exv4w2






EXHIBIT 4.2




Newpark Resources, Inc.




Warrant Certificate




Dated as of March 2, 2006





 









 








TABLE OF CONTENTS




	 	 	 
	 	 	Page
	1.   Exercise of Warrant
	 	1 
	2.   Adjustment of Common Stock Issuable Upon Exercise
	 	3 
	3.   Consolidation, Merger, etc.
	 	8 
	4.   Other Dilutive Events
	 	10 
	5.   No Dilution or Impairment
	 	10 
	6.   Accountants’ Report as to Adjustments
	 	10 
	7.   Notices of Corporate Action
	 	11 
	8.   Reservation of Shares
	 	11 
	9.   Transfer and Assignment
	 	12 
	10.   Lost or Stolen Warrant
	 	12 
	11.   Warrant Agent
	 	12 
	12.   Definitions
	 	13 
	13.   Remedies
	 	15 
	14.   No Rights or Liabilities as Stockholder
	 	15 
	15.   Notices
	 	15 
	16.   Amendments
	 	15 
	17.   Descriptive Headings
	 	16 
	18.   GOVERNING LAW
	 	16 
	19.   Judicial Proceedings; Waiver of Jury
	 	16 






	 	 	 
	Exhibit 1:

	 	Form of Warrant Exercise Notice
	 
	 	 
	Exhibit 2:

	 	Form of Warrant Exercise Delivery Notice






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Neither the Warrant represented by this certificate nor the
securities issuable upon exercise hereof have been registered under
the Securities Act of 1933, as amended (the “Act”) or
applicable state securities laws. The securities have been acquired
for investment and may not be offered for sale, sold, transferred or
assigned in the absence of an effective registration statement for
the securities under the Act and applicable state securities laws,
or unless an exemption from registration is available and an opinion
of counsel, reasonably satisfactory to Newpark Resources, Inc. shall
have been furnished to Newpark Resources, Inc.



			
	 	 	 
	Warrant No. W-1
	 	1,911,836 Shares of Common Stock






Warrant Certificate




Newpark Resources, Inc.




     Newpark Resources, Inc. (the “Issuer”), a Delaware corporation, for value received,
hereby certifies that Fletcher International Limited, or registered assigns, is entitled to
purchase from the Issuer 1,911,836 duly authorized, validly issued, fully paid and non-assessable
shares of common stock, par value $0.01 per share (the “Common Stock”) of the Issuer at the
purchase price per share of $10.0126, at any time or from time to time prior to 12:01 A.M., New
York City time, on June 1, 2007 (or such later date as may be determined pursuant to the terms
hereof) (the “Termination Date”), all subject to the terms, conditions and adjustments set
forth below in this Warrant.


1. Exercise of Warrant. The Warrant represented hereby was issued on March 2, 2006 pursuant
to the Agreement between Fletcher International Limited and the Issuer dated as of May 30, 2000
(the “Main Agreement”), and is subject to the terms and conditions thereof. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the
Main Agreement. A copy of the Main Agreement may be obtained by the registered holder hereof upon
written request to the Issuer.




     1.1 Manner of Exercise. This Warrant may be exercised by the holder hereof, in whole or
in part, from time to time, on any Trading Day, by facsimile, mail or overnight courier delivery of
a notice in substantially the form attached to this Warrant (or a reasonable facsimile thereof)
duly executed by such holder (a “Warrant Exercise Notice”). The closing of each exercise
shall take place (i) on the third Trading Day following the date the Warrant Exercise Notice is
delivered, (ii) such later date as the conditions set forth in Section 1.2 have been waived or
satisfied or (iii) any other date upon which the exercising holder and the Issuer mutually agree
(the “Warrant Closing Date”).



     1.2 Conditions to Closing. It shall be a condition of the exercising holder’s obligation
to close that each of the following are satisfied, unless waived by such holder:



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     (a) (i) The representations and warranties made by the Issuer in the Main Agreement
shall be true and correct as of the Warrant Closing Date, except as otherwise disclosed
prior to the date of the Warrant Exercise Notice to the registered holders of the Warrant
either in writing directed to them or in a periodic or current report filed with the SEC;
(ii) the Issuer shall have complied fully with all of the covenants and agreements in the
Main Agreement; (iii) all shares to be issued upon such exercise are duly listed and
admitted to trading on each securities exchange, if any, on which the Issuer’s Common Stock
is listed; and (iv) such holder shall have received a certificate of the Chief Executive
Officer or the Chief Financial Officer of the Issuer dated such date and to the effect of
clauses (i), (ii) and (iii).




     (b) On the Warrant Closing Date, the Issuer shall have delivered to the holder an
opinion of Ervin, Cohen & Jessup LLP (or such other counsel reasonably satisfactory to such
holder) reasonably satisfactory to such holder, dated the date of delivery, confirming in
substance the matters covered in paragraphs (a), (b), (c), (d), (e) and (f) of Section 3 of
the Main Agreement, subject to any changes required to reflect exceptions referred to in
clause (a)(i) above.




     (c) On the Warrant Closing Date, all shares to be issued upon such exercise shall be
duly listed and admitted for trading on the New York Stock Exchange, if the Issuer’s Common
Stock is so listed.


The Issuer shall use commercially reasonable efforts to cause each of the foregoing conditions to
be satisfied at the earliest possible date. If such conditions are not satisfied or waived prior
to the third Trading Day following the date the Warrant Exercise Notice is delivered, then the
holder may, at its sole option, at any time, withdraw the Warrant Exercise Notice by written notice
to the Issuer regardless of whether such conditions have been satisfied or waived as of the
withdrawal date and, after such withdrawal, shall have no further obligations with respect to such
Warrant Exercise Notice and may submit a Warrant Exercise Notice on any future date with respect to
the shares referenced in the original Warrant Exercise Notice. Withdrawal of such Warrant Exercise
Notice shall be the exercising holder’s sole remedy for the Issuer’s failure to cause such
conditions to be satisfied, except to the extent that such failure constitutes a breach of the
provisions of the Main Agreement.




     1.3 When Exercise Effective. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the Trading Day on which the Warrant
Exercise Notice is delivered as provided in Section 1.1, and at such time the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock (or Other
Securities) shall be issuable upon such exercise as provided in Section 1.4 shall be deemed to have
become the holder or holders of
record thereof. Provided that such exercise shall not be deemed effective if and as of the
date that the holder delivers written notice of withdrawal to the Issuer as set forth in Section
1.2.



     1.4 Delivery of Warrant and Payment. On the Warrant Closing Date, the registered holder
shall surrender this Warrant Certificate to the Issuer at the address set forth for notices to the
Issuer in Section 19 of the Main Agreement and shall deliver payment in cash, by wire transfer to
the Issuer’s account designated in Section 19 of the Main Agreement of immediately



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available funds
or by certified or official bank check payable to the order of the Issuer, or in the manner
provided in Section 6(c)(x) or Section 6(c)(y) of the Main Agreement in the amount obtained by
multiplying (a) the number of shares of Common Stock (without giving effect to any adjustment
thereof) designated in such notice by (b) $10.0126, and such holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided in Sections 2, 3 and 4.



     1.5 Delivery of Stock Certificates, etc. On the Warrant Closing Date, the Issuer at its
expense (including the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the holder hereof or as such holder may direct,




     (a) at such address specified by the holder via reputable overnight courier, one or
more certificates for the number of duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock (or Other Securities) to which such holder shall be
entitled upon such exercise plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per
share on the Trading Day next preceding the date of such exercise, and




     (b) in case such exercise is in part only, at such address specified by the holder via
reputable overnight courier, a new Warrant of like tenor, calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock equal (without giving effect
to any adjustment thereof) to the number of such shares called for on the face of this
Warrant minus the number of such shares designated by the holder upon such exercise as
provided in Section 1.1.



2. Adjustment of Common Stock Issuable Upon Exercise.




     2.1 General; Warrant Price. The number of shares of Common Stock which the holder of this
Warrant shall be entitled to receive upon each exercise hereof shall be determined by multiplying
the number of shares of Common Stock which would otherwise (but for the provisions of Sections 2, 3
and 4) be issuable upon such exercise, as designated by the holder hereof pursuant to Section 1.1,
by the fraction of which (a) the numerator is $10.0126 and (b) the denominator is the Warrant Price
in effect on the date of such exercise. The “Warrant Price” shall initially be $10.0126
per share,
shall be adjusted and readjusted from time to time as provided in the Main Agreement or in
Sections 2, 3 and 4 hereof and, as so adjusted or readjusted, shall remain in effect until a
further adjustment or readjustment thereof is required by the Main Agreement or by Sections 2, 3
and 4 hereof.



     2.2 Adjustment of Warrant Price.




     (a) Issuance of Additional Shares of Common Stock. In case the Issuer at any
time or from time to time after the date hereof shall issue or sell Additional Shares of
Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to
Section 2.3 or 2.4) without consideration or for a consideration per share less than the
greater of the Market Price and the Warrant Price in effect immediately prior to such issue
or sale, then, and in each such case, subject to Section 2.8, such Warrant Price



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shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of
a cent) determined by multiplying such Warrant Price by a fraction;




     (i) the numerator of which shall be (1) the number of shares of Common
Stock outstanding immediately prior to such issue or sale plus (2) the
number of shares of Common Stock which the aggregate consideration received
by the Issuer for the total number of such Additional Shares of Common Stock
so issued or sold would purchase at the greater of such Market Price and
such Warrant Price, and




     (ii) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such issue or sale,


provided that, for the purposes of this Section 2.2(a) (x) immediately after any Additional Shares
of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4, such Additional
Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be
outstanding.





     (b) Dividends and Distributions. In case the Issuer at any time or from time
to time after the date hereof shall declare, order, pay or make a dividend or other
distribution (including, without limitation, any distribution of other or additional stock
or other securities or property or Options by way of dividend or spin-off, reclassification,
recapitalization, or similar corporate rearrangement) on the Common Stock, other than a
dividend payable in Additional Shares of Common Stock, then, subject to Section 2.8, the
Warrant Price in effect immediately prior to the close of business on the record date fixed
for the determination of holders of any class of securities entitled to receive such
dividend or distribution shall be reduced, effective as of the close of business on such
record date, to a price (calculated to the nearest .001 of a cent) determined by multiplying
such Warrant Price by a fraction




     (i) the numerator of which shall be the Market Price in effect on the
Trading Day immediately prior to such record date or, if the Common Stock
trades on an ex-dividend basis, on the date prior to the
commencement of ex-dividend trading, less the amount of such dividend
or distribution (as determined in good faith by the Board of Directors of
the Issuer) applicable to one share of Common Stock, and




     (ii) the denominator of which shall be such Market Price.



     2.3 Treatment of Options and Convertible Securities. In case the Issuer at any time or
from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record
date for the determination of holders of any class of securities entitled to receive, any Options
or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of
Common Stock (as set forth in the instrument relating thereto, without regard to any provisions
contained therein for a subsequent adjustment of such number) issuable upon the exercise of such
Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange
of such Convertible Securities, shall be deemed to be Additional Shares



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of Common Stock issued as
of the time of such issue, sale, grant or assumption or, in case such a record date shall have been
fixed, as of the close of business on such record date (or, if the Common Stock trades on an
ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that
such Additional Shares of Common Stock shall not be deemed to have been issued unless the
consideration per share (determined pursuant to Section 2.5) of such shares would be less than the
greater of the Market Price and the Warrant Price in effect on the date of and immediately prior to
such issue, sale, grant or assumption or immediately prior to the close of business on such record
date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement
of ex-dividend trading), as the case may be, and provided, further, that in any such case in which
Additional Shares of Common Stock are deemed to be issued




     (a) no further adjustment of the Warrant Price shall be made upon the subsequent issue
or sale of Convertible Securities or shares of Common Stock upon the exercise of such
Options or the conversion or exchange of such Convertible Securities, except in the case of
any such Options or Convertible Securities which contain provisions requiring an adjustment,
subsequent to the date of the issue or sale thereof, of the number of Additional Shares of
Common Stock issuable upon the exercise of such Options or the conversion or exchange of
such Convertible Securities for any reason, each such case to be deemed hereunder to involve
a separate issuance of Additional Shares of Common Stock, Options or Convertible Securities,
as the case may be;




     (b) if such Options or Convertible Securities by their terms provide, with the passage
of time or otherwise, for any change in the consideration payable to the Issuer, or decrease
in the number of Additional Shares of Common Stock issuable, upon the exercise, conversion
or exchange thereof (by change of rate or otherwise), the Warrant Price computed upon the
original issue, sale, grant or assumption thereof (or upon the occurrence of the record
date, or date prior to the commencement of ex-dividend trading, as the case may be, with
respect thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options, or the rights of conversion or exchange under such
Convertible Securities, which are outstanding at such time;




     (c) upon the expiration (or purchase by the Issuer and cancellation or retirement) of
any such Options which shall not have been exercised or the expiration of any rights of
conversion or exchange under any such Convertible Securities which (or purchase by the
Issuer and cancellation or retirement of any such Convertible Securities the rights of
conversion or exchange under which) shall not have been exercised, the Warrant Price
computed upon the original issue, sale, grant or assumption thereof (or upon the occurrence
of the record date, or date prior to the commencement of ex-dividend trading, as the case
may be, with respect thereto), and any subsequent adjustments based thereon, shall, upon
such expiration (or such cancellation or retirement, as the case may be), be recomputed as
if:




     (i) in the case of Options for Common Stock or Convertible Securities,
the only Additional Shares of Common Stock issued or sold were the
Additional Shares of Common Stock, if any, actually issued or



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sold upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities and the consideration received therefor was the consideration
actually received by the Issuer for the issue, sale, grant or assumption of
all such Options, whether or not exercised, plus the consideration actually
received by the Issuer upon such exercise, or for the issue or sale of all
such Convertible Securities which were actually converted or exchanged, plus
the additional consideration, if any, actually received by the Issuer upon
such conversion or exchange, and




     (ii) in the case of Options for Convertible Securities, only the
Convertible Securities, if any, actually issued or sold upon the exercise of
such Options were issued at the time of the issue, sale, grant or assumption
of such Options, and the consideration received by the Issuer for the
Additional Shares of Common Stock deemed to have then been issued was the
consideration actually received by the Issuer for the issue, sale, grant or
assumption of all such Options, whether or not exercised, plus the
consideration deemed to have been received by the Issuer (pursuant to
Section 2.5) upon the issue or sale of such Convertible Securities with
respect to which such Options were actually exercised;




     (d) no readjustment pursuant to subdivision (b) or (c) above shall have the effect of
increasing the Warrant Price by an amount in excess of the amount of the adjustment thereof
originally made in respect of the issue, sale, grant or assumption of such Options or
Convertible Securities; and




     (e) in the case of any such Options which expire by their terms not more than 30 days
after the date of issue, sale, grant or assumption thereof, no adjustment of the Warrant
Price shall be made until the expiration or exercise of all such Options, whereupon such
adjustment shall be made in the manner provided in subdivision (c) above.



     2.4 Treatment of Stock Dividends, Stock Splits, etc.
In case the Issuer at any time or from time to time after the date hereof shall declare or pay
any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each
such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of
any such dividend, immediately after the close of business on the record date for the determination
of holders of any class of securities entitled to receive such dividend, or (b) in the case of any
such subdivision, at the close of business on the day immediately prior to the day upon which such
corporate action becomes effective.



     2.5 Computation of Consideration. For the purposes of this Section 2,




     (a) the consideration for the issue or sale of any Additional Shares of Common Stock
shall, irrespective of the accounting treatment of such consideration,



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     (i) insofar as it consists of cash, be computed at the net amount of
cash received by the Issuer, without deducting any expenses paid or incurred
by the Issuer or any commissions or compensations paid or concessions or
discounts allowed to underwriters, dealers or others performing similar
services in connection with such issue or sale,




     (ii) insofar as it consists of property (including securities) other
than cash, be computed at the fair value thereof at the time of such issue
or sale, as determined in good faith by the Board of Directors of the
Issuer, and




     (iii) in case Additional Shares of Common Stock are issued or sold
together with other stock or securities or other assets of the Issuer for a
consideration which covers both, be the portion of such consideration so
received, computed as provided in clauses (i) and (ii) above, allocable to
such Additional Shares of Common Stock, all as determined in good faith by
the Board of Directors of the Issuer;




     (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section
2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for
a consideration per share determined by dividing




     (i) the total amount, if any, received and receivable by the Issuer as
consideration for the issue, sale, grant or assumption of the Options of
Convertible Securities in question, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent
adjustment of such consideration to protect against dilution) payable to the
Issuer upon the exercise in full of such Options or the conversion or
exchange of such Convertible Securities or, in the case of Options for
Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible
Securities, in each case computing such consideration as provided in the
foregoing subdivision (a),




     by




     (ii) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number to protect against
dilution) issuable upon the exercise of such Options or the conversion or
exchange of such Convertible Securities (including the full conversion or
exchange of all Options and Convertible Securities underlying such Options
and Convertible Securities); and



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     (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section
2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued
for no consideration.



     2.6 Adjustments for Combinations, etc. In case the outstanding shares of Common Stock
shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, the Warrant Price in effect immediately prior to such combination or consolidation
shall, concurrently with the effectiveness of such combination or consolidation, be proportionately
increased.



     2.7 Dilution in Case of Other Securities. In case any Other Securities shall be issued or
sold or shall become subject to issue or sale upon the conversion or exchange of any stock (or
(Other Securities) of the Issuer (or any issuer of Other Securities or any other Person referred to
in Section 3) or to subscription, purchase or other acquisition pursuant to any Options issued or
granted by the Issuer (or any such other issuer or Person) for a consideration such as to dilute,
on a basis consistent with the standards established in the other provisions of this Section 2, the
purchase rights granted by this Warrant, then, and in each such case, the computations, adjustments
and readjustments provided for in this Section 2 with respect to the Warrant Price shall be made as
nearly as possible in the manner so provided and applied to determine the amount of Other
Securities from time to time receivable upon the exercise of the Warrant, so as to protect the
holder or holders of the Warrant against the effect of such dilution.



     2.8 Minimum Adjustment of Warrant Price. If the amount of any adjustment of the Warrant
Price required pursuant to this Section 2 would be less than one tenth (1/10) of one percent (1%)
of the Warrant Price in effect at the time such adjustment is otherwise so required to be made,
such amount shall be carried forward and adjustment with respect thereto made at the time of and
together with any subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate at least one tenth (1/10) of one percent (1%) of such
Warrant Price.



3. Consolidation, Merger, etc.




     3.1 Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case
the Issuer after the date hereof (a) is party to any acquisition of the Issuer by means of merger
or other form of corporate reorganization in which outstanding shares of the Issuer are exchanged
for securities or other consideration issued, or caused to be issued, by the Acquiring Person or
its subsidiary or affiliate, (b) a sale of all or substantially all of the assets of the Issuer (on
a consolidated basis) (c) any other transaction or series of related transactions in which the
power to cast the majority of the eligible votes at a meeting of the Issuer’s stockholders at which
directors are elected is transferred to a single entity or group acting in concert, or (d) shall
effect a capital reorganization or reclassification of the Common Stock or Other Securities (other
than a capital reorganization or reclassification resulting in the issue of Additional Shares of
Common Stock for which adjustment in the Warrant Price is provided in Section 2.2(a) or 2.2(b),
then, and in the case of each such transaction, proper provision shall be made so that, upon the
basis and the terms and in the manner provided in this Warrant, the holder of this Warrant, upon
the exercise hereof at any time after the consummation of such transaction, shall be entitled to
receive (at the aggregate price payable by such holder in effect at the time of such consummation



8









 







for all Common Stock or Other Securities issuable upon such exercise immediately prior to such
consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to
such consummation, either of the following, as shall be elected, in whole or in part, from time to
time, by such holder:




     (i) the stock and other securities, cash and property to which such
holder would have been entitled upon such consummation if such holder had
exercised the rights represented by this Warrant immediately prior thereto,
subject to adjustments (subsequent to such corporate action) as nearly
equivalent as possible to the adjustments provided for in Section 2 and this
Section 3;




     (ii) the number of shares of common stock of the Acquiring Person or
its Parent, at the election of the holder (subject to adjustments,
subsequent to such corporate action, as nearly equivalent as possible to the
adjustments provided for in Section 2 and this Section 3), determined by
dividing (A) the amount equal to the product obtained by multiplying (1) the
number of shares of Common Stock (or Other Securities) to which the holder
of this Warrant would have been entitled had such holder exercised this
Warrant immediately prior to such consummation, times (2) the greater of the
Acquisition Price and the Warrant Price in effect on the Trading Day
immediately preceding the date of such consummation, by (B) the Market Price
per share of the common stock of the Acquiring Person or its Parent, as the
case may be, on the Trading Day immediately preceding the date of such
consummation; or




     (iii) cash in an amount equal to 33% of the aggregate Warrant Price of
the unexercised portion of the Warrant on the Trading Day immediately
preceding the date of such consummation, provided, however, (A) that the
Issuer shall not under any circumstances be obligated to pay cash to any
holder, the Issuer’s obligation being limited to the obligation to require
any Acquiring Person and its Parent to agree to pay such cash as a condition
to consummating any of the transactions described in clauses (a) through (d)
of this Section 3.1 and (B) the holder shall not be obligated to pay any
consideration to exercise the Warrant in order to receive the cash payment
specified in this clause (iii).



     3.2 Assumption of Obligations. Notwithstanding anything contained in the Warrant or in
the Main Agreement to the contrary, the Issuer will not effect any of the transactions described in
clauses (a) through (d) of Section 3.1 unless, prior to the consummation thereof, each Person
(other than the Issuer) which may be required to deliver any stock, securities, cash or property
upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the holder of this Warrant, (a) the obligations of the Issuer
under this Warrant (and if the Issuer shall survive the consummation of such transaction, such
assumption shall be in addition to, and shall not release the Issuer from, any continuing
obligations of the Issuer under this Warrant), and (b) the obligation to deliver to such holder
such shares of stock, securities, cash or property as, in accordance with the foregoing



9









 







provisions
of this Section 3, such holder may be entitled to receive, and such Person shall have similarly
delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and
effect and the terms hereof (including, without limitation, all of the provisions of this Section
3) shall be applicable to the stock, securities, cash or property which such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.
Nothing in this Section 3 shall be deemed to authorize the Issuer to enter into any transaction not
otherwise permitted by Section 10 of the Main Agreement.


4. Other Dilutive Events. In case any event shall occur as to which the provisions of
Sections 2 and 3 are not strictly applicable but the failure to make any adjustment would not
fairly protect the purchase rights represented by this Warrant in accordance with the essential
intent and principles of such Sections, then, in each such case, the Issuer shall appoint a firm of
independent certified public accountants of recognized national standing (which shall not be the
regular auditors of the Issuer), which shall give their opinion upon the adjustment, if any, on a
basis consistent with the essential intent and principles established in Sections 2 and 3,
necessary to preserve, without dilution, the purchase rights represented by this Warrant. Upon
receipt of such opinion, the Issuer will promptly deliver a copy thereof via facsimile and
overnight courier to the holder or holders of this Warrant and shall make the adjustments described
therein.



5. No Dilution or Impairment.
The Issuer will not, by amendment of its certificate of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against dilution or other impairment. Without limiting
the generality of the foregoing, the Issuer (a) will not permit the par value of any shares of
stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such
exercise, (b) will take all such action as may be necessary or appropriate in order that the Issuer
may validly and legally issue fully paid and non-assessable shares of stock on the exercise of the
Warrants from time to time outstanding, and (c) will not take any action which results in any
adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities)
issuable after the action upon the exercise of all of the Warrants would exceed the total number of
shares of Common Stock (or Other Securities) then authorized by the Issuer’s certificate of
incorporation and available for the purpose of issue upon such exercise.



6. Accountants’ Report as to Adjustments. In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the
Issuer at its expense will promptly compute such adjustment or readjustment in accordance with the
terms of this Warrant and cause independent certified public accountants of recognized national
standing (which may be the regular auditors of the Issuer) selected by the Issuer to verify such
computation (other than any computation of the fair value of property as determined in good faith
by the Board of Directors of the Issuer) and prepare a report setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof and the facts upon
which such adjustment or readjustment is based, including a statement of (a) the consideration
received or to be received by the Issuer for any Additional Shares of


10









 






 Common Stock issued or sold
or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be
outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale as
adjusted and readjusted (if required by Section 2, 3 or 4) on account thereof. The Issuer will
forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written
request at any time of any holder of a Warrant, furnish to such holder a like report setting forth
the Warrant Price at the time in effect and showing in reasonable detail how it was calculated.
The Issuer will also keep copies of all such reports at its principal office and will cause the
same to be available for inspection at such office during normal business hours by any holder of a
Warrant or any prospective purchaser of a Warrant designated by the holder thereof.




7. Notices of Corporate Action. In the event of




     7.1 any taking by the Issuer of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any dividend (other than a
regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the
amount of the immediately preceding cash dividend for such period) or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, or



     7.2 any capital reorganization of the Issuer, any reclassification or recapitalization of the
capital stock of the Issuer or any consolidation or merger involving the Issuer and any other
Person or any transfer of all or substantially all the assets of the Issuer to any other Person, or



     7.3 any voluntary or involuntary dissolution, liquidation or winding-up of the Issuer, the
Issuer will mail to each holder of a Warrant a notice specifying (i) the date or expected date on
which any such record is to be taken for the purpose of such dividend, distribution or right, and
the amount and character of such dividend, distribution or right, and (ii) the date or expected
date on which any such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is
to be fixed, as of which the holders of record of Common Stock (or Other Securities) shall be
entitled to exchange their shares of Common Stock (or Other Securities) for the securities or other
property deliverable upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 45
days prior to the date therein specified.


8. Reservation of Shares. For so long as the Warrant represented hereby has not been
exercised in full, the Issuer shall at all times prior to the Termination Date reserve and keep
available, free from pre-emptive rights, out of its authorized but unissued capital stock, the
number of shares set forth in the Main Agreement. In the event the number of Common Shares
issuable exceeds the authorized number of shares of Common Stock or other securities, the Issuer
shall promptly take all actions necessary to increase the authorized number, including causing its
Board of Directors to call a special meeting of shareholders and recommend such increase.




11









 







9. Transfer and Assignment.




     9.1 By accepting delivery of this Warrant Certificate, the registered holder hereof covenants
and agrees with the Issuer not to exercise the Warrant or transfer the Warrant or the Common Shares
represented hereby except in compliance with the terms of the Main Agreement and this Warrant
Certificate.



     9.2 By accepting delivery of this Warrant Certificate, the registered holder hereof covenants
and agrees with the Issuer that no Warrant may be sold or assigned, in whole or in part, unless
such sale or assignment complies with applicable federal and state securities laws and until such
holder shall deliver to the Issuer (i) written notice of such transfer and of the name and address
of the transferee and such notice has been received by the Issuer; (ii) a written agreement of the
transferee to comply with the terms of the Main Agreement and this Warrant Certificate; and (iii) a
certificate of the transferee and an opinion of counsel reasonably satisfactory to the Issuer that
such transfer complies with applicable federal and state securities laws; provided, however, that
nothing in this Warrant Certificate shall limit the right or ability of the holder to engage in
hedging transactions with respect to the Warrant or the underlying
Common Shares. If a portion of the Warrant is transferred, all rights of the registered
holder hereunder may be exercised by the transferee provided that any registered holder of the
Warrant may deliver a Warrant Exercise Notice only with respect to the Common Shares subject to
such holder’s portion of the Warrant.



     9.3 The Issuer will pay all documentary stamp taxes (if any) attributable to the issuance of
Common Shares upon the exercise of the Warrant by the registered holder hereof; provided, however,
that the Issuer shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the registration of the Warrant Certificate or any certificates for Common
Shares in a name other than that of the registered holder of the Warrant Certificate surrendered
upon the exercise of a Warrant, and the Issuer shall not be required to issue or deliver the
Warrant Certificate or certificates for Common Shares unless or until the person or persons
requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have
established to the reasonable satisfaction of the Issuer that such tax has been paid.


10. Lost or Stolen Warrant. In case this Warrant Certificate shall be mutilated, lost, stolen
or destroyed, the Issuer may in its discretion issue in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor, but only upon
receipt of evidence reasonably satisfactory to the Issuer of such loss, theft or destruction of
such Warrant Certificate and indemnity, if requested, reasonably satisfactory to the Issuer.
Applicants for a substitute Warrant Certificate shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Issuer may prescribe.



11. Warrant Agent. The Issuer (and any corporation into which the Issuer is merged or any
corporation resulting from any consolidation to which the Issuer is a party) shall serve as warrant
agent (the “Warrant Agent”) under this Warrant. The Warrant Agent hereunder shall at all
times maintain a register (the “Warrant Register”) of the holders of Warrant. Upon 30
days’ notice to the registered holder hereof, the Issuer may appoint a new Warrant Agent. Such new
Warrant


12









 






Agent shall be a corporation doing business and in good standing under the laws of the
United States or any state thereof, and having a combined capital and surplus of not less than
$100,000,000. The combined capital and surplus of any such new Warrant
Agent shall be deemed to be
the combined capital and surplus as set forth in the most recent report of its condition published
by such Warrant Agent prior to its appointment; provided that such reports are published at least
annually pursuant to law or to the requirements of a federal or state supervising or examining
authority. After acceptance in writing of such appointment by the new Warrant Agent, it shall be
vested with the same powers, rights, duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any
reason it shall be reasonably necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Issuer and shall be legally
and validly executed and delivered by the Issuer. Any corporation into which any new Warrant Agent
may be merged or any corporation resulting from any consolidation to which any new
Warrant Agent shall be a party or any corporation to which any new Warrant Agent transfers
substantially all of its corporate trust or shareholders services business shall be a successor
Warrant Agent under this Warrant without any further act; provided that such corporation (i) would
be eligible for appointment as successor to the Warrant Agent under the provisions of this Section
11 or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent
shall promptly cause notice of its succession as Warrant Agent to be delivered via reputable
overnight courier to the registered holder hereof at such holder’s last address as shown on the
Warrant Register.



12. Definitions. As used herein, unless the context otherwise requires, the following terms
have the following respective meanings:




     12.1 Acquiring Person: With reference to the transactions referred to in clauses (a)
through (d) of section 3.1, the continuing or surviving corporation of a consolidation or merger
with the Issuer (if other than the Issuer), the transferee of substantially all of the properties
or assets of the Issuer, the corporation consolidating with or merging into the Issuer in a
consolidation or merger in connection with which the Common Stock is changed into or exchanged for
stock or other securities of any other Person or cash or any other property, or, in the case of a
capital reorganization or reclassification, the Issuer.



     12.2 Acquisition Price: As applied to the Common Stock, (a) the Market Price on the
date immediately preceding the date on which any transaction to which Section 3 applies is
consummated, or (b) if a purchase, tender or exchange offer is made by the Acquiring Person (or by
any of its affiliates) to the holders of the Common Stock and such offer is accepted by the holders
of more than 50% of the outstanding shares of Common Stock, the greater of (i) the price determined
in accordance with the provisions of the foregoing clause (a) of this sentence and (ii) the Market
Price on the date immediately preceding the acceptance of such offer by the holders of more than
50% of the outstanding shares of Common Stock.



     12.3 Additional Shares of Common Stock: All shares (including treasury shares) of
Common Stock issued or sold (or, pursuant to section 2.3 or 2.4, deemed to be issued) by the Issuer
after the date hereof, whether or not subsequently reacquired or retired by the Issuer, other than
shares issued upon the exercise of the Warrants; provided, however, that this term shall not
include Excluded Stock.



13









 





     12.4 Common Stock: As defined in the introduction to this Warrant, such term to
include any stock into which such Common Stock shall have been changed or any stock resulting from
any reclassification of such Common Stock, and all other stock of any class or classes (however
designated) of the Issuer the holders of which have the right, without limitation as to amount,
either to all or to a share of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference to Common Stock shares.



     12.5 Convertible Securities: Any evidences of indebtedness, shares of stock (other
than Common Stock) or other securities directly or indirectly convertible into or exchangeable for
Additional Shares of Common Stock.



     12.6 Excluded Stock: (A) Options and rights to purchase up to 9,949,008 shares of
Common Stock, which options and rights are issued (i) pursuant to the terms of the Benefit Plans;
(ii) in the ordinary course of business, consistent with past practice of the Company (in the case
of the Benefit Plans other than the 1999 Employee Stock Purchase Plan); and (iii) with an exercise
price not less than the Market Price on the date of grant or, in the case of shares purchased under
the 1999 Employee Stock Purchase Plan), at a purchase price not less than 85% of the Market Price
on the first or last day of the applicable offering period, whichever is lower; (B) Dividends on,
or conversion of, the Issuer’s Series A Cumulative Perpetual Preferred Stock, Series B Preferred
Stock and Series C Convertible Preferred Stock paid in Common Stock in accordance with the
Certificate of Designation of the Series A Cumulative Perpetual Preferred Stock, the Certificate of
Rights and Preferences of the Series B Preferred Stock and the Certificate of Rights and
Preferences of the Series C Convertible Preferred Stock; (C) Common Stock issued upon exercise of
the warrant issued to SCF-IV, L.P. or this Warrant; or (D) Common Stock issued in connection with a
Combination.



     12.7 Issuer: As defined in the introduction to this Warrant, such term to include any
corporation which shall succeed to or assume the obligations of the Issuer.



     12.8 Market Price: On any date specified herein, the amount per share of the Common
Stock (or, for purposes of determining Market Price of the common stock of an Acquiring Person or
its Parent under Section 3, the common stock of such Acquiring Person or such Parent), equal to (a)
the daily volume-weighted average price on the NYSE (as defined in the Main Agreement) or, if no
such sale takes place on such date, the average of the closing bid and asked prices on the NYSE
thereof on such date, in each case as reported by Bloomberg, L.P. (or by such other Person as the
holder and the Issuer may agree), or (b) if such Common Stock is not then listed or admitted to
trading on the NYSE, the higher of (x) the book value thereof as determined by any firm of
independent public accountants of recognized standing selected by the Board of Directors of the
Issuer as of the last day of any month ending within 60 days preceding the date as of which the
determination is to be made or (y) the fair value thereof determined in good faith by the Board of
Directors of the Issuer as of a date which is within 18 days of the date as of which the
determination is to be made.



     12.9 Options: Rights, options or warrants to subscribe for, purchase or otherwise
acquire either Additional Shares of Common Stock or Convertible Securities.



14









 





     12.10 Other Securities: Any stock (other than Common Stock) and other securities of
the Issuer or any other Person (corporate or otherwise) which the holders of the Warrants at any
time shall be entitled to receive, or shall have received, upon the exercise of the Warrants, in
lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities.



     12.11 Parent: As to any Acquiring Person any corporation which (a) controls the
Acquiring Person directly or indirectly through one or more intermediaries, (b) is required to
include the Acquiring Person in the consolidated financial statements contained in such
Parent’s Annual Report on Form 10-K and (c) is not itself included in the consolidated financial
statements of any other Person (other than its consolidated subsidiaries).



     12.12 Person: A corporation, an association, a partnership, an organization, a
business, an individual, a government or political subdivision thereof or a governmental agency.



     12.13 Termination Date: The date set forth in the first paragraph hereof, provided
that the Termination Date shall be extended by one day for each day that the Registration
Requirement (as defined in the Main Agreement) is not satisfied.



     12.14 Voting Securities: Stock of any class or classes (or equivalent interests), if
the holders of the stock of such class or classes (or equivalent interests) are ordinarily, in the
absence of contingencies, entitled to vote for the election of the directors (or persons performing
similar functions) of such business entity, even though the right so to vote has been suspended by
the happening of such a contingency.


13. Remedies. The Issuer stipulates that the remedies at law of the holder of this Warrant in
the event of any default or threatened default by the Issuer in the performance of or compliance
with any of the terms of this Warrant are not and will not be adequate and that, to the fullest
extent permitted by law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.



14. No Rights or Liabilities as Stockholder. Nothing contained in this Warrant shall be
construed as conferring upon the holder hereof any rights as a stockholder of the Issuer or as
imposing any obligation on such holder to purchase any securities or as imposing any liabilities on
such holder as a stockholder of the Issuer, whether such obligation or liabilities are asserted by
the Issuer or by creditors of the Issuer.



15. Notices. All notices and other communications under this Warrant shall be in writing and
shall be delivered by a nationally recognized overnight courier, postage prepaid, addressed (a) if
to Fletcher or the Issuer, in the manner provided in the Main Agreement, or (b) if to any other
holder of any Warrant, at the registered address of such holder as set forth in the register kept
at the principal office of the Issuer, provided that the exercise of any Warrant shall be effective
in the manner provided in Section 1.



16. Amendments. This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.













15











 




17. Descriptive Headings. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.



18. GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.



19. Judicial Proceedings; Waiver of Jury. Any judicial proceeding brought against the Issuer
with respect to this Warrant may be brought in any court of competent jurisdiction in the State of
New York or of the United States of America for the Southern District of New York and, by execution
and delivery of this Warrant, the Issuer (a) accepts, generally and unconditionally, the
nonexclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to
be bound by any judgment rendered thereby in connection with this Warrant, subject to any rights of
appeal, and (b) irrevocably waives any objection the Issuer may now or hereafter have as to the
venue of any such suit, action or proceeding brought in such a court or that such court is an
inconvenient forum. The Issuer hereby waives personal service of process and consents, that
service of process upon it may be made by certified or registered mail, return receipt requested,
at its address specified or determined in accordance with the provisions of Section 15, and service
so made shall be deemed completed on the third Business Day after such service is deposited in the
mail or, if earlier, when delivered. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of any holder of any Warrant to bring
proceedings against the Issuer in the courts of any other jurisdiction. THE ISSUER HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS WARRANT OR THE RELATIONSHIP ESTABLISHED HEREUNDER. This Warrant Certificate shall not be
valid unless signed by the Issuer.




[Remainder of Page Left Blank Intentionally]




16









 





     IN WITNESS WHEREOF, Newpark Resources, Inc. has caused this Warrant Certificate to be signed
by its duly authorized officer.



     Dated: March 2, 2006



	 	 	 	 	 
	 	NEWPARK RESOURCES, INC.

 	 
	 	By:  	/s/ Matthew W. Hardey 	 
	 	 	Name:  	Matthew W. Hardey 	 
	 	 	Title:  	Vice President of Finance & CFO 	 



17









 






	 	 	 	 	 



Exhibit 1




[FORM OF WARRANT EXERCISE NOTICE]




(To be Executed Upon Exercise Of the Warrant)




[DATE]




Newpark Resources, Inc.

3850 North Causeway Boulevard

Suite 1770

Metairie, Louisiana 70002

Attention: [Chief Financial Officer]





     Re:       Warrant No. W-1



Ladies and Gentlemen:




     The undersigned is the registered holder of the above-referenced warrant (the “Warrant”)
issued by Newpark Resources, Inc. (the “Issuer”), evidenced by copy of the Warrant Certificate
attached hereto, and hereby elects to exercise the Warrant to purchase
[                    ]1 Common Shares (as defined in such Warrant Certificate) [cash
exercise: and shall deliver on the Warrant Closing Date via wire transfer of immediately available
funds or by certified or official bank check] [cashless exercise: and, pursuant to Section 6(c)(x)
of the Main Agreement (as defined in the Warrant Certificate) shall be deemed to have tendered]
$[                    ] by wire transfer or by certified or official bank check to the order of Newpark
Resources, Inc. as payment for such Common Shares in accordance with the terms of such Warrant
Certificate and the Main Agreement (as defined in the Warrant Certificate).



     In accordance with the terms of the attached Warrant Certificate, the undersigned requests
that certificates for such shares be registered in the name of and delivered to the undersigned at
the following address:


[TO BE ADDED]




     The undersigned will deliver the original of the Warrant Certificate no later than the second
Trading Day after and excluding the date of this notice.



     [If the number of Common Shares to be delivered is less than the total number of Common Shares
deliverable under the Warrant, insert the following —  The undersigned requests





 




			
	1	 	Insert here the number of shares called for on the face
of this Warrant (or, in the case of a partial exercise, the portion thereof as
to which this Warrant is being exercised), in either case without making any
adjustment for Additional Shares of Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment provisions of
this Warrant, may be delivered upon exercise. In the case of partial exercise,
a new Warrant or Warrants will be issued and delivered, representing the
unexercised portion of the Warrant, to the holder surrendering the Warrant.




1 - 1









 









that a new warrant certificate substantially identical to the attached Warrant Certificate be
issued to the undersigned evidencing the right to purchase the number of Common Shares equal to (x)
the total number of Common Shares deliverable under the Warrant less (y) the number of Common
Shares to be delivered in connection with this exercise.]




	 	 	 	 	 	 	 
	 	 	BEAR, STEARNS INTERNATIONAL LIMITED
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






1 - 2









 








Exhibit 2




[FORM OF WARRANT EXERCISE DELIVERY NOTICE]




[Date]




Bear, Stearns International Limited

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179




Ladies and Gentlemen:




     Reference is made to the Agreement (the “Main Agreement”) dated as of May 30, 2000 by and
between Newpark Resources, Inc. (“Newpark”) and Fletcher International Limited (“Fletcher”) and the
Sales Agreement between Fletcher International, Ltd. and Bear, Stearns International Limited (“Bear
Stearns”) dated as of March 2, 2006 (the “Sales Agreement”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Main Agreement.



     This notice confirms that the Warrant has been exercised by Bear Stearns with respect to
[                    ] shares of Common Stock at a Warrant Price (as defined in the Warrant Certificate) of
$[                    ]. Attached are copies of the front and back of the [                    ] original stock
certificates, each representing [                    ] shares of Common Stock, together with a copy of the
overnight courier air bill which will be used to ship such stock certificates. Also attached is a
reissued warrant certificate, as provided in Section 1.5 of the Warrant Certificate. We will send
the original stock certificates by overnight courier to the following address:


[TO COME]



with a copy to:



Bear, Stearns International Limited

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179




	 	 	 	 	 	 	 
	 	 	NEWPARK RESOURCES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





 i