL MANAGEMENT COMPANY, L.L.C.
NEWPARK ENVIRONMENTAL WATER SOLUTIONS LLC
BATSON MILL LLC NEWPARK DRILLING FLUIDS
INTERNATIONAL LLC NEWPARK DRILLING FLUIDS
PERSONNEL SERVICES LLC


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Exhibit A to Amendment]