The URL can be used to link to this page

Browse Search

Home My WebLink About860314.tiff RESOLUTION RE: APPROVE CERTAIN DOCUMENTS CONCERNING EISENMAN CHEMICAL COMPANY INDUSTRIAL REVENUE BOND AND AUTHORIZE CHAIRMAN TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS , the Board has been presented with a First Amendment to Loan Agreement between Weld County, Colorado, and Eisenman Chemical Company and an Assumption Agreement, and WHEREAS , the Board, after review, deems it advisable to approve said documents, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the First Amendment to Loan Agreement between Weld County, Colorado, and Eisenman Chemical Company and the Assumption Agreement be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is , authorized to sign said documents. The above and foregoing Resolution was, on motion duly made and seconded , adopted by the following vote on the 31st day of March, A.D. , 1986 . �j ,�t,. BOARD OF COUNTY COMMISSIONERS ('ATTEST: U �,v 'Q..cAtt�t�N:�n/ WELD COUNTY, COLORADO Weld County Jerk and Recorder and Clerk to the Board Ja quell=� �, so Chairman BY: aUb1L lAA le . Lac % , .-Tem Deputy County Crk APPROVED AS TO FORM: ene R. Brantner EXCUSED DATE OF SIGNING - AYE C.W`/. j rby G� g Cou y t rney ~ ��L� �v'!�/�� F ank ama c i 860314 DLL(NO-/ YrnD� /V; - ,4, GARDERE & WYNNE ATTORNEYS AND COUNSELORS 1700 REPUBLICBANK BUILDING DALLAS, TEXAS 75201 214979-4500 TELECOPIER 214-979-4967 WRITER'S DIRECT DIAL NUMBER CABLE GARWYN TELEX 730197 214-979-4920 June 12 , 1986 To Those on the Attached Distribution List Re: $2,500 ,000 Weld County, Colorado, Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) All of the conditions precedent to the effectiveness of the Amended and Restated Reimbursement Agreement have been sat- isfied; accordingly, enclosed for each of you are the following: 1. Amended and Restated Reimbursement Agreement; 2. Pledge Agreement; 3 . Certificate of Newpark and Eisenman (Exhibit G) ; 4. Certificate of Trustee (Exhibit H) ; 5. Certificate of Officer of Milpark re: Net Worth; 6. Certificate of Officer of Eisenman re: Net Worth, etc. ; 7 . Special Warranty Deed; 8. Bill of Sale; 9 . Assumption Agreement with respect to Loan Agreement; 10. Assumption Agreement with respect to Mortgage and Security Agreement; 11. Amendment to Mortgage and Security Agreement; 12. First Amendment to Loan Agreement; 13 . Amendment to Guaranty Agreement; To Distribution List/Newpark June 12, 1986 Page 2 14. Certificate of Officer re: Amended and Restated Reimbursement Agreement; 15. Certificate of Officer re: Loan Agreement; 16. Opinion of Vinson & Elkins re Assumption Agreement related to Loan Agreement; 17 . Opinion of Vinson & Elkins re: Amended and Restated Reimbursement Agreement, Amendment to Mortgage and Security Agreement and Assumption Agreement related to Mortgage; 18. Opinion of Robert L. Donalson re: Assumption Agreement related to Loan Agreement; 19. Opinion of Robert L. Donaldson re: Amended and Restated Reimbursement Agreement, Amendment to Mortgage and Security Agreement and Assumption Agreement related to Mortgage; and 20. Opinion of Ervin, Cohen & Jessup. Roger McMennamy, Bill Foust, Weld County, Colorado and First National Bank of Commerce are receiving originally executed copies of the above documents. Milpark ' s original documents are being sent to Ken Glazier. The others on the distribution list are receiving copies. We are in the process of filing the Amendment to Mortgage and Security Agreement, and we will distribute a file-marked copy of that document to the parties in the near future. If there are any questions or comments concerning any of the enclosed, please do not hesitate to give us a call. We appreciate everyone ' s cooperation and assistance in bringing this matter to a closing. Sincerely yours, James R. Li ejohn JRL:ng/1483z Enc. DISTRIBUTION LIST $2 , 500 , 000 Weld County, Colorado Industrial Development Revenue Bonds (Eisenman Chemical Co . Project) Kenneth C. Glazier, Esq . Mr . Barry J. Kulpa Vinson & Elkins Vice President-Finance First City Tower , 27th Floor Milchem Incorporated Houston, Texas 77002-6760 3900 Essex Lane Houston, Texas 77024 Mr . Roger N . McMennamy Mr . Bill M. Foust Vice President-Finance RepublicBank Houston Newpark Resources , Inc . Special Loans Division 2900 Ridgelake Drive 700 Louisiana Street Metairie, LA 70002 12th Floor Houston, TX 77299 C. Stokes McConnell , Jr . , Esq. Mr . Deborah K. Pagano Foley Judell Beck Bewley Manufacturers Hanover Trust Martin & Hicks Company Four United Plaza, 3rd Floor 270 Park Avenue 8555 United Plaza Boulevard New York, NY 10017 Baton Rouge, LA 70809-2251 Myer O. Sigal , Jr . , Esq . Marilyn C. Maloney, Esq. Simpson Thacher & Bartlett Liskow & Lewis 270 Park Avenue One Shell Square, New York, NY 10017 50th Floor New Orleans , LA 70139 Samuel S. Guzik, Esq . Board of County Commissioners Ervin, Cohen & Jessup Weld County, Colorado Ninth Floor 915 Tenth Street 9401 Wilshire Boulevard Greeley, CO 80631 Beverly Hills , CA 90212-2974 Attn: Thomas David, Esq . First National Bank of Commerce 210 Baronne Street New Orleans , LA 70112 Attn: Mr . Colin Headlund 14 8 4 z EXECUT. .d COPY ( 3-14-86 ) AMENDED AND RESTATED REIMBURSEMENT AGREEMENT AMENDED AND RESTATED REIMBURSEMENT AGREEMENT ( "Agree- ment" ) , dated as of January 1, 1986, made among NEWPARK RESOURCES, INC. , a corporation organized and existing under the laws of the State of Nevada ( "Newpark" ) , EISENMAN CHEMICAL CO. , a corporation organized and existing under the laws of the State of Colorado ( "Eisenman" ) , MILPARK, a Texas general part- nership ( "Milpark" ) , (Newpark and Milpark being herein referred to collectively as the "Account Parties" ; individually, an "Account Party" ) , and REPUBLICBANK DALLAS, NATIONAL ASSOCIA- TION, a national banking association (the "Bank" ) . W I T N E S S E T H : WHEREAS, Eisenman has heretofore requested Weld County, Colorado ( the "Issuer" ) to finance, and the Issuer has hereto- fore financed, the acquisition, construction, improvement and equipping of an industrial development facility in Weld County, Colorado (the "Project" ) by the issuance, pursuant to an Indenture of Trust dated as of November 1, 1982 of the Issuer (the "Indenture" ) , naming First National Bank of Commerce ( "FNBC" ) , as trustee, of $2, 500, 000 . 00 principal amount of Weld County, Colorado Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project Series 1982) ( the "Bonds" ) to various purchasers (the "Purchasers" ) ; WHEREAS, in order that the Bonds would receive bond rat- ings that would permit them to be marketed at an interest rate lower than that available based solely on the credit of Newpark and Eisenman, each of them has requested the Bank to issue, and the Bank has issued, an irrevocable letter of credit substan- tially in the form of Exhibit X hereto ( such letter of credit and any successor letter of credit referred to in Section 13 of this Agreement herein called the "Letter of Credit" ) in an amount not exceeding $2, 843,750 ( the "Letter of Credit Commit- ment" ) of which up to $2, 500 , 000 is in respect of the principal or purchase price of the Bonds and $343,750 is in respect of ( i) premium, if any, on the Bonds and ( ii) up to seven ( 7 ) months interest accrued on the Bonds (calculated at the rate of 15% per annum) on or prior to the stated maturity thereof ; WHEREAS, pursuant to the Agency Agreement, dated as of November 1, 1982 (the "Agency Agreement" ) between FNBC and Howard, Weil, Labouisse, Friedrichs Incorporated ( the "Remarketing Agent" ) , FNBC has been appointed as agent for the Remarketing Agent in connection with the making of certain drawings under the Letter of Credit (FNBC in its capacity as beneficiary of the Letter of Credit being hereinafter referred to as the "Trustee and Agent" ) ; WHEREAS, Newpark, Eisenman and the Bank have heretofore entered into a certain Reimbursement Agreement dated as of November 1, 1982 ( the "Former Agreement" ) providing for , among other things, the issuance of the Letter of Credit and certain terms and conditions relating thereto; WHEREAS, Eisenman has heretofore executed and delivered to FNBC and the Bank a certain Mortgage and Security Agreement ( "the Mortgage" ) dated as of November 1 , 1982 , in order to secure, among other things, the obligations of Eisenman and Newpark under the Former Agreement as amended from time to time; WHEREAS, Newpark , certain subsidiaries of Newpark, Milchem Incorporated and Baker International Corporation have hereto- fore entered into a certain Joint Venture Agreement (the "Joint Venture Agreement" ) effective as of November 22 , 1985, providing for the formation of Milpark ; WHEREAS, pursuant to the Joint Venture Agreement Milpark is required to assume certain obligations of Eisenman, includ- ing Eisenman' s obligations under the Former Agreement , and Milpark desires to assume Eisenman' s obligations under the Former Agreement as amended and restated by this Agreement on the terms and conditions set forth herein; and WHEREAS, the parties hereto desire to amend and restate the Former Agreement in its entirety. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby duly acknowledged, the Account Parties , Eisenman and the Bank hereby agree as follows : -3- re-1c 7 t, i5 Cii6. 1, SECTION 1. Reimbursement and Other Payments. (a) The Account Parties hereby jointly and severally agree to pay to the Bank ( i ) on November 1 , 1989 , or on such earlier date as the principal amount of the Bonds shall become due and payable under Section 11. 03 of the Indenture or as a result of the redemption of the Bonds in whole, a sum (and interest on such sum as provided in clause ( iv) below) equal to the total of all amounts drawn under the Letter of Credit pursuant to any "A Drawing" and "B Drawing" (each as defined in the Letter of Credit) that have not been deemed prepaid pur- suant to paragraph (e) of this Section, ( ii ) on each date that any amount is drawn under the Letter of Credit pursuant to any "C Drawing" or "D Drawing" (each as defined in the Letter of Credit) , a sum (and interest on such sum as provided in clause (v) below) equal to such amount so drawn under the Letter of Credit ; ( iii ) upon each transfer of the Letter of Credit in accordance with its terms, a sum equal to $1 ,000; ( iv) subject to the crediting procedure set forth in paragraph (f) of this Section, interest on any and all amounts remaining owing by the Account Parties under clause ( i ) above from the date of drawing of such amounts under the Letter of Credit until payment ( including prepayment) in full thereof , payable semi-annually on the respective interest payment dates with respect to the Bonds, at a fluctuating interest rate per annum equal to the prime interest rate charged by the Bank as announced or -4- published by the Bank from time to time, and which may not be the lowest interest rate charged by the Bank ( the "Prime Rate" ) , plus 2% per annum, but in no event to exceed the Highest Lawful Rate as defined in Section 20 hereof; (v) interest on any and all amounts remaining unpaid by the Account Parties hereunder other than pursuant to clause ( i ) above from the date such amounts become payable until payment in full, payable on demand, at a fluctuating interest rate per annum equal to 2% per annum above the Prime Rate, but in no event to exceed the Highest Lawful Rate as defined in Section 20 hereof ; and (vi ) any and all reasonable charges and expenses which the Bank may pay or incur relative to the Letter of Credit and any and all reasonable expenses incurred by the Bank in enforcing any rights under this Agreement . (b) The Account Parties hereby jointly and severally agree to pay to the Bank a commission with respect to the Letter of Credit computed (on the basis of a year of 365 or 366 days, as the case may be) at the rate of ( i ) from November 23 , 1982 (the "Date of Issuance" ) to and including the second anniversary of the Date of Issuance, 1/2 of 1% per annum and ( ii ) thereafter , 3/4 of 1% per annum, in each case on the aggregate amount from time to time available to be drawn under the Letter of Credit from and including the Date of Issuance until the last day a drawing is available under the Letter of Credit (the "Termination Date" ) , payable quarterly in arrears -5- 4-,.- - I on the last day of each January, April, July and October , commencing on the first such date to occur after the Date of Issuance and on the Termination Date. (c) In addition, the Account Parties hereby jointly and severally agree to pay to the Bank a commitment fee (computed on the basis of a year of 365 or 366 days, as the case may be) equal to the sum of 1/2 of 1% per annum on the Letter of Credit Commitment for the period from and including April 1 , 1982 to and including the day next preceding the Date of Issuance, said commitment fee to be payable on the Date of Issuance . (d) If any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall either ( i ) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by the Bank or ( ii ) impose on the Bank any other condition regarding this Agreement or the Letters of Credit, and the result of any event referred to in clause ( i) or ( ii ) above shall be to increase the cost to the Bank of issuing or maintaining the Letter of Credit (which increase in cost shall be the result of the Bank ' s reasonable allocation of the aggregate of such cost increases resulting from such events) , then, upon demand by the Bank, the Account Parties jointly and severally agree to immediately pay to the Bank, from time to time as specified by the Bank , additional amounts which shall -6- be sufficient to compensate the Bank for such increased cost , together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in paragraph (a) above. A certificate as to such increased cost incurred by the Bank as a result of any event mentioned in clause ( i ) or ( ii) above, submitted by the Bank to the Account Parties shall be conclusive, absent manifest error , as to the amount thereof. (e) As security for the payment of the obligations of the Account Parties pursuant to paragraph (a) above, Milpark and Eisenman will pledge to the Bank, and grant to the Bank a security interest in, their respective right, title and interest, if any, in and to Bonds delivered to the Bank in connection with "A Drawings" and "B Drawings" ( including Bonds pledged by Eisenman to the Bank, if any, which are being transferred from Eisenman to Milpark ) pursuant to an amended and restated pledge agreement substantially in the form of Exhibit Y hereto ( the "Pledge Agreement" ) . Any amounts from time to time owing to the Bank pursuant to clause ( i ) of para- graph (a) above may be prepaid at any time by the Account Parties on one business day' s notice stating the amount to be prepaid (which shall be $5,000 or a whole multiple thereof) . Upon payment to the Bank of the amount to be prepaid pursuant to the preceding sentence, together with accrued interest to the date of such prepayment on the amount to be prepaid, the -7- outstanding obligations of the Account Parties under clause ( i ) of paragraph (a) above shall be reduced by the amount of such prepayment and interest shall cease to accrue on the amount so prepaid. On payment to the Bank as aforesaid, (a) if any Bonds are from time to time to be resold by the Remarketing Agent, the Bank shall release from the pledge and security interest created by the Pledge Agreement and shall deliver to the Remarketing Agent a principal amount of Bonds equal to the amount set forth in a certificate of the Trustee and Agent, substantially in the form of Exhibit E to the Letter of Credit , delivered to the Bank; and (b) in all other cases, the Bank shall continue to hold all Bonds delivered to in in connection with "A" Drawings" and "B Drawings" and shall not release any such Bonds except to FNBC for cancellation. ( f ) Whenever a payment of interest is due pursuant to clause ( iv) of paragraph (a) above, the Account Parties shall be deemed to have made such payment in full if the Issuer has made the payment of interest then due on the Bonds held pursuant to the Pledge Agreement, which payment has been received by the Bank , and the Account Parties have paid to the Bank an amount equal to the difference between the interest then due pursuant to said clause ( iv) and the interest then paid on the Bonds held pursuant to the Pledge Agreement. (g) All payments by the Account Parties to the Bank hereunder shall be made on or before the due date, 12 : 30 p.m. -8- local Central time, in lawful currency of the United States and in immediately available funds at the office of the Bank located at Pacific and Ervay Streets, Dallas, Texas 75201 . SECTION 2 . Agreement of the Bank; Conditions Precedent to Effectiveness of Agreement. (a) Agreement of the Bank . Subject to the terms and conditions of this Agreement, the Bank agrees to cause the Letter of Credit to remain outstanding. (b) Conditions Precedent to Effectiveness of this Agreement . This Agreement shall become effective on the date on which the following conditions have been satisfied ( the "Effective Date" ) : ( i) The Bank shall have received a certificate of the Secretary or an Assistant Secretary of each of Eisenman and Newpark and, in the case of Milpark, a duly authorized officer , certifying the name and true signatures of the officers of each of Eisenman, Newpark, and Milpark, respectively, authorized to sign this Agreement and the other documents to be delivered by it hereunder ; ( ii) the Bank shall have received the Pledge Agree- ment , duly executed by Eisenman and Milpark; ( iii) each of the parties hereto shall have received an executed copy (or a duplicate thereof ) of the Amendment to Guaranty Agreement, dated as of January 1, 1986 ( the "Amendment -9- ... to Guaranty Agreement" ) , made by Newpark to FNBC and consented to by the Bank, the registered owners of the Bonds and FNBC and a fully executed First Amendment to Loan Agreement dated as of January 1, 1986 ( "First Amendment" ) ; ( iv) the Bank shall have received such other docu- ments, instruments, approvals (and, if requested by the Bank, certified duplicates of executed copies thereof ) or opinions as the Bank may reasonably request. ( v) the following statements shall be true and correct on the Effective Date and the Bank shall have received a certificate signed by a duly authorized officer of each of Eisenman, Newpark, and Milpark dated such date, stating that : (A) their respective representations and warranties contained in Section 4 of this Agreement are correct on and as of such date as though made on and as of such date; and (B) none of the Events of Default (as de- fined in Section 7 hereof) referred to in Section 7 hereof has occurred and is continuing, and no event has occurred and is continuing which would constitute any of such Events of Default but for the requirement that notice be given or time elapse or both. -10- (vi) Milpark shall have assumed the obligations of Eisenman under the Mortgage and the Loan Agreement dated as of November 1, 1982 as amended by the First Amendment (the "Loan Agreement" ) between Eisenman and the Issuer and Eisenman shall have assigned its rights thereunder to Milpark . (vii ) Milpark shall have received Certificates in the forms attached hereto as Exhibits G and H, duly executed by Newpark and Eisenman and by FNBC, respectively. (viii ) Milpark shall have received an opinion, rea- sonably satisfactory to Milpark, of counsel to Newpark and Eisenman to the effect that , after due investigation, such counsel is not aware of ( i ) any Event of Default which existed as of November 22, 1985, under this Agreement , the Former Agreement, or the Loan Agreement , which Event of Default will continue to exist after giving effect to the provisions of this Agreement; or ( ii ) any events, facts, or circumstances which existed as of November 22 , 1985, and which, with the passage of time or actions by third parties, could result in an Event of Default under this Agreement, the Former Agreement, the Loan Agreement , or the documents executed in connection therewith, after giving effect to the provisions of this Agreement . ( ix) Newpark and Eisenman shall have designated Milpark , at the address set forth in Section 9 hereof , as an additional addressee for communications addressed to Newpark or Eisenman pursuant to ( i ) Section 10 . 2 of the Loan Agreement , ( ii ) Section 5 . 9 of the Guaranty Agreement dated as of November -11- 1, 1982 , between Newpark and FNBC, ( iii ) Section 15 . 04 of the Indenture, and ( iv) corresponding sections of other documents executed in connection with such instruments . (c) Effect of Former Agreement . Until the Effective Date the Former Agreement shall remain in full force and effect in accordance with its terms . SECTION 3 . Obligations Absolute. The obligations of the Account Parties to the Bank under this Agreement and of Milpark and Eisenman to the Bank under the Pledge Agreement shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and the Pledge Agreement, under all circumstances whatsoever , including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Letter of Credit, the Bonds, the Mortgage or any other agreement or instrument relating thereto (collectively, the "Related Documents" ) ; (b) any amendment or waiver of or any consent to depar- ture from all or any of the Related Documents; (c) the existence of any claim, set-off, defense or other rights which either Account Party or Eisenman may have at any time against the Trustee and Agent, any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom the Trustee and Agent, any such beneficiary or any such transferee may be acting) , the Bank or any other person or entity, whether in connection with this Agreement, the Related Documents or any unrelated transaction; (d) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent , invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (e) payment by the Bank under any Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct of the Bank ; and ( f) any other circumstances or happening whatsoever , whether or not similar to any of the foregoing, provided that such other circumstance or happening shall not have been the result of gross negligence or willful misconduct of the Bank . SECTION 4. Representations and Warranties. 4 . 1 Representations and Warranties of Eisenman and Newpark . Each of Eisenman and Newpark represents and warrants to the Bank as follows: (a) Each of them is validly organized and existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation and is in good standing under the laws of any state in which the ownership of its properties or the con- duct of its business makes such qualification necessary, except -13- where the failure to so qualify would not have a material adverse effect on the business or prospects ( financial or otherwise) of Newpark and its Subsidiaries (as hereinafter defined) . (b) The execution, delivery and performance by each of them of this Agreement are within each of their corporate powers, have been duly authorized by all necessary corporate action, do not contravene ( i ) each of their articles of incor- poration or by-laws or ( ii ) any law or material contractual restriction binding on or affecting either of them and do not result in or require the creation of any lien, security inter- est or other charge or encumbrance upon or with respect to any of their properties . (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body other than the Issuer is required for the due execution, delivery and performance by Eisenman or Newpark of this Agreement . (d) This Agreement is a legally valid and binding obli- gation of each of Newpark and Eisenman, enforceable against them in accordance with its terms, except as such enforce- ability may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors ' rights generally. -14- 'nc; 14, (e) There is no pending action or proceeding before any court, governmental agency or arbitrator against or directly involving Eisenman or Newpark and, to the best of their know- ledge, there is no threatened action or proceeding affecting Eisenman or Newpark before any court, governmental agency or arbitrator , the outcome of which is reasonably likely to materially and adversely affect the financial condition or operations of Newpark and its Subsidiaries (as hereinafter defined) taken as a whole except as set forth in Newpark ' s Form 10-K Report for the fiscal year ended December 31, 1984 . The term "Subsidiary" as used in this Agreement shall mean any corporation of which at least a majority of the outstanding voting shares or other ownership interest that has ordinary voting power to elect a majority of the Board of Directors, managers or trustees for such corporation (whether or not at the time stock of any other class or classes of such corpora- tion shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indi- rectly through one or more intermediaries owned by Newpark or by one or more Subsidiaries or by Newpark and one or more Subsidiaries. -15- ( f ) The consolidated balance sheets of Newpark and its Subsidiaries as at December 31 , 1984 and September 30 , 1985 and the related statements of consolidated income and of consoli- dated changes in financial condition of Newpark and its Subsi- diaries for the periods then ended, copies of which have been furnished to the Bank, present fairly the financial position of Newpark and its Subsidiaries as at December 31, 1984 and September 30, 1985, respectively, and the consolidated results of their respective operations for the periods ended on such dates . All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and since September 30, 1985 there has been no material adverse change in the business or assets of Newpark and its Subsidiaries taken as a whole. 4 . 2 Representations and Warranties of Milpark. Milpark represents and warrants to the Bank as follows : (a) Milpark is validly organized and existing as a gener- al partnership in good standing under the laws of the jurisdic- tion of its formation and, as of the Effective Date, will be duly qualified to do business and in good standing under the laws of any state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the business or prospects ( financial or otherwise) of Milpark . -16- Cr,C71. 1,ate. _.. (b) The execution, delivery and performance by Milpark of this Agreement are within Milpark ' s powers, have been duly authorized by all necessary action, do not contravene ( i ) the Joint Venture Agreement or ( ii ) any law or material contractual restriction binding on or affecting Milpark and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties other than pursuant to the Pledge Agreement and the Mortgage. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body other than the Issuer is required for the due execution, delivery and performance by Milpark of this Agreement. (d) This Agreement is a legally valid and binding obli- gation of Milpark, enforceable against Milpark in accordance with its terms, except as such enforceability may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors ' rights generally. (e) There is no pending action or proceeding before any court , governmental agency or arbitrator against or directly involving Milpark and, to the best of Milpark ' s knowledge, there is no threatened action or proceeding affecting Milpark before any court, governmental agency or arbitrator , the outcome of which is reasonably likely to materially and adversely affect the financial condition or operations of Milpark . SECTION 5 . Affirmative Covenants of Milpark. So long as the Termination Date has not occurred or any amount is due or owing to the Bank hereunder , Milpark agrees to: 5 .1 Financial Statements. Furnish to the Bank (a) as soon as available and in any event within 45 days after the end of each quarter (other than the last quarter ) in each fiscal year , a balance sheet of Milpark as at the end of such quarter and a statement of income and loss of Milpark , in each case for the period from the beginning of the fiscal year to the end of such quarterly period, prepared in accordance with generally accepted accounting principles on a basis consistently maintained throughout the period involved and prior periods (except for changes in application noted therein or in the footnotes thereto) , setting forth in compar- ative form, figures for the corresponding period in the preced- ing fiscal year , all in reasonable detail and satisfactory in scope to the Bank and certified by the Chief Financial Officer of Milpark as being fairly stated in all material respects. (b) as soon as practicable and in any event within 120 days after the end of each fiscal year ( i ) a balance sheet of Milpark as at the end of such year , a statement of income and changes in financial position of Milpark setting forth in -18- comparative form corresponding figures from the preceding annual financial statements, all in reasonable detail and satisfactory in scope to the Bank and certified by the Chief Financial Officer of Milpark as being fairly stated in all material respects, and ( ii ) a letter from the regular auditor of the consolidated group of the managing venturor of Milpark to the effect that the data contained in the financial state- ments of Milpark delivered pursuant to this Section 5(b) are consistent with the data used in preparing the audited consoli- dated financial statements of the consolidated group of the managing venturor of Milpark , or noting any discrepancies therefrom. (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a certificate of the Chief Financial Officer of Milpark to the effect that no Event of Default hereunder nor any event which, with notice or lapse of time, or both, would constitute an Event of Default hereunder has occurred, and is continuing, except as specifically indicated specifying the nature thereof, the period of existence and what action Milpark proposes to take with respect thereto; and (d) concurrently with the delivery of the finan- cial statements referred to in clauses (a) and (b) above, a certificate of the Chief Financial Officer of Milpark showing -19- ?r' .,,1 .� the calculations required to demonstrate compliance with Sec- tion 6(a) ; (e) such additional financial and other informa- tion as the Bank may from time to time reasonably require, provided such information can be provided by Milpark without unreasonable effort or expense. 5 . 2 Notice of Default , Litigation. Promptly give notice in writing to the Bank : (a) of the occurrence of any Event of Default or any event specified in Section 7 hereof, whether or not any requirement for the giving of notice or the lapse of time or both has been satisfied (hereinafter a "Default" ) , under this Agreement or of the occurrence of any event of default under any other "Indebtedness" (as such quoted term is hereinafter defined) , or (b) of the occurrence of any material litigation or proceedings affecting Milpark and of any dispute between Milpark and any governmental regulatory body or any other party if such litigation, proceedings or dispute might substantially interfere with the normal operations of Milpark or (c) of the occurrence of any Reportable Event (as defined in Section 4043(b) of the Employee Retirement Income Security Act of 1974, as amended from time to time ( "ERISA" ) ) which has occurred with respect to any Plan or that the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan. The term "Plan" -20- ;?r";,i: .' I A: shall mean any plan, other than a Multiple Employer Plan, defined in Section 4021 (a) of ERISA which is not excluded by Section 4021(b) of ERISA in respect of which Milpark is an "employer" as said term is defined in Section 3(b) of ERISA. 5. 3 Maintenance of Properties . Maintain the rights and franchises necessary to continue its business and maintain its property, used or useful in its business, in good working order and condition. 5 . 4 Insurance. Maintain insurance with responsible companies in such amounts and against such risks as is appro- priate in accordance with sound business practices in the business in which Milpark is engaged. 5 . 5 ERISA. Substantially comply in all material respects with all applicable provisions of ERISA. SECTION 6. Negative Covenants of Milpark. So long as the Termination Date has not occurred or any amount is due or owing to the Bank hereunder, Milpark agrees not to: (a) ( i) Permit the ratio of Current Assets of Milpark to Current Liabilities of Milpark at any time to be less than 1. 2 : 1; ( ii ) Permit the Net Worth of Milpark at any time to be less than $40,000,000; or -21- ( iii) Permit the aggregate of Indebtedness and Contingent Obligations of Milpark to be greater than 100% of its Net Worth. As used in this Section 5(a) the following terms shall have the respective meanings set forth below: "Assets" shall mean, as of the date of any determination thereof, all amounts which would, in accordance with generally accepted accounting principles, be included under assets on a balance sheet of Milpark as at such date. "Current Assets" shall mean, as of the date of any deter- mination thereof, all amounts which would, in accordance with generally accepted accounting principles, be included under current assets on a balance sheet of Milpark as at such date. "Current Liabilities" shall mean, as of the date of any determination thereof, all amounts which would, in accordance with generally accepted accounting principles, be included under current liabilities on a balance sheet of Milpark as at such date. "Indebtedness" and "Contingent Obligations" shall have the same respective meanings as set forth in Section 7(g) of this Agreement. "Net Worth" shall mean, as of the date of any determina- tion thereof , the Assets of Milpark minus its Indebtedness . (b) Prohibition of Fundamental Changes. Liquidate or wind up itself (or suffer any liquidation) , convey, sell , -22- lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets, or acquire by purchase or otherwise all or substantially all of the business or assets of, or stock or other evidence of beneficial ownership of , any person, or make any material change in its present method of conducting busi- ness, except that : Milpark may acquire by purchase or other- wise all or substantially all of the business or assets of, or stock or other beneficial ownership of, any person, provided, that (a) any such acquisition does not cause a material adverse change to occur in the financial condition, business, opera- tions or properties of Milpark and (b) immediately after each such acquisition and after giving effect thereto, Milpark is in compliance with this Agreement; and provided, further , that nothing in this Agreement shall be deemed to prohibit (x) capital contributions to Milpark by Newpark, Newpark ' s sub- sidiaries or Milchem Incorporated pursuant to the Joint Venture Agreement , or (y) the merger of Eisenman with and into Newpark Fluid Partners, Inc. (c) Amendment of Agreements. Enter into or consent to any amendments of the Indenture or any other Related Agreements except in connection with the appointment of a successor trustee in accordance with the terms of the Indenture, provided that the terms of the Letter of Credit have been complied with in respect of the transfer thereof to the successor trustee. -23- r, SECTION 7 . Events of Default . The occurrence of any of the following events shall be an "Event of Default" hereunder unless waived by the Bank pursuant to Section 8 hereof : (a) any representation or warranty made by Milpark pursuant to Section 4 hereof or in the Pledge Agreement shall prove to have been incorrect in any material respect when made and shall not be remedied within 15 days after receipt by the Account Parties of notice from the Bank ; or (b) the Account Parties shall fail to pay when due any amount specified in paragraph (a) of Section 1 hereof or the Account Parties shall fail to pay when due any amount specified in paragraphs (b) , (c) , or (d) of Section 1 hereof and any such failure shall remain unremedied for five ( 5) days; or (c) Milpark shall fail to perform or observe any term, covenant or agreement contained in Section 6 hereof or Milpark shall fail to perform or observe any term, covenant or agree- ment contained in the Pledge Agreement, and any such failure shall remain unremedied for 15 days after written notice there- of shall have been given to the Account Parties by the Bank ; or (d) Milpark shall fail to perform or observe any other term, covenant or agreement contained in Sections 5 and 12 hereof, and any such failure shall remain unremedied for 15 days after written notice thereof shall have been given to the Account Parties by the Bank; or -24- (e) any material provision of this Agreement shall at any time for any reason cease to be valid and binding on Milpark (other than as a result of release by the Bank) or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by Milpark or any governmental agency or authority (other than the Issuer ) , or Milpark shall deny that it has any or further liability or obligation under this Agreement; or ( f) if , for any reason (other than release by the Bank ) , the Pledge Agreement shall cease to be in full force and effect or if Milpark shall assert that it is not liable under the Pledge Agreement; or (g) Milpark shall ( i) default in any payment of principal of or interest on any Indebtedness (as hereinafter defined) or in the payment of any Contingent Obligation (as hereinafter de- fined) , beyond the period of grace (not to exceed 30 days) , if any, provided in the instrument or agreement under which such Indebtedness or Contingent Obligation was created; or ( ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligation or contained in any instrument or agreement evidenc- ing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of -25- F r.'au such Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries ) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Contingent Obligation to become payable, provided that nothing in this subsection (g) in respect of such Indebtedness and/or Contin- gent Obligation in the aggregate not exceeding the principal amount of $2, 500 ,000 shall be regarded as an Event of Default pursuant to this subsection 7 (g) ; as used herein the term "Indebtedness" shall mean all items which would, in conformity with generally accepted accounting principles, be classified as liabilities on a balance sheet as at such time and which are (1) in respect of money borrowed or capitalized leases, ( 2) incurred for the deferred purchase price of property or services if such purchase price is payable over a period in excess of 180 days and/or is evidenced by a written instrument , ( 3) evidenced by a note, debenture or other similar written obligation to pay money, or ( 4) with respect to or under bankers acceptances; as used herein the term "Contingent Obligations" shall mean, as to any person, any guaranty of Indebtedness or any other obligation of any other person or any written assurance with respect to the financial condition of any other person, whether direct, indirect or contingent , including without limitation, obligations with respect to or under stand-by letters of credit or any purchase or repurchase -26- agreement of whatever nature having the effect of assuring or holding harmless any person against loss with respect to any obligation of such other person; provided, however, that the term "Contingent Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business; (h) ( i ) Milpark shall commence any case, proceeding or other action (A) under any existing or future law of any juris- diction, domestic or foreign, relating to bankruptcy, insol- vency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it , or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganiza- tion, arrangement , adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver , trustee, custodian or other similar official for it or for all or any substantial part of its assets, or Milpark shall make a general assignment for the benefit of its creditors; or ( ii ) there shall be commenced against Milpark in any case, proceeding or other action of a nature referred to in clause ( i ) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undis- charged or unbonded for a period of 60 days; or ( iii ) there shall be commenced against Milpark in any case, proceeding or other action seeking issuance of a warrant of attachment , -27- execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or ( iv) Milpark shall take any action in furtherance of, or indicating its consent to, approval of , or acquiescence in, any of the acts set forth in clause ( i ) , ( ii) or ( iii) above; or (v) Milpark shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; ( i ) one or more judgments or decrees shall be entered against Milpark of $1,000,000 or more and all such judgments or decrees shall not have been vacated, discharged or stayed within sixty ( 60) days from the entry thereof . ( j ) Milpark shall fail to perform or observe any material term, covenant or agreement contained in the Mortgage, and such failure shall remain unremedied for 15 days after written notice thereof shall be given to the Account Parties by the Bank; or ( k) The Mortgage shall, for any reason, except to the extent permitted by the terms thereof, fail or cease to create a valid and perfected lien and security interest of the priority required thereby on the Project (as defined in the Indenture) . -28- r ,w SECTION 8. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Account Parties therefrom shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 9 . Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and, if to Newpark or Eisenman mailed or delivered to it , addressed to it at Newpark Resources, Inc. , 2900 Ridgelake Drive, Metairie, Louisiana 70002, Attention: Roger N. McMennamy, Vice President-Finance, with a copy to Milpark; or if to Milpark mailed and delivered to it at Milpark, 3900 Essex Lane, Houston, Texas 77027 , Attention: General Counsel, with a copy to Newpark; or if to the Bank mailed or delivered to it , addressed to it at RepublicBank Dallas, National Association, Pacific and Ervay Streets, Dallas, Texas 75201, Attention: Letter of Credit Department; or as to each party at such other address as shall be designated by such party in a written notice to the other party. All such notices and other communi- cations shall, when mailed, be effective three ( 3) days after the date of deposit in the mails, postage prepaid, addressed as aforesaid. SECTION 10. No Waiver ; Remedies . No failure on the part of the Bank to exercise, and no delay in exercising, any -29- cc-L- 7 1,', right hereunder shall operate as a waiver thereof ; nor shall any single or partial exercise of any right hereunder preclude any other further exercise thereof or the exercise of any other right . The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 11. Waiver of Right of Set-Off ; Limitation on Bank Collateral . (a) The Bank hereby waives any right to set off and apply any and all deposits (general or special , time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Account Parties against any and all of the obligations of the Account Parties now or hereafter existing in respect of the reimbursement obligations of the Account Parties set forth in paragraph (a) of Section 1 of this Agreement . (b) The Bank hereby agrees that it will not at any time accept any collateral as security for the payment of the reim- bursement obligation of the Account Parties set forth in para- graph (a) of Section 1 of this Agreement, except that contem- plated by the Pledge Agreement, unless provision is made prior to or simultaneously with the taking of such collateral secur- ity by the Bank for an equal and ratable security interest in such collateral security to be granted to FNBC for the benefit of the holders from time to time of the Bonds . -30- ",n 5. SECTION 12. Indemnification. Each Account Party hereby jointly and severally agrees to indemnify and hold harmless the Bank from and against any and all claims , damages, losses, liabilities, reasonable costs or expenses whatsoever which the Bank may incur (or which may be claimed against the Bank by any person or entity whatsoever) by reason of or in connection with the execution and delivery or transfer of, or payment or fail- ure to pay under , the Letter of Credit ; provided, that the Bank shall not be indemnified or held harmless for any claims, damages, losses, liabilities, costs or expenses to the extent , but only to the extent , caused by (a) the willful misconduct or gross negligence of the Bank in determining whether a sight draft or certificate presented under the Letter of Credit complied with the terms of the Letter of Credit or (b) the Bank ' s willful failure to pay: under the Letter of Credit after the presentation to it by the Trustee and Agent (or a successor trustee and agent under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 12 is intended to limit the reimbursement obligation of the Account Parties contained in paragraph (a) of Section 1 hereof. SECTION 13 . Continuing Obligation. This Agreement is a continuing obligation and shall (a) be binding upon the Account -31- Parties, their respective successors and assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors, transferees and assigns; provided, that neither Account Party may assign all or any part of this Agreement without the prior written consent of the Bank . SECTION 14 . Transfer of the Letter of Credit; Reduction or Termination of Letter of Credit Commitment and Related Matters. (a) The Letter of Credit may be transferred in accordance with the provisions set forth herein. (b) Upon receipt by the Bank of a certificate signed by a duly authorized officer of Milpark and the Trustee and Agent to the effect that the principal amount of the Bonds set forth in such certificate has been deemed to have been paid within the meaning and effect set forth in Article X of the Indenture, Milpark shall have the right at any time thereafter permanently to reduce, without penalty or premium, the Letter of Credit Commitment by an amount equal to the sum of such principal amount plus an amount equal to seven (7) months ' interest (calculated at the rate of 15% per annum) on the corresponding principal amount of the Bonds, upon not less than three business days ' prior written notice given by Milpark to the Bank and the Trustee and Agent, designating the date (which shall be a business day) of such reduction and the amount -32- .: thereof . Each such partial reduction shall be effective on the date specified in the aforesaid notice. (c) If Milpark shall partially reduce the Letter of Credit Commitment pursuant to paragraph (b) hereof, then the Bank shall have the right to require the Trustee and Agent to surrender the outstanding Letter of Credit to the Bank on the tenth ( 10th) business day following the effective date of such partial reduction of the Letter of Credit Commitment and to accept on such date, in substitution for the then outstanding Letter of Credit, a substitute irrevocable letter of credit in the form of Exhibit X hereto, dated such date, for an amount equal to the amount to which the Letter of Credit Commitment shall have been so reduced but otherwise having terms identical to the then outstanding Letter of Credit. (d) Amounts available to be drawn under the Letter of Credit will be reinstated following an "A Drawing" , "B Drawing" or "D Drawing" (each as defined in the Letter of Credit) to the extent and under the circumstances provided in the Letter of Credit. (e) Except as otherwise set forth herein and in the Letter of Credit, it is the intent of the parties hereto that, until the termination of the Letter of Credit in accordance with its terms, the Letter of Credit cover the principal amount of all Bonds deemed outstanding pursuant to the Indenture ( except Purchased Bonds held by the Bank pursuant to the Pledge -33- Agreement ) plus an amount equal to premium, if any, on the Bonds and up to seven (7 ) months ' interest accrued on the Bonds (calculated at the rate of 15% per annum) on or prior to the stated maturity thereof. SECTION 15 . Purchase of Bonds by the Account Parties . The Account Parties hereby jointly and severally agree that if ( i ) the Account Parties shall have failed to reimburse the Bank pursuant to paragraph (a) ( i ) of Section 1 hereof and ( ii ) the Bank shall have exercised its rights to foreclose on the Purchased Bonds (as defined in the Pledge Agreement ) pursuant to Section 7 of the Pledge Agreement, the Account Parties will , on or before the fifth business day after such exercise of rights, purchase the Purchased Bonds from the Bank at par plus accrued interest thereon. SECTION 16 . Liability of the Bank. The Account Parties jointly and severally agree to assume all risks for the acts or omissions of the Trustee and Agent and any transferee of the Letter of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers or direc- tors, shall be liable or responsible for : (a) the use which may be made of the Letter of Credit or for any acts or omis- sions of the Trustee and Agent and any transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents , or of any endorsement( s) thereon, even if such documents should in fact prove to be in any and all respects -34- invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Account Parties shall have a claim against the Bank, and the Bank shall be liable to the Account Parties, to the extent, but only to the extent, of any direct , as opposed to consequential, damages suffered by the Account Parties which the Account Parties prove were caused by ( i ) the Bank ' s willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or ( ii) the Bank ' s willful failure to pay under the Letter of Credit after the presentation to it by the Trustee and Agent (or a successor trustee and agent under the Indenture to whom the Letter of Credit has been transferred in accordance with its terms) of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order , without responsibi- lity for further investigation, regardless of any notice or information to the contrary; provided, that if the Bank shall receive written notification from both the Trustee and Agent -35- EC712:i'.:a .g and the Account Parties that sufficiently identified ( in the opinion of the Bank) documents to be presented to the Bank under the Letter of Credit are not to be honored, the Bank agrees that it will not honor such documents . SECTION 17 . Costs, Expenses and Taxes. The Account Parties jointly and severally agree to pay on demand all costs and expenses in connection with the administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Bank with respect thereto and with respect to advising the Bank as to its rights and responsibilities under this Agreement and all costs and expenses , if any, in connection with the enforcement of this Agreement and such other documents which may be delivered in connection with this Agreement . In addi- tion, the Account Parties jointly and severally agree to pay any and all stamp and other taxes and fees payable or deter- mined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agree to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. SECTION 18. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffec- -36- n,-, ... A tive to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. SECTION 19 . Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Texas, except to the extent that federal law may apply. SECTION 20 . Interest . It is the intention of the parties hereto to conform strictly to applicable usury laws as presently in effect . Accordingly, if the transactions con- templated hereby would be usurious under applicable law ( including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorily applicable notwithstanding the other provisions of this Agreement) , then, in that event , notwithstanding anything to the contrary in this Agreement or in any Related Documents or agreement entered into in connection with or as security for any of the amounts owing or contingently owing by the Account Parties to the Bank in connection with the Letter of Credit, this Agreement or any other Related Document (collectively, the "Bond Indebtedness" ) , it is agreed as follows: the aggregate of all consideration which constitutes interest under appli- cable law that is contracted for , taken, reserved, charged or received under the Letter of Credit , this Agreement or under -37- r'f - .^ .1 any of the other Related Documents or agreements or otherwise in connection with any of the Bond Indebtedness or the Letter of Credit shall under no circumstances exceed the maximum amount allowed by applicable law, and any excess shall be credited on the Bond Indebtedness by the holder thereof (or , if the Bond Indebtedness shall have been paid in full , refunded to the Account Parties) . The maximum lawful interest rate, if any, that may be contracted for , taken, reserved, charged or received on the Bond Indebtedness, taking into account the aggregate of all other consideration which constitutes interest under applicable law as referred to above, shall be the "Highest Lawful Rate, " for the purposes of this Agreement and the Bond Indebtedness . For purposes of determining the Highest Lawful Rate under applicable law of the State of Texas, the applicable rate ceiling shall be the indicated (weekly) rate ceiling from time to time in effect , as provided in Tex. Rev. Civ. Stat. Ann. Art . 5069-1 . 04 , as amended. SECTION 21 . Headings . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. SECTION 22 . Indemnification. It is contemplated by Milpark , Newpark and Eisenman that amounts accrued prior to November 22 , 1985, in respect of the obligations assumed by Milpark here- under or under the Pledge Agreement to make payments of accounts for which accrued liabilities are included in the -38- rM,. Newpark Contributed Assets and Newpark Assumed Liabilities pursuant to the Joint Venture Agreement, will be paid by Milpark using such accrued liabilities. Eisenman hereby agrees to indemnify and hold harmless Milpark and each affiliate thereof from and against any liability in respect of any obligation or requirement assumed by Milpark hereunder or under the Pledge Agreement , or any liability pursuant to any contingent obligation or guarantee in respect thereof, which obligation, requirement or liability accrued prior to November 22, 1985, except for ( i ) liabilities to make the payments referenced in the preceding sentence, and ( ii ) other liabilities in respect of any such obligation, requirement , contingent obligation, or guarantee which were incurred in the ordinary course of business and do not exceed, in the aggregate, $25 ,000 . Milpark hereby agrees to indemnify and hold harmless Eisenman and each affiliate thereof, including Newpark , from and against any liability in respect of any obligation or requirement explicitly assumed by Milpark hereunder or under the Pledge Agreement, or any liability pursuant to any contingent obligation or guaranty in respect thereof, which obligation, requirement or liability accrues from or after November 22 , 1985 . Nothing in this Section 22 shall affect the obligation of Milpark to pay and fulfill its obligations to the Bank under this Agreement or the Pledge Agreement . -39- SECTION 23 . Inter-Creditor Agreement . The Bank hereby waives any and all rights it may have pursuant to Section 6(a) of the Inter-Creditor Agreement dated as of September 30, 1983 , by and among the Bank, Manufacturers Hanover Trust Company, et al . , to encumber the assets of Newpark or any of its Sub- sidiaries, provided, however , that nothing herein shall impair any rights the Bank may have under the Mortgage or that certain Mortgage, Chattel Mortgage, and Security Agreement, as amended, which encumbers a facility of Triumph*LOR, Inc. financed from the proceeds of the $3,600,000 Industrial Development Revenue Bonds (LOR, Inc.-City of Lafayette Project) Series 1982 . The Bank agrees to execute and deliver any further documents or instruments, including releases, which may be reasonably requested by Milpark or Newpark in order to further evidence such waiver . SECTION 24 . Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one agreement . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective -40- �, officers thereunto duly authorized as of the date first above written. REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By �Z��a- _ —F �.- (Authorized Officer ) NEWPARK RESOURCES, INC. By%-?1---?"-- : "V, P ATTEST:iBY �; r 77-- e etas EISENMAN CHEMICAL E, CO. By \-72)-Li r' Ti e: ATTEST: IASe retar MILPARK By Milchem Incorporated, its Managing Venturor By Title: 139-098 -41- S Fr,sC . ' 0304861 officers thereunto duly authorized as of the date first above written. REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By `r-C X k€'4 —4 (Aut orized Officer ) NEWPARK RESOURCES, INC. By Title: ATTEST: By: Secretary EISENMAN CHEMICAL CO. By Title: ATTEST: By: Secretary MILPARK By Milchem Incorporated, its Managing Venturor By Titl 139-098 -41- CFY'r� 0304861 EXHIBIT A CERTIFICATE FOR "A DRAWING" The undersigned, a duly authorized officer of First National Bank of Commerce ( the "Trustee and Agent" ) , hereby certifies to RepublicBank Dallas , National Association ( the "Bank" ) , with reference to Irrevocable Letter of Credit No. ( the "Letter of Credit" ; any capitalized term used herein and not defined shall have its respective meaning as set forth in the Letter of Credit) issued by the Bank in favor of the Trustee and Agent, that : ( 1) The Trustee and Agent is the Trustee under the Indenture and the Agent under the Agency Agreement. ( 2 ) The Trustee and Agent is making a drawing under the Letter of Credit pursuant to the written request of the Remarketing Agent in connection with a purchase of Bonds made in accordance with Section 7 .04 of the Indenture, and pursuant to Section 7 .05(c) of the Indenture is delivering or causing to be delivered to the Bank herewith a principal amount of Bonds equal to the amount of the sight draft accompanying this Certificate. IN WITNESS WHEREOF, the Trustee and Agent has executed and delivered this Certificate as of the day of 19 FIRST NATIONAL BANK OF COMMERCE By: (Title) 139-098a —2- 1231851 EIC•^: ra EXHIBIT B CERTIFICATE FOR "B DRAWING" The undersigned, a duly authorized officer of First National Bank of Commerce ( the "Trustee and Agent" ) , hereby certifies to RepublicBank Dallas, National Association ( the "Bank" ) , with reference to Irrevocable Letter of Credit No. ( the "Letter of Credit" ; any capitalized term used herein and not defined shall have its respective meaning as set forth in the Letter of Credit ) issued by the Bank in favor of the Trustee and Agent, that : ( 1) The Trustee and Agent is the Trustee under the Indenture and the Agent under the Agency Agreement . ( 2) The Trustee and Agent is making a drawing under the Letter of Credit pursuant to the written request of the Remarketing Agent to pay the portion of the purchase price of Bonds delivered to the Remarketing Agent in accordance with Section 7 .08 of the Indenture equal to the principal amount of such Bonds and pursuant to said Section 7 .08 is delivering or causing to be delivered to the Bank herewith a 1;034 ? principal amount of Bonds equal to the amount of the sight draft accompanying this Certificate. IN WITNESS WHEREOF, the Trustee and Agent has executed and delivered this Certificate as of the day of _, 19 FIRST NATIONAL BANK OF COMMERCE By: (Title) 139-098b -2- 1231851 CCt A EXHIBIT C CERTIFICATE FOR "C DRAWING" The undersigned, a duly authorized officer of First National Bank of Commerce ( the "Trustee and Agent" ) , hereby certifies to RepublicBank Dallas, National Association (the "Bank" ) , with reference to Irevocable Letter of Credit No. ( the "Letter of Credit" ; any capitalized term used herein and not defined shall have its respective meaning as set forth in the Letter of Credit) issued by the Bank in favor of the Trustee and Agent, that: ( 1) The Trustee and Agent is the Trustee under the Indenture and the Agent under the Agency Agreement . ( 2 ) The Trustee and Agent is making a drawing under the Letter of Credit with respect to the payment of principal on the Bonds. ( 3 ) The amount of principal of the Bonds which is due and payable and with respect to the payment of which the Trustee and Agent does not have available amounts in the Bond Fund (as defined in the Inden- ture) that pursuant to Section 5 .03 of the Indenture are to be applied to such payment prior to moneys drawn under the Letter of Credit is $ and the amount of the sight draft accompanying this Certificate does not exceed such amount of principal . ( 4) The amount of the sight draft accompanying this Certificate, together with the aggregate of all prior payments made pursuant to C Drawings under the Letter of Credit for the payment of principal of the Bonds , does not exceed $ ( 5) The amount of the sight draft accompanying this Certificate was computed in accordance with the terms and conditions of the Bonds and the Indenture. IN WITNESS WHEREOF, the Trustee and Agent has exe- cuted and delivered this Certificate as of the day of , 19 FIRST NATIONAL BANK OF COMMERCE By: (Title) 139-098c -2- 1231851 If EXHIBIT D CERTIFICATE FOR "D DRAWING" The undersigned, a duly authorized officer of First National Bank of Commerce ( the "Trustee and Agent" ) ,. hereby certifies to RepublicBank Dallas, National Association (the "Bank" ) , with reference to Irrevocable Letter of Credit No. ( the "Letter of Credit" ; any capitalized term used herein and not defined shall have its respective meaning as set forth in the Letter of Credit) issued by the Bank in favor of the Trustee and Agent, that: (1) The Trustee and Agent is the Trustee under the Indenture and the Agent under the Agency Agreement . ( 2) The Trustee and Agent is making a drawing under the Letter of Credit with respect to a payment of premium, if any, or interest on the Bonds. ( 3) A premium in respect of or interest on the Bonds is due and payable and the amount of the sight draft accompanying this Certificate does not exceed T -~.�n. the amount of premium or interest on the Bonds that is due and payable. ( 4 ) The amount of the sight draft accompanying this Certificate does not exceed the amount available on the date hereof to be drawn under the Letter of Credit in respect of payment of premium on the Bonds or interest accrued on the Bonds on or prior to their stated maturity date. ( 5) The amount of the sight draft accompanying this Certificate was computed in accordance with the terms and conditions of the Bonds and the Indenture. IN WITNESS WHEREOF, the Trustee and Agent has executed and delivered this Certificate as of the day of 19 FIRST NATIONAL BANK OF COMMERCE By: (Title) 139-098d -2- 1223851 cc C 't t EXHIBIT E CERTIFICATE RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Attention: Letter of Credit Department Gentlemen: The undersigned, a duly authorized officer of First National Bank of Commerce ( the "Trustee and Agent" ) , hereby certifies to RepublicBank Dallas, National Association ( the "Bank" ) , with reference to Irrevocable Letter of Credit No. ( the "Letter of Credit" ; any capitalized term used herein and not defined shall have its respective meaning as set forth in Letter of Credit) that the Trustee and Agent has received a certificate from the Remarketing Agent stating that (a) the Remarketing Agent has received $ in imme- diately available funds which represent the proceeds of sale of $ aggregate principal amount of Bonds resold by the Remarketing Agent, and (b) the Remarketing Agent has delivered $ to Milpark (which amount represents the proceeds of such sale less sales expenses and commissions) . IN WITNESS WHEREOF, the Trustee and Agent has executed and delivered this Certificate the day of , 19 FIRST NATIONAL BANK OF COMMERCE By: Title: an authorized officer c-,c.,q: 7 139-098e 1231851 EXHIBIT F RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Re: RepublicBank Dallas, National Association Irrevocable Letter of Credit No. Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: (Name of Transferee) (Address) all rights of the undersigned beneficiary to draw under the above Letter of Credit in its entirety. Said transferee has succeeded the undersigned as Trustee under the Indenture of Trust dated as of November 1 , 1982, between Weld County, Colorado and the undersigned and as agent under the Agency Agreement dated as of November 1, 1982 between Howard, Weil, Labouisse, Friedrichs Incorporated and the undersigned. By this transfer , all rights of the undersigned beneficiary in such Letter of Credit are transferred to the transferee and the transferee shall have the sole rights as beneficiary thereof , including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised directly to the transferee without necessity of any consent of or notice to the undersigned beneficiary. The advice of such Letter of Credit is returned herewith, and we ask you to endorse the transfer on the reverse thereof, and forward it directly to the transferee with your customary notice of transfer . SIGNATURE AUTHENTICATED Yours very truly, (Bank) ( Signature of Beneficiary) (Authorized Signature) 139-098f -2- 1231851 nrA3^, a & Exhibit G CERTIFICATE OF EISENMAN CHEMICAL CO. AND NEWPARK RESOURCES, INC. Pursuant to Section 2(b) (vii ) of that certain Amended and Restated Reimbursement Agreement ( the "Amended Agreement" ) dated as of January 1 , 1986, among the undersigned, Milpark , a Texas general partnership ( "Milpark" ) , RepublicBank Dallas, National Association, each of the undersigned hereby certifies to Milpark that, after due investigation, the undersigned are not aware of ( i) any Event of Default which existed as of November 22, 1985, under the Amended Agreement, that certain Reimbursement Agreement (the "Former Agreement" ) as amended and restated by the Amended Agreement, or that certain Loan Agree- ment ( the "Loan Agreement" ) dated as of November 1, 1982, between Eisenman Chemical Co. and Weld County, Colorado, as amended, which Event of Default will continue to exist after giving effect to the provisions of the Amended Agreement; ( ii ) any obligations , requirements, contingent obligations, or guarantees of the undersigned which existed as of or had accrued prior to November 22, 1985, to make any payments pursuant to the Amended Agreement, the Former Agreement, the Loan Agreement, as amended, or the documents executed in connection therewith, except (a) liabilities for which accrued liabilities are included in Newpark Contributed Assets and Newpark Assumed Liabilities pursuant to the Joint Venture Agreement effective as of November 22 , 1985 , regarding Milpark, and (b) other liabilities in respect of any such obligation, requirement, contingent obligation, or guarantee which were incurred in the ordinary course of business and do not exceed, in the aggregate, $25,000; or ( iii ) any events, facts, or circumstances which existed as of November 22, 1985, and which, with the passage of time or actions by third parties, could result in an Event of Default under the Amended Agreement , the Former Agreement, the Loan Agreement, as amended, or the documents executed in connection therewith, after giving effect to the provisions of the Amended Agreement. IN WITNESS WHEREOF, the undersigned have caused this Certificate to be executed this day of March, 1986 . NEWPARK RESOURCES, INC. By: James D. Cole, President EISENMAN CHEMICAL CO. By: Roger N. McMennamy, Treasurer 139-098g 0312862 Exhibit H CERTIFICATE OF FIRST NATIONAL BANK OF COMMERCE Pursuant to Section 2 (b) (vii ) of that certain Amended and Restated Reimbursement Agreement (the "Amended Agreement" ) dated as of January 1, 1986, among Newpark Resources, Inc. , a Nevada corporation ( "Newpark" ) Eisenman Chemical Co. , a Colorado corporation ( "Eisenman" ) , Milpark, a Texas general partnership ( "Milpark" ) , and RepublicBank Dallas , National Association, the undersigned hereby certifies to Milpark that although we have not made any independent inquiry in this regard, the undersigned is not aware of ( i ) any Event of Default which existed as of November 22 , 1985, under the Amended Agreement, that certain Reimbursement Agreement ( the "Former Agreement" ) as amended and restated by the Amended Agreement, or that certain Loan Agreement ( the "Loan Agree- ment" ) dated as of November 1, 1982 , between Eisenman and Weld County, Colorado, as amended, which Event of Default will continue to exist after giving effect to the provisions of the Amended Agreement; or ( ii ) any events , facts, or circumstances which existed as of November 22 , 1985, and which, with the passage of time or actions by third parties, could result in an Event of Default under the Amended Agreement, the Former Agreement , the Loan Agreement, as amended, or the documents executed in connection therewith, after giving effect to the provisions of the Amended Agreement. IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed this day of March, 1986 . FIRST NATIONAL BANK OF COMMERCE By: 139-098h 0312861 -J% EXHIBIT X IRREVOCABLE LETTER OF CREDIT REPUBLICBANK DALLAS, NATIONAL ASSOCIATION Pacific and Ervay Streets Dallas, Texas 75201 Date: November 23 , 1982 CREDIT NO. First National Bank of Commerce as Trustee and Agent 210 Baronne Street New Orleans, Louisiana 70112 Attention: Corporate Trust Department Dear Sirs: 1. You, as Trustee under an Indenture of Trust dated as of November 1, 1982, ( the "Indenture" ) between Weld County, Colorado (the "Issuer" ) and you, pursuant to which $2 , 500,000 in aggregate principal amount of Weld County:, Colorado Adjust- able Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 ( the "Bonds" ) are being issued and as Agent under the Agency Agreement dated as of November 1, 1982 (the "Agency Agreement" ) , between Howard, Weil, Labouisse, Friedrichs Incorporated ( the "Remarketing Agent" ) and you, are hereby irrevocably authorized to draw on RepublicBank Dallas, National Association ( the "Bank" ) , Irrevocable Letter of Credit No. , for the joint and several account of Newpark Resources, Inc. and Eisenman Chemical Co. ( the "Account Parties" ) pursuant to a Reimburse- ment Agreement dated as of November 1, 1982 (the "Reimbursement Agreement" ) among the Bank and the Account Parties, available by your drafts at sight upon the terms and conditions herein- after set forth, an aggregate amount not exceeding $2 ,843,750 (Two Million Eight Hundred Forty Three Thousand Seven Hundred Fifty Dollars) ( the "Stated Amount" of which an amount not exceeding $2,500 ,000 (Two Million Five Hundred Thousand Dollars) may be drawn upon with respect to payment of the unpaid principal amount or purchase price of the Bonds and of which an amount not exceeding $343,750 (Three Hundred Forty Three Thousand Seven Hundred Fifty Dollars) may be drawn upon with respect to payment of ( i) premium, if any, on the Bonds and ( ii) a certain portion of interest accrued on the Bonds on or prior to their stated maturity date) , effective immediately and expiring on November 1, 1989 . 2 . Funds under this Letter of Credit are available to you against your sight draft ( s) drawn on us, stating on their face: "Drawn under RepublicBank Dallas, National Association, Irrevocable Letter of Credit No. " and (A) if the drawing is being made with respect to payment of the purchase price of the Bonds delivered to the Remarketing Agent by the holders thereof in accordance with Section 7 .04 of the Indenture pur- suant to a request for drawing to the Trustee and Agent from the Remarketing Agent (as defined in the Indenture) (an "A Drawing" ) , accompanied by ( i) Bonds in aggregate principal -2- 1, "•"k __ �,". amount equal to the amount of your sight draft (s) and ( ii) your written certificate signed by you in the form of Exhibit A attached hereto appropriately completed, (B) if the drawing is being made with respect to payment of the purchase price of the Bonds equal to the principal amount of such Bonds delivered to the Remarketing Agent by the holders thereof in accordance with Section 7 . 08 of the Indenture (a "B Drawing" ) , accompanied by ( i) Bonds in aggregate principal amount equal to the amount of your sight draft(s) and ( ii) your written certificate signed by you in the form of Exhibit B attached hereto appropriately com- pleted, (C) if the drawing is being made with respect to any other payment of principal of the Bonds (a "C Drawing" ) , your certificate signed by you in the form of Exhibit C attached hereto appropriately completed, and (D) if the drawing is being made with respect to a payment of premium, if any, or interest on the Bonds (a "D Drawing" ) , your certificate signed by you in the form of Exhibit D hereto appropriately completed. Presen- tation of such draft(s) , Bond(s) , and certificate(s) shall be made at our office located at Pacific and Ervay Streets, Dallas, Texas 75201, Attention: Letter of Credit Department or at any other office in the City of Dallas and State of Texas which may be designated by us by written notice delivered to you. 3 . We hereby agree that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duly -3- honored by us upon delivery of the Bond( s) and certificate( s ) , or the certificate(s) as specified if presented at such office on or before the expiration date hereof . If a drawing in res- pect of payment is made by you hereunder at or prior to 11 : 00 A.M. , Dallas time, on a business day, and provided that such drawing and the documents presented in connection therewith conform to the terms and conditions hereof , payments shall be made to you of the amount specified, in immediately available funds, on the same business day. If a drawing in respect of payment is made by you hereunder after 11 : 00 A.M. , Dallas time, on a business day, and provided that such drawing and the docu- ments presented in connection therewith conform to the terms and conditions hereof, payment shall be made to you of the amount specified, in immediately available funds, on the suc- ceeding business day. If requested by you, payment under this Letter of Credit may be made by deposit of immediately avail- able funds into a designated account that you maintain with us. As used herein "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of Texas are authorized or required by law to close. 4. Multiple drawings may be made hereunder, provided that, subject to paragraph 5 hereof , each drawing honored by us hereunder shall pro tanto reduce the amount available under this Letter of Credit and drawings in respect of payments -4- hereunder honored by us shall not, in the aggregate, exceed the Stated Amount. 5. (a) After payment by us of an A Drawing or a B Drawing, the obligation of the Bank to honor drawings under this Letter of Credit in respect of the payment of principal or purchase price of Bonds will be reinstated concurrently with ( i ) receipt by the Bank of your written certificate in the form of Exhibit E hereto and ( ii) release by the Bank to the Remarketing Agent of Bonds ( in the principal amount set forth in such certificate) delivered by or on behalf of the Trustee and Agent in connection with such drawing(s) such reinstatement to be in an amount equal to the principal amount of the Bonds specified in such certificate, unless, prior to any such release or receipt by the Bank of such certificate ( iii) the Account Parties have not paid to the Bank all amounts ( includ- ing interest, if any) due the Bank under the Reimbursement Agreement, in respect of any such A Drawing or B Drawing or ( iv) the Bank has given to you (and not subsequently withdrawn in writing) notice of the occurrence of an Event of Default (as defined in the Reimbursement Agreement) . (b) After payment by us of a D Drawing, the obli- gation of the Bank to honor drawings under this Letter of Credit in respect of premium, if any, or interest accrued on Bonds outstanding under the Indenture will be reinstated up to the total amount specified herein for premium, if any, and -5- interest at 5:00 P.M. (Dallas time) on the tenth business day following the date of such D Drawing unless prior to such time you have been given written notice from the Bank to the effect that the Bank elects not to reinstate such obligation because either ( i ) the Account Parties have not paid to the Bank all amounts ( including interest, if any) due to the Bank under the Reimbursement Agreement in respect of such D Drawing or ( ii) an Event of Default has occurred and is continuing . As used in this Section, "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of Texas are authorized or required by law to close. 6. Upon receipt by us of a certificate signed by your duly authorized officer and a duly authorized officer of each of the Account Parties stating that a certain principal amount of the Bonds ( the dollar amount of which shall be set forth in such certificate) have been deemed to have been paid within the meaning and effect as set forth in Article X of the Indenture, the Stated Amount shall be permanently reduced without penalty or premium by an amount equal to the sum of such principal amount plus an amount equal to seven months ' interest (calcul- ated at the rate of 15% per annum) on the corresponding princi- pal amount of Bonds, upon not less than three ( 3 ) business days ' prior written notice to us designating the date (which shall be a business day) of such reduction and the amount thereof . Such partial reduction shall be effective on the date -6- specified in the aforesaid notice. If the amount available hereunder shall be so reduced, we may require you to surrender this Letter of Credit to us on the tenth business day after notice and to accept on such date, in substitution for this Letter of Credit, a substitute irrevocable Letter of Credit, dated such date, for an amount equal to the amount of which the amount available to be drawn hereunder shall have been so reduced, but otherwise in a form and having terms identical to this Letter of Credit. 7 . Only you as Trustee and Agent, or any transferee who has succeeded to you as Trustee and Agent and to whom this Letter of Credit has been transferred in accordance with its terms, may make a drawing under this Letter of Credit . Upon the payment to you or to your account of the amount specified in a sight draft drawn hereunder, we shall be fully discharged on our obligation under this Letter of Credit with respect to such sight draft and we shall not thereafter be obligated to make any further payments under this Letter of Credit in res- pect of such sight draft to you or any other person who may have made to you or makes to you a demand for payment of principal of or premium, if any, or interest on any Bond. 8. This Letter of Credit applies only to the principal amount of the Bonds and up to $343,750 in respect of ( i ) premium, if any, on the Bonds and ( ii ) seven months ' interest accruing on the Bonds on or prior to the stated maturity of the -7- Bonds and does not apply to any interest that may accrue thereon after such maturity. 9. Upon the earlier of ( i) the making by you of the final drawing available to be made hereunder , ( ii) our receipt of a certificate signed by your duly authorized officer and a duly authorized officer of each of the Account Parties stating that: " (a) 91 consecutive days (during which no petition in bankruptcy by or against Eisenman Chemical Co. shall have been filed under the United States Bankruptcy Code) have elapsed after the deposit with us, as Trustee under the Indenture, of funds or securities sufficient to pay when due the principal of and premium, if any, and interest due and to become due on all of the outstanding Bonds to the date of maturity or redemption thereof, (b) First National Bank of Commerce, as Trustee under the Indenture, has received irrevocable instructions to publish a notice to the holders of all of the outstanding Bonds that such deposit has been made and (c) upon receipt by RepublicBank Dallas, National Association of this certificate, RepublicBank Dallas, National Association Irrevocable Letter of Credit No. shall terminate. " , ( iii) our receipt of a certificate signed by your duly authorized officer and a duly authorized officer of each of the Account Parties stating that: " (a) the conditions precedent to the acceptance of an Alternate Letter of Credit (as defined in the Indenture) set forth in Section 5 . 03 of the Indenture have been satisfied, (b) -8- . j,. a the Trustee has accepted the Alternate Letter of Credit and (c) upon receipt by RepublicBank Dallas , National Association of this certificate, RepublicBank Dallas, National Association Irrevocable Letter of Credit No. shall terminate" , or ( iv) the expiration date hereof , this Letter of Credit shall automatically terminate. 10 . This Letter of Credit shall be governed by Article 5 of the Uniform Commercial Code as in effect in the State of Texas. Communications with respect to this Letter of Credit shall be in writing and shall be addressed to us at Pacific and Ervay Streets, Dallas, Texas 75201 , Attention: Letter of Credit Department, specifically referring thereon to "RepublicBank Dallas, National Association Irrevocable Letter of Credit No. " , with a copy to RepublicBank Dallas , National Association, Pacific and Ervay Streets, Dallas, Texas 75201, Attention: Energy Division. 11. This Letter of Credit is transferable in its entirety (but not in part) to any transferee who has succeeded to you as Trustee under the Indenture and such transferred Letter of Credit may be successively transferred. Transfer of the avail- able drawing(s) under this Letter of Credit to such transferee shall be effected upon the presentation to us of the Letter of Credit accompanied by the transfer forms attached hereto as Exhibit F. -9- 12 . This Letter of Credit sets forth in full our under- taking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein ( including, without limitation, the Bonds) , except only the certificate(s) and the sight draft(s) referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such certificate(s) and such sight draft(s) . Very truly yours, REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By Authorized Officer 139-098x -10- 1231852 EXHIBIT Y AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT ( "Pledge Agreement" ) , dated as of January 1 , 1986 , made by EISENMAN CHEMICAL CO. , a Colorado corporation ( "Eisenman" ) and MILPARK, a Texas general partnership ( the "Pledgor" ) , to REPUBLICBANK DALLAS, NATIONAL ASSOCIATION (the "Bank" ) pursuant to the Amended and Restated Reimbursement Agreement dated as of January 1, 1986 among Eisenman, the Pledgor , Newpark Resources, Inc. , a Nevada corporation ( "Newpark" ) and the Bank which amends and restates a Reimbursement Agreement (the "Former Agreement" ) dated as of November 1, 1982, by and among Eisenman, Newpark and the Bank (hereinafter , as the same may from time to time be amended or supplemented, called the "Agreement" ) : W I T N E S S E T H : WHEREAS, Weld County, Colorado (the "Issuer" ) has hereto- fore issued its Adjustable Rate Industrial Development Revenue Bonds, Series 1982 (Eisenman Chemical Co. Project) (the "Bonds" ) under the Indenture of Trust dated as of November 1 , 1982 ( the "Indenture" ) between the Issuer and First National Bank of Commerce, as Trustee; p. WHEREAS, the Indenture requires Howard, Weil, Labouisse, Friedrichs Incorporated, as remarketing agent under the Indenture (the "Remarketing Agent" ) to purchase Bonds under certain circumstances as set forth in Sections 7 .04 (e) and 7.08(d) of the Indenture ( the "Purchased Bonds" ) from the holders thereof; WHEREAS, in connection with the issuance of the Bonds Eisenman and Newpark have heretofore entered into the Former Agreement in order to cause the Bank to issue the Letter of Credit thereunder which may be used, inter alia, to pay the purchase price of the Purchased Bonds; WHEREAS, Milpark has agreed to assume the obligations of Eisenman under the Former Agreement pursuant to the Agreement, subject to the satisfaction of certain conditions set forth in the Agreement ; ' WHEREAS, it is a condition precedent to the effectiveness of the Agreement that the Pledgor and Eisenman shall have executed and delivered this Pledge Agreement to the Bank ; WHEREAS, Eisenman, the Pledgor and the Bank desire to amend and restate in its entirety a Pledge Agreement dated as of November 1, 1982 from Eisenman to the Bank ( the "Former Pledge Agreement" ) pursuant to the terms of this Pledge Agreement . NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to enter into the Agreement and for -2- other good and valuable consideration receipt of which is hereby acknowledged the Pledgor and, to the extent set forth below, Eisenman, hereby agree with the Bank as follows : 1 . Defined Terms . Unless otherwise defined herein, terms defined in the Agreement shall have such defined meanings when used herein. 2 . Pledge. The Pledgor and Eisenman hereby pledge, assign, hypothecate, transfer , and deliver to the Bank all their right, title and interest, if any, to the Purchased Bonds as the same may be from time to time delivered to the Remarket- ing Agent by the holders thereof and hereby grant to the Bank a first lien on, and security interest in, all right , title and interest in and to the Purchased Bonds and in all proceeds thereof , as collateral security for the prompt and complete payment when due of all amounts due in respect of the reim- bursement obligations of the Pledgor and of Newpark set forth in Section 1(a) ( i ) of the Agreement and interest on such amounts as set forth therein (all the foregoing being herein- after called the "Obligations" ) . Nothing in this Pledge Agree- ment is intended to impair the lien of the Bank on Purchased Bonds, if any, pledged by Eisenman to the Bank pursuant to the Former Pledge Agreement , in which all right, title and interest of Eisenman has been transferred to Pledgor . 3 . Interest on the Bonds . If , while this Agreement is in effect , the Pledgor shall become entitled to receive or -3- shall receive any interest payment in respect of the Purchased Bonds, the Pledgor agrees to accept the same as the Bank ' s agent and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank . All sums of money so paid in respect of the Purchased Bonds which are received by the Pledgor and paid to the Bank, shall be credited against the obligation of the Pledgor and Newpark to pay interest to the Bank set forth in Section 1 (a) ( iv) of the Agreement. 4. Collateral. All property at any time pledged with the Bank hereunder (whether described herein or not) and all income therefrom and proceeds thereof , are herein collectively sometimes called the "Collateral" . 5 . Release of Purchased Bonds. If the Pledgor or Newpark makes or causes to be made to the Bank a prepayment in respect of their reimbursement obligation under Section 1(a) ( i ) of the Agreement pursuant to Section 1 (e) thereof, the Bank agrees to release from the lien of this Pledge Agreement and deliver to the Remarketing Agent in accordance with said Section 1 (e) , Purchased Bonds, the principal amount of which is equal to the principal amount of the Bonds set forth in the certificate of the Trustee and Agent referred to in said Section 1(e) ; no other Purchased Bonds shall be released from the lien of this Pledge Agreement , except to the Trustee for cancellation. -4- C"'4 ' '` 6 . Surrender and Cancellation of Bonds upon Acceleration. The Pledgor and the Bank agree that upon the occurrence of an acceleration of the payment of the Bonds pursuant to Section 11 . 03 of the Indenture, the Bank shall surrender to the Trustee for cancellation all Purchased Bonds pledged with the Bank hereunder . 7 . Rights of the Bank. The Bank shall not be liable for failure to collect or realize upon the Obligations or any col- lateral security or guarantee therefor , or any part thereof , or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. If an Event of Default has occurred and is continuing, the Bank may there- after without notice exercise all rights, privileges or options pertaining to any Purchased Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may deter- mine, all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any of the aforesaid rights , privileges or options and shall not be responsible for any failure to do so or delay in so doing. 8. Remedies. In the event that any portion of the Obligations has been declared due and payable, the Bank, with- out demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor , -5- Newpark or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived) , may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell , assign, give option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral , or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker ' s board or at any of the Bank ' s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best , for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Bank upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemp- tion in the Pledgor , which right or equity is hereby expressly waived or released. The Bank shall apply the net proceeds of any such collection, recovery, receipt , appropriation, realiza- tion or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safe- keeping or otherwise of any and all of the Collateral or in any way relating to the rights of the Bank hereunder , including reasonable attorneys ' fees and legal expenses, to the payment in whole or in part, of the Obligations in such order as the Bank may elect , the Pledgor remaining liable for any deficiency remaining unpaid after such application, and only after so -6- applying such net proceeds and after the payment by the Bank of any other amount required by any provision of law, including , without limitation, Section 9 . 504(a) ( 3) of the Uniform Commer- cial Code, need the Bank account for the surplus, if any, to the Pledgor . The Pledgor agrees that the Bank need not give more than ten days ' notice of the time and place of any public sale or of the time after which a private sale or other intend- ed disposition is to take place and that such notice is reason- able notification of such matters . No notification need be given to the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations, the Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas. The Pledgor further agrees to waive and agrees not to assert any rights or privileges which it may acquire under Section 9. 112 of the Uniform Commercial Code and the Pledgor shall be liable for the deficiency if the proceeds of any sale or other disposition of the Collateral are insuffi- cient to pay all amounts to which the Bank is entitled, and the fees of any attorneys employed by the Bank to collect such deficiency. -7- f. c 7, 1 9 . Representations, Warranties and Covenants of the Pledgor and Eisenman. (a) The Pledgor represents and warrants with respect to Purchased Bonds delivered to the Bank after November 22, 1985 that ( i ) on the date of delivery to the Bank of any such Purchased Bonds neither the Issuer, the Remarketing Agent nor the Trustee will have any right , title or interest in and to such Purchased Bonds ; ( ii ) it has, and on the date of delivery to the Bank of any such Purchased Bonds will have, full power, authority and legal right to pledge all of its right, title and interest in and to the Purchased Bonds pursuant to this Pledge Agreement; ( iii ) this Pledge Agreement has been duly autho- rized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; ( iv) no consent of any other party ( including, without limitation, creditors of the Pledgor ) and no consent, license, permit , approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by the Pledgor in connec- tion with the execution, delivery or performance of this Pledge Agreement ; (v) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any appli- cable law or regulation or of any order , judgment, writ, award or decree of any court, arbitrator or governmental authority, -8- domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encum- brance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement ; and (vi) the pledge, assignment and delivery to the Bank of such Purchased Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in all right, title and interest of the Pledgor in or to such Pur- chased Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include such Purchased Bonds . The Pledgor covenants and agrees that it will defend the Bank ' s right, title and security interest in and to the Purchased Bonds referenced in the preceding sentence and the proceeds thereof against the claims and demands of all persons whomso- ever ; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank ' s right thereto and security interest therein. -9- (b) Eisenman represents and warrants with respect to Purchased Bonds delivered to the Bank on or before November 22 , 1985 that ( i) on the date of delivery to the Bank of any such Purchased Bonds neither the Issuer, the Remarketing Agent nor the Trustee will have any right, title or interest in and to such Purchased Bonds; ( ii) it has, and on the date of delivery to the Bank of any such Purchased Bonds will have, full power , authority and legal right to pledge all of its right , title and interest in and to the Purchased Bonds pursuant to this Pledge Agreement ; ( iii ) this Pledge Agreement has been duly autho- rized, executed and delivered by Eisenman and constitutes a legal, valid and binding obligation of Eisenman enforceable in accordance with its terms; ( iv) no consent of any other party ( including, without limitation, creditors of Eisenman) and no consent , license, permit, approval or authorization of, exemp- tion by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by Eisenman in connection with the execution, delivery or performance of this Pledge Agreement; (v) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any appli- cable law or regulation or of any order , judgment, writ , order or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract , or other agreements, instrument or undertaking to -10- which Eisenman is a party or which purports to be binding upon Eisenman or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Eisenman except as contemplated by this Pledge Agreement ; and (vi) the pledge, assignment and delivery to the Bank of such Purchased Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in all right, title and interest of Eisenman in or to such Purchased Bonds, and the proceeds thereof , subject to no prior pledge, lien, mortgage, hypothecation, security interest , charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Eisenman which would include such Purchased Bonds. Eisenman covenants and agrees that it will defend the Bank ' s right, title and security interest in and to the Purchased Bonds that are referenced in the preceding sentence and the proceeds thereof against the claims and demands of all persons whomso- ever other than the Pledgor . 10 . No Disposition, Etc. (a) Without prior written consent of the Bank, the Pledgor agrees that it will not sell, assign, transfer , exchange, or otherwise dispose of, or grant any option with respect to, the Collateral , nor will it create or incur with respect to the Collateral or permit to exist with respect to -11- any Collateral delivered to the Bank after November 22, 1985 any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to such Collateral , or any interest therein, or any proceeds thereof , except for the lien and security interest provided for by this Pledge Agreement . (b) Without prior written consent of the Bank, Eisenman agrees that it will not sell , assign, transfer , exchange or otherwise dispose of, or grant any option with respect to, the Collateral, nor will it create or incur with respect to the Collateral or permit to exist with respect to any Collateral delivered to the Bank on or before November 22 , 1985, any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to such Collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Pledge Agreement . 11 . Sale of Collateral. (a) The Pledgor recognizes that the Bank may be unable to effect a public sale of any or all of the Purchased Bonds by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such -12- securities for their own account for investment and not with a view to the distribution or resale thereof . The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circum- stances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner . The Bank shall be under no obligation to delay a sale of any of the Purchased Bonds for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the issuer would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of the Purchased Bonds valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor ' s expense. The Pledgor and Eisenman further agree that a breach of any of the covenants contained in this paragraph 11 will cause irreparable injury to the Bank, that the Bank has no adequate remedy at law in respect of such breach and, as a consequence, agree that each and every covenant of the Pledgor and Eisenman contained -13- in this paragraph shall be specifically enforceable against the Pledgor or Eisenman, as the case may be, and the Pledgor and Eisenman hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Agreement . The Pledgor and Eisenman further acknowl- edge the impossibility of ascertaining the amount of damages which would be suffered by the Bank by reason of a breach of any of their respective covenants in this Paragraph 11 and, consequently, agree that, if the Bank shall sue for damages for breach, they shall pay in respect of a breach of their respec- tive covenants, as liquidated damages and not as a penalty, an amount equal to ( i ) in the case of the Pledgor , the value of the Purchased Bonds delivered to the Bank after November 22 , 1985 on the date the Bank shall demand compliance with this paragraph, and ( ii ) in the case of Eisenman, the value of the Purchased Bonds delivered to the Bank on or before November 22 , 1985 on the date the Bank shall demand compliance with this paragraph. 12 . Further Assurances. The Pledgor agrees that at any time and from time to time upon the written request of the Bank, the Pledgor will execute and deliver such further documents and do such further acts and things as the Bank may reasonably request in order to effect the purposes of this Pledge Agreement. -14- 13 . Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall , as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof , and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 14 . No Waiver ; Cumulative Remedies . The Bank shall not by any act , delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by the Bank , and then only to the extent therein set forth. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion. No failure to exercise nor any delay in exercising on the part of the Bank , any right , power or privilege hereunder , shall operate as a waiver there- of; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumu- lative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law. 15 . Waivers , Amendments ; Applicable Law. None of the terms or provisions of this Pledge Agreement may be waived, -15- altered, modified or amended except by an instrument in writ- ing, duly executed by the Bank . This Pledge Agreement shall be governed by, and be construed and interpreted in accordance with, the laws of the State of Texas, except to the extent that federal law may apply. 16. Merger of Eisenman. Nothing herein shall be deemed to prohibit the merger of Eisenman with or into Newpark Fluid Partners, Inc. 17 . Counterparts. This Pledge Agreement may be executed in multiple counterparts , each of which shall be an original but all of which together shall constitute one agreement . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers on the day and year first above written. EISENMAN CHEMICAL CO. By [SEAL] Title: ATTEST: Title: MILPARK By Title: pr-- - 1 A CONSENT OF BANK The undersigned hereby consents to the execution, delivery and performance of the within Amended and Restated Pledge Agreement. REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By Title: j Fey^rw-g 139-098y -17- 0304861 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT ( "Pledge Agreement" ) , dated as of January 1 , 1986 , made by EISENMAN CHEMICAL CO. , a Colorado corporation ( "Eisenman" ) and MILPARK, a Texas general partnership ( the "Pledgor" ) , to REPUBLICBANK DALLAS, NATIONAL ASSOCIATION ( the "Bank" ) pursuant to the Amended and Restated Reimbursement Agreement dated as of January 1, 1986 among Eisenman, the Pledgor , Newpark Resources, Inc. , a Nevada corporation ( "Newpark" ) and the Bank which amends and restates a Reimbursement Agreement ( the "Former Agreement" ) dated as of November 1, 1982, by and among Eisenman, Newpark and the Bank (hereinafter , as the same may from time to time be amended or supplemented, called the "Agreement" ) : • W I T N E S S E T H : WHEREAS, Weld County, Colorado ( the "Issuer" ) has hereto- fore issued its Adjustable Rate Industrial Development Revenue Bonds, Series 1982 (Eisenman Chemical Co. Project ) ( the "Bonds" ) under the Indenture of Trust dated as of November 1 , 1982 ( the "Indenture" ) between the Issuer and First National Bank of Commerce, as Trustee; �R"`03 �5 4 a:^�Y1a:�i,�} WHEREAS, the Indenture requires Howard, Weil, Labouisse, Friedrichs Incorporated, as remarketing agent under the Indenture (the "Remarketing Agent" ) to purchase Bonds under certain circumstances as set forth in Sections 7 . 04(e) and 7.08(d) of the Indenture ( the "Purchased Bonds" ) from the holders thereof; WHEREAS, in connection with the issuance of the Bonds Eisenman and Newpark have heretofore entered into the Former Agreement in order to cause the Bank to issue the Letter of Credit thereunder which may be used, inter alia, to pay the purchase price of the Purchased Bonds; WHEREAS, Milpark has agreed to assume the obligations of Eisenman under the Former Agreement pursuant to the Agreement, subject to the satisfaction of certain conditions set forth in the Agreement; WHEREAS, it is a condition precedent to the effectiveness of the Agreement that the Pledgor and Eisenman shall have executed and delivered this Pledge Agreement to the Bank; WHEREAS, Eisenman, the Pledgor and the Bank desire to amend and restate in its entirety a Pledge Agreement dated as of November 1, 1982 from Eisenman to the Bank ( the "Former Pledge Agreement" ) pursuant to the terms of this Pledge Agreement . NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to enter into the Agreement and for -2- other good and valuable consideration receipt of which is hereby acknowledged the Pledgor and, to the extent set forth below, Eisenman, hereby agree with the Bank as follows : 1 . Defined Terms . Unless otherwise defined herein, terms defined in the Agreement shall have such defined meanings when used herein. 2 . Pledge. The Pledgor and Eisenman hereby pledge, assign, hypothecate, transfer , and deliver to the Bank all their right, title and interest, if any, to the Purchased Bonds as the same may be from time to time delivered to the Remarket- ing Agent by the holders thereof and hereby grant to the Bank a first lien on, and security interest in, all right, title and interest in and to the Purchased Bonds and in all proceeds thereof, as collateral security for the prompt and complete payment when due of all amounts due in respect of the reim- bursement obligations of the Pledgor and of Newpark set forth in Section 1(a) ( i ) of the Agreement and interest on such amounts as set forth therein (all the foregoing being herein- after called the "Obligations" ) . Nothing in this Pledge Agree- ment is intended to impair the lien of the Bank on Purchased Bonds, if any, pledged by Eisenman to the Bank pursuant to the Former Pledge Agreement , in which all right, title and interest of Eisenman has been transferred to Pledgor . 3 . Interest on the Bonds . If, while this Agreement is in effect , the Pledgor shall become entitled to receive or -3- t e,;gam ,", A shall receive any interest payment in respect of the Purchased Bonds, the Pledgor agrees to accept the same as the Bank ' s agent and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank . All sums of money so paid in respect of the Purchased Bonds which are received by the Pledgor and paid to the Bank, shall be credited against the obligation of the Pledgor and Newpark to pay interest to the Bank set forth in Section 1(a) ( iv) of the Agreement . 4. Collateral. All property at any time pledged with the Bank hereunder (whether described herein or not ) and all income therefrom and proceeds thereof, are herein collectively sometimes called the "Collateral" . 5 . Release of Purchased Bonds . If the Pledgor or Newpark makes or causes to be made to the Bank a prepayment in respect of their reimbursement obligation under Section 1(a) ( i ) of the Agreement pursuant to Section 1(e) thereof, the Bank agrees to release from the lien of this Pledge Agreement and deliver to the Remarketing Agent in accordance with said Section 1 (e) , Purchased Bonds, the principal amount of which is equal to the principal amount of the Bonds set forth in the certificate of the Trustee and Agent referred to in said Section 1(e) ; no other Purchased Bonds shall be released from the lien of this Pledge Agreement, except to the Trustee for cancellation. -4- 6 . Surrender and Cancellation of Bonds upon Acceleration. The Pledgor and the Bank agree that upon the occurrence of an acceleration of the payment of the Bonds pursuant to Section 11 . 03 of the Indenture, the Bank shall surrender to the Trustee for cancellation all Purchased Bonds pledged with the Bank hereunder . 7 . Rights of the Bank . The Bank shall not be liable for failure to collect or realize upon the Obligations or any col- lateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. If an Event of Default has occurred and is continuing, the Bank may there- after without notice exercise all rights, privileges or options pertaining to any Purchased Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may deter- mine, all without liability except to account for property actually received by it, but the Bank shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. 8. Remedies. In the event that any portion of the Obligations has been declared due and payable, the Bank, with- out demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor , -5- tarA Newpark or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived) , may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker ' s board or at any of the Bank ' s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best , for cash or on credit or for future delivery without assumption of any credit risk, with the right to the Bank upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemp- tion in the Pledgor, which right or equity is hereby expressly waived or released. The Bank shall apply the net proceeds of any such collection, recovery, receipt , appropriation, realiza- tion or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safe- keeping or otherwise of any and all of the Collateral or in any way relating to the rights of the Bank hereunder , including reasonable attorneys ' fees and legal expenses, to the payment in whole or in part , of the Obligations in such order as the Bank may elect, the Pledgor remaining liable for any deficiency remaining unpaid after such application, and only after so -6- applying such net proceeds and after the payment by the Bank of any other amount required by any provision of law, including, without limitation, Section 9 . 504(a) ( 3) of the Uniform Commer- cial Code, need the Bank account for the surplus, if any, to the Pledgor . The Pledgor agrees that the Bank need not give more than ten days ' notice of the time and place of any public sale or of the time after which a private sale or other intend- ed disposition is to take place and that such notice is reason- able notification of such matters . No notification need be given to the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations, the Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas. The Pledgor further agrees to waive and agrees not to assert any rights or privileges which it may acquire under Section 9 . 112 of the Uniform Commercial Code and the Pledgor shall be liable for the deficiency if the proceeds of any sale or other disposition of the Collateral are insuffi- cient to pay all amounts to which the Bank is entitled, and the fees of any attorneys employed by the Bank to collect such deficiency. -7- 9 . Representations, Warranties and Covenants of the Pledgor and Eisenman. (a) The Pledgor represents and warrants with respect to Purchased Bonds delivered to the Bank after November 22, 1985 that ( i ) on the date of delivery to the Bank of any such Purchased Bonds neither the Issuer , the Remarketing Agent nor the Trustee will have any right, title or interest in and to such Purchased Bonds; ( ii ) it has, and on the date of delivery to the Bank of any such Purchased Bonds will have, full power , authority and legal right to pledge all of its right, title and interest in and to the Purchased Bonds pursuant to this Pledge Agreement; ( iii ) this Pledge Agreement has been duly autho- rized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms; ( iv) no consent of any other party ( including, without limitation, creditors of the Pledgor ) and no consent , license, permit , approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by the Pledgor in connec- tion with the execution, delivery or performance of this Pledge Agreement; (v) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any appli- cable law or regulation or of any order , judgment , writ , award or decree of any court, arbitrator or governmental authority, -8- ¢l'C n, -na is domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreement , instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encum- brance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (vi ) the pledge, assignment and delivery to the Bank of such Purchased Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in all right, title and interest of the Pledgor in or to such Pur- chased Bonds, and the proceeds thereof , subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include such Purchased Bonds . The Pledgor covenants and agrees that it will defend the Bank ' s right, title and security interest in and to the Purchased Bonds referenced in the preceding sentence and the proceeds thereof against the claims and demands of all persons whomso- ever; and covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the Bank ' s right thereto and security interest therein. -9- (b) Eisenman represents and warrants with respect to Purchased Bonds delivered to the Bank on or before November 22, 1985 that ( i) on the date of delivery to the Bank of any such Purchased Bonds neither the Issuer, the Remarketing Agent nor the Trustee will have any right, title or interest in and to such Purchased Bonds; ( ii) it has, and on the date of delivery to the Bank of any such Purchased Bonds will have, full power , authority and legal right to pledge all of its right , title and interest in and to the Purchased Bonds pursuant to this Pledge Agreement; ( iii ) this Pledge Agreement has been duly autho- rized, executed and delivered by Eisenman and constitutes a legal , valid and binding obligation of Eisenman enforceable in accordance with its terms; ( iv) no consent of any other party ( including, without limitation, creditors of Eisenman) and no consent, license, permit, approval or authorization of, exemp- tion by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by Eisenman in connection with the execution, delivery or performance of this Pledge Agreement; (v) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any appli- cable law or regulation or of any order , judgment , writ, order or decree of any court , arbitrator or governmental authority, domestic or foreign, or of any mortgage, indenture, lease, contract, or other agreements, instrument or undertaking to -10- r:C C_T A,,9 which Eisenman is a party or which purports to be binding upon Eisenman or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Eisenman except as contemplated by this Pledge Agreement; and (vi ) the pledge, assignment and delivery to the Bank of such Purchased Bonds pursuant to this Pledge Agreement will create a valid first lien on and a first perfected security interest in all right, title and interest of Eisenman in or to such Purchased Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest , charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Eisenman which would include such Purchased Bonds. Eisenman covenants and agrees that it will defend the Bank ' s right, title and security interest in and to the Purchased Bonds that are referenced in the preceding sentence and the proceeds thereof against the claims and demands of all persons whomso- ever other than the Pledgor . 10. No Disposition, Etc. (a) Without prior written consent of the Bank, the Pledgor agrees that it will not sell, assign, transfer , exchange, or otherwise dispose of, or grant any option with respect to, the Collateral , nor will it create or incur with respect to the Collateral or permit to exist with respect to -11- any Collateral delivered to the Bank after November 22, 1985 any pledge, lien, mortgage, hypothecation, security interest , charge, option or any other encumbrance with respect to such Collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Pledge Agreement . (b) Without prior written consent of the Bank, Eisenman agrees that it will not sell, assign, transfer , exchange or otherwise dispose of, or grant any option with respect to, the Collateral , nor will it create or incur with respect to the Collateral or permit to exist with respect to any Collateral delivered to the Bank on or before November 22, 1985, any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect • to such Collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Pledge Agreement . 11 . Sale of Collateral . (a) The Pledgor recognizes that the Bank may be unable to effect a public sale of any or all of the Purchased Bonds by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such -12- securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circum- stances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner . The Bank shall be under no obligation to delay a sale of any of the Purchased Bonds for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the issuer would agree to do so. (b) The Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of the Purchased Bonds valid and binding and in compliance with any and all applicable laws, regulations, orders , writs, injunctions , decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor ' s expense. The Pledgor and Eisenman further agree that a breach of any of the covenants contained in this paragraph 11 will cause irreparable injury to the Bank, that the Bank has no adequate remedy at law in respect of such breach and, as a consequence, agree that each and every covenant of the Pledgor and Eisenman contained -13- n-'4',c -, , A in this paragraph shall be specifically enforceable against the Pledgor or Eisenman, as the case may be, and the Pledgor and Eisenman hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Agreement . The Pledgor and Eisenman further acknowl- edge the impossibility of ascertaining the amount of damages which would be suffered by the Bank by reason of a breach of any of their respective covenants in this Paragraph 11 and, consequently, agree that, if the Bank shall sue for damages for breach, they shall pay in respect of a breach of their respec- tive covenants, as liquidated damages and not as a penalty, an amount equal to ( i ) in the case of the Pledgor, the value of the Purchased Bonds delivered to the Bank after November 22, 1985 on the date the Bank shall demand compliance with this paragraph, and ( ii ) in the case of Eisenman, the value of the Purchased Bonds delivered to the Bank on or before November 22, 1985 on the date the Bank shall demand compliance with this paragraph. 12. Further Assurances. The Pledgor agrees that at any time and from time to time upon the written request of the Bank, the Pledgor will execute and deliver such further documents and do such further acts and things as the Bank may reasonably request in order to effect the purposes of this Pledge Agreement . -14- 13 . Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall , as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 14. No Waiver; Cumulative Remedies. The Bank shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by the Bank , and then only to the extent therein set forth. A waiver by the Bank of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Bank would otherwise have on any future occasion. No failure to exercise nor any delay in exercising on the part of the Bank , any right , power or privilege hereunder , shall operate as a waiver there- of; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumu- lative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law. 15 . Waivers , Amendments ; Applicable Law. None of the terms or provisions of this Pledge Agreement may be waived, -15- altered, modified or amended except by an instrument in writ- ing, duly executed by the Bank . This Pledge Agreement shall be governed by, and be construed and interpreted in accordance with, the laws of the State of Texas, except to the extent that federal law may apply. 16. Merger of Eisenman. Nothing herein shall be deemed to prohibit the merger of Eisenman with or into Newpark Fluid Partners, Inc. 17 . Counterparts . This Pledge Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one agreement . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers on the day and year first above written. EISENMAN CHEMICAL CO. B �- h-NS [SEAL] yTi V p ATTEST: ale Tittle:: MILPARK Hy Title: -16- ' ',^ 1 '' altered, modified or amended except by an instrument in writ- ing, duly executed by the Bank . This Pledge Agreement shall be governed by, and be construed and interpreted in accordance with, the laws of the State of Texas, except to the extent that federal law may apply. 16 . Merger of Eisenman. Nothing herein shall be deemed to prohibit the merger of Eisenman with or into Newpark Fluid Partners, Inc. 17 . Counterparts. This Pledge Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one agreement . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers on the day and year first above written. EISENMAN CHEMICAL CO. By [SEAL] Title: ATTEST: Title: / Q� MILPARK lai jt I 19 vC ALh --� By Tit taiL -16- CONSENT OF BANK The undersigned hereby consents to the execution, delivery and performance of the within Amended and Restated Pledge Agreement. REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By Title: p � O#cc �/tai`l lt 139-098y -17- 0304861 ;';aJ'7,'1.' CERTIFICATE OF EISENMAN CHEMICAL CO. AND NEWPARK RESOURCES, INC. Pursuant to Section 2(b) (vii) of that certain Amended and Restated Reimbursement Agreement ( the "Amended Agreement" ) dated as of January 1, 1986, among the undersigned, Milpark, a Texas general partnership ( "Milpark" ) , RepublicBank Dallas, National Association, each of the undersigned hereby certifies to Milpark that, after due investigation, the undersigned are not aware of ( i) any Event of Default which existed as of November 22, 1985, under the Amended Agreement, that certain Reimbursement Agreement (the "Former Agreement" ) as amended and restated by the Amended Agreement, or that certain Loan Agree- ment (the "Loan Agreement" ) dated as of November 1, 1982, between Eisenman Chemical Co. and Weld County, Colorado, as amended, which Event of Default will continue to exist after giving effect to the provisions of the Amended Agreement ; ( ii ) any obligations , requirements, contingent obligations, or guarantees of the undersigned which existed as of or had accrued prior to November 22, 1985, to make any payments pursuant to the Amended Agreement, the Former Agreement , the Loan Agreement, as amended, or the documents executed in connection therewith, except (a) liabilities for which accrued liabilities are included in Newpark Contributed Assets and Newpark Assumed Liabilities pursuant to the Joint Venture Agreement effective as of November 22, 1985, regarding Milpark , and (b) other liabilities in respect of any such obligation, requirement, contingent obligation, or guarantee which were incurred in the ordinary course of business and do not exceed, in the aggregate, $25,000; or ( iii ) any events, facts, or circumstances which existed as of November 22, 1985, and which, with the passage of time or actions by third parties, could result in an Event of Default under the Amended Agreement, the Former Agreement, the Loan Agreement, as amended, or the documents executed in connection therewith, after giving effect to the provisions of the Amended Agreement. IN WITNESS WHEREOF, the undersigned have caused this Certificate to be executed this c2C0L day of March, 1986 . AkeNEWPARK RESOURCES,� INC. By: (1 Jame D. ole, President EISENMAN CHEMICAL CO. R er N. McMennamy, Treasur 139-098g 0312862 • CERTIFICATE OF FIRST NATIONAL BANK OF COMMERCE Pursuant to Section 2 (b) (vii) of that certain Amended and Restated Reimbursement Agreement (the "Amended Agreement" ) dated as of January 1, 1986, among Newpark Resources, Inc. , a Nevada corporation ( "Newpark" ) Eisenman Chemical Co. , a Colorado corporation ( "Eisenman" ) , Milpark, a Texas general partnership ( "Milpark" ) , and RepublicBank Dallas, National Association, the undersigned hereby certifies to Milpark that although we have not made any independent inquiry in this regard, the undersigned is not aware of ( i ) any Event of Default which existed as of November 22, 1985, under the Amended Agreement, that certain Reimbursement Agreement ( the "Former Agreement" ) as amended and restated by the Amended Agreement, or that certain Loan Agreement ( the "Loan Agree- ment" ) dated as of November 1 , 1982 , between Eisenman and Weld County, Colorado, as amended, which Event of Default will continue to exist after giving effect to the provisions of the Amended Agreement; or ( ii ) any events, facts , or circumstances which existed as of November 22 , 1985 , and which, with the passage of time or actions by third parties, could result in an Event of Default under the Amended Agreement, the Former Agreement , the Loan Agreement , as amended, or the documents executed in connection therewith, after giving effect to the provisions of the Amended Agreement . IN WITNESS WHEREOF, the undersisped has caused this Certificate to be executed this } 'jay of March, 1986. FIRST NATIONAL BANK OF' COMMERCE By. � 1 ,cn 139-098h 0312861 ,,.:-+, n,, A CERTIFICATE The undersigned, being the Chief Financial Officer of Milchem Incorporated, a Delaware corporation, being the managing venturor of Milpark, a Texas general partnership ( "Milpark" ) , pursuant to Sections 7 . 1(b) and 2. 2(b) of that certain Loan Agreement dated as of November 1, 1982, by and between Weld County, Colorado, and Eisenman Chemical Co. , a Colorado corporation, as amended by First Amendment to Loan Agreement, does hereby CERTIFY that the "Net Worth" (as defined in such Loan Agreement ) of Milpark is at least equal to Ten Million Dollars ($10,000 , 000) . This Certificate may be relied upon by Weld County, Colorado, First National Bank of Commerce and RepublicBank Dallas, National Association. IN WITNESS WHEREOF, the undersigned has executed this Certificate this day C2/)of 1986 . Chief F is is Of icer of Milchem Incorpo a ed, managing venturor of Milpark 139-110 0313861 PC "-9 CERTIFICATE The undersigned, pursuant to Section 2 . 2(b) of that certain Loan Agreement (the "Loan Agreement" ) dated as of November 1 , 1982 , by and between Eisenman Chemical Co. , a Colorado corporation ( "Eisenman" ) and Weld County, Colorado, as amended by First Amendment dated as of January 1, 1986 , in connection with the transfer by Eisenman of substantially all of its assets to Milpark, a Texas general partnership, does hereby CERTIFY that : ( i) in the opinion of the undersigned, none of the covenants contained in such Loan Agreement or that certain Reimbursement Agreement dated as of November 1, 1982 , as amended by that certain Amended and Restated Reimbursement Agreement dated as of January 1, 1986 , by and among Eisenman, Newpark Resources, Inc. , Milpark and RepublicBank, Dallas , National Association, will be violated as a result of such transfer and ( ii) the "Net Worth" (as such quoted term is defined in the Loan Agreement) of Eisenman as at November 22 , 1982 , was approximately $6 . 6 Million. IN WITNESS WHEREOF, the undersigned n,, has executed this Certificate this day of /UICV, , 1986 . CCS Rog N. McMennamy, Treasurer Eisenman Chemical Co. 139-110 f, 0313861 F',„. 0 ',tiAig SPECIAL WARRANTY DEED Eisenman Chemical Co. , whose street address is 312 East 16th Street, City of Greeley, County of Weld and State of Colorado, for the consideration of Ten Dollars ($10) , in hand paid, hereby sells and conveys to Milpark, a Texas general partnership, whose street address is 3900 Essex Lane, City of Houston, County of Harris and State of Texas, the following real property in the County of Weld and State of Colorado, to wit: Tract "A" of COLLEGE GREEN FIFTH FILING, a subdivision of the City of Greeley, County of Weld, State of Colorado, as per the map recorded September 24, 1982, in Book 978 under Reception No. 1904069, Weld County Records with all its appurtenances, and warrants the title to the same against all persons claiming under said grantor , subject to the matters set forth in Appendix p"A" hereto.Signed and sealed this �D day of ill A/G4/L , 1986. EISENMAN CHEMICAL CO. , a Colorado corporation [SEAL] (Vice) President Attest: (TAs a t Greta 139-110 0313861 Cn ,..,. APPENDIX "A" 1 . Real property taxes and assessments which were not delinquent on November 22 , 1985 . 2 . Mortgage and Security Agreement among Eisenman Chemical Co. , as Mortgagor, First National Bank of Commerce, as Trustee and Mortgagee and RepublicBank Dallas, N.A. , as Mortgagee, dated as of November 1 , 1982, as amended by Amendment to Mortgage and Security Agreement. 139-110 0313861 STATE OF , ss . COUNTY OF ( We,,, The foregoing instrument was acknowledged before me this /t day of >i4a_j , 1986, by ion, cZ ,y /r, rf^Ea/n/aM7 My commission expires 1) „7 _, 19_ WITNESS my hand and official seal. Notary PGblic My Commission Expires: 139-110 0313861 1'-a . BILL OF SALE THE STATE OF $ S KNOW ALL MEN BY THESE PRESENTS: COUNTY OF 5 THAT EISENMAN CHEMICAL CO. , a Colorado corporation, having an office at 312 East 16th Street, Greeley, Colorado, (hereinafter the "Grantor" ) , for and in consideration of the sum of Ten and No/100 Dollars ($10. 00 ) and other good and valuable consider- ation, to it in hand paid by MILPARK, a Texas general partner- ship having an office at 3900 Essex Lane, Houston, Harris County, Texas 77027 (hereinafter "Milpark" ) , the receipt and sufficiency of which are hereby acknowledged, has bargained, sold, and delivered, and by these presents does bargain, sell, and deliver unto the said Milpark all of the personal property more particularly described in Appendix A attached hereto and incorporated herein by reference and being located in the counties or parishes and states set forth in Appendix A attached hereto and incorporated herein by reference. And the Grantor does hereby bind itself and its successors to forever warrant and defend the title to the aforesaid property unto the said Milpark, its successors and assigns, against the lawful claim or claims of any and all persons whomsoever , except any claim or claims based solely on any of the respec- tive matters or encumbrances set forth in Appendix B. EXECUTED this ilk day of At , A.D. 1986 . Witnesses at request of EISENMAN CHEMICAL CO. Grantor : NO-44 n/ .,.0 —l.i�..,.- /i Otist+-...i By � 7� Its )/,2c, Piton tom? 139-110 0313861 71 THE STATE OF § COUNTY OF Before me, the undersigned authority, on this day person- ally appeared 7o.7 c-4 A/ r4^ ,✓)c e VAr^ v , of Eisenman Chemical Co. , a Colorado corporation, known to me to be the person whose name is subscribed to the foregoing instru- ment, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said corporation. ATi Given under ply hand and seal of office on this the // — day of -yr7a..f , A.D. 1986 . Notarylic in and .for. The State of _/ _ a. My commission expires: 139-110 0313861 ASSUMPTION AGREEMENT This Assumption Agreement, dated as of November 22, 1985 , by and between Eisenman Chemical Co. , a Colorado corpora- tion ( "Eisenman" ) , and Milpark, a Texas general partnership ( "Milpark" ) . W I T N E S S E T H : For and in consideration of Ten and No/100 Dollars ($10 .00) in hand paid, the execution by Eisenman of that certain Joint Venture Agreement effective as of November 22 , 1985, regarding Milpark and the performance by Eisenman of its obligations thereunder, including the making of certain repre- sentations and the transfer by Eisenman to Milpark of substan- tially all Eisenman' s assets, and other good and valuable con- sideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Milpark hereby assumes and agrees to pay and fulfill, according to the terms thereof, all obligations and require- ments of Eisenman pursuant to that certain Loan Agreement dated as of November 1, 1982, by and between Eisenman and Weld County, Colorado (the "Loan Agreement" ) . Eisenman hereby grants, conveys, and assigns to Milpark all rights, benefits, and interests which accrue or may accrue to Eisenman under or pursuant to the Loan Agreement,from and after November 22, 1985. It is contemplated that amounts accrued prior to November 22, 1985, in respect of the obligations assumed hereunder to make payments of accounts for which accrued liabilities are included in the Newpark Contributed Assets and Newpark Assumed Liabilities pursuant to the Joint Venture Agreement, will be paid by Milpark using such accrued liabilities . Eisenman hereby agrees to indemnify and hold harmless Milpark and each affiliate thereof from and against any liability in respect of any obligation or requirement assumed by Milpark hereunder , or any liability pursuant to any contingent obligation or guaran- tee in respect thereof, which obligation, requirement or lia- bility accrued prior to November 22, 1985, except for ( i) lia- bilities to make the payments referenced in the preceding sentence, and (ii) other liabilities in respect of any such obligation, requirement, contingent obligation, or guarantee which were incurred in the ordinary course of business and do not exceed, in the aggregate, $25,000 . Nothing in this para- graph shall affect the obligation of Milpark to pay and fulfill graph shall affect the obligation of Milpark to pay and fulfill the obligations and requirements assumed by Milpark pursuant to the preceding paragraph. Milpark hereby agrees to indemnify and hold harmless Eisenman and each affiliate thereof from and against any lia- bility in respect of any obligation or requirement explicitly assumed by Milpark hereunder, or any liability pursuant to any contingent obligation or guarantee in respect thereof, which obligation, requirement or liability accrues from or after November 22, 1985. Without limiting the generality of the foregoing, Milpark hereby agrees to indemnify and hold harmless Newpark Resources, Inc. ( "Newpark" ) from and against any and all liabilities incurred by Newpark under that certain Guaranty Agreement by and between Newpark and First National Bank of Commerce, as Trustee, dated as of November 1, 1982, as amended by Amendment to Guaranty Agreement dated as of January 1, 1986 , which accrue from and after November 22, 1985 . This Assumption Agreement shall be governed by and con- strued in accordance with the laws of the State of Texas , may be amended or modified only by a writing executed by both parties hereto, shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto and Weld County, Colorado, it successors and assigns, and may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument . MILPARK By its Managing Venturor MILCHEM INCORPO TED By: ti Its EISENMAN CHEMICAL CO. By: By its other General Partner NEWPARK FLUID PARTNERS, INC. Its By: Its -2- graph shall affect the obligation of Milpark to pay and fulfill the obligations and requirements assumed by Milpark pursuant to the preceding paragraph. Milpark hereby agrees to indemnify and hold harmless Eisenman and each affiliate thereof from and against any lia- bility in respect of any obligation or requirement explicitly assumed by Milpark hereunder , or any liability pursuant to any contingent obligation or guarantee in respect thereof, which obligation, requirement or liability accrues from or after November 22, 1985. Without limiting the generality of the foregoing, Milpark hereby agrees to indemnify and hold harmless Newpark Resources, Inc. ( "Newpark" ) from and against any and all liabilities incurred by Newpark under that certain Guaranty Agreement by and between Newpark and First National Bank of Commerce, as Trustee, dated as of November 1, 1982, as amended by Amendment to Guaranty Agreement dated as of January 1, 1986 , which accrue from and after November 22, 1985 . This Assumption Agreement shall be governed by and con- strued in accordance with the laws of the State of Texas, may be amended or modified only by a writing executed by both parties hereto, shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto and Weld County, Colorado, it successors and assigns, and may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument . MILPARK By its Managing Venturor MILCHEM INCORPORATED By: Its EISENMAN CHEMICAL CO. By: By its other General Partner NEWPARK FLUID PARTNERS, INC. Its alt By: Its v, e -2- CONSENT OF BANK The undersigned, pursuant to the provisions of Section 7 .1 of that certain Loan Agreement dated as of November 1, 1982, as amended, by and between Weld County, Colorado and Eisenman Chemical Co. , does hereby consent to the execution, delivery and performance of the foregoing Assumption Agreement and the transfer by Eisenman Chemical Co. of substantially all of its assets, including the "Project" (as such quoted term is defined in such Loan Agreement ) , to Milpark . REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By iG 6S-c-g-ted✓ -3- ., .,: A CONSENT OF ISSUER The undersigned, pursuant to the provisions of Section 7.1 of that certain Loan Agreement dated as of November 1, 1982, by and between the undersigned and Eisenman Chemical Co. , does hereby consent to the execution, delivery and performance of the foregoing Assumption Agreement and the transfer by Eisenman Chemical Co. of substantially all of its assets, including the "Project" (as such quoted term is defined in such Loan Agree- ment) , to Milpark. Pursuant to the terms of Section 2. 2(b) of the Loan Agreement the undersigned does hereby release and discharge Eisenman Chemical Co. from all obligations and lia- bilities under such Loan Agreement. WELD COUNTY, COLORADO fritcr Ch: irm , Boa of County Commissioners [SEAL]Attest: �A//�� ; By: (nit- Dep ty County Clerk nd Recorder -4- n. a CONSENT OF TRUSTEE The undersigned, being the Trustee under that certain Indenture of Trust dated as of November 1, 1982, by and between the undersigned and Weld County, Colorado ( "Issuer" ) , pursuant to the provisions of Section 7 . 1 of that certain Loan Agreement dated as of November 1, 1982, as amended, by and between the undersigned and Eisenman Chemical Co. , does hereby consent to the execution, delivery and performance of the foregoing Assumption Agreement and the transfer by Eisenman Chemical Co. of substantially all of its assets , including the "Project" (as such quoted term is defined in such Loan Agreement) , to Milpark . The undersigned hereby consents to the release and discharge by Issuer , pursuant to the terms of Section 2 . 2 (b) of the Loan Agreement , of Eisenman Chemical Co. from all obligations and liabilities under such Loan Agreement . FIRST NATIONAL BANK OF COMMERCE, As Trustee By �. I� ---- TRUST OFFICE 139-103 -5- 0218861 n ASSUMPTION AGREEMENT This Assumption Agreement , dated as of November 22 , 1985 , by and between Eisenman Chemical Co . , a Colorado corporation ( "Eisenman" ) , and Milpark, a Texas general partnership ( "Milpark" ) . WITNESSET H: For and in consideration of Ten and No/100 Dollars ($10 . 00) in hand paid, the execution by Eisenman of that certain Joint Venture Agreement (the "Joint Venture Agreement" ) effective as of November 22 , 1985 , regarding Milpark and the performance by Eisenman of its obligations thereunder , including the making of certain representations and the transfer by Eisenman to Milpark of substantially all of Eisenman' s assets , and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows : Milpark hereby assumes and agrees to pay and fulfill , according to the terms thereof , all obligations and require- ments of Eisenman pursuant to that certain Mortgage and Security Agreement dated as of November 1 , 1982 , by and among First National Bank of Commerce, as Trustee, and RepublicBank Dallas , National Association (the "Mortgage" ) . Eisenman hereby grants , conveys , and assigns to Milpark all rights , benefits , and interest which accrue or may accrue to Eisenman under or pursuant to the Mortgage, from and after November 22 , 1985 . It is contemplated that amounts accrued prior to November 22 , 1985 , in respect of the obligations assumed here- under to make payments of accounts for which accrued liabili- ties are included in the Newpark Contributed Assets and Newpark Assumed Liabilities pursuant to the Joint Venture Agreement , will be paid by Milpark using such accrued liabilities . Eisenman hereby agrees to indemnify and hold harmless Milpark and each affiliate thereof from and against any liability in respect of any obligation qr requirement assumed by Milpark hereunder , or any liability pursuant to any contingent obligation or guarantee in respect thereof , which obligation, requirement or liability accrued prior to November 22 , 1985 , except for ( i) liabilities to make the payments referenced in the preceding sentence, and ( ii ) other liabilities in respect of any such obligation, requirement , contingent obligation, or guarantee which were incurred in the ordinary course of business and do not exceed, in the aggregate, $25 , 000 . Nothing in this paragraph shall affect the obligation of Milpark to pay and fulfill the obligations and requirements assumed by Milpark pursuant to the preceding paragraph. Milpark hereby agrees to indemnify and hold harmless Eisenman and each affiliate thereof from and against any liability in respect of any obligation or requirement explicitly assumed by Milpark hereunder , or any liability pursuant to any contingent obligation or guarantee in respect thereof , which obligation, requirement or liability accrues from or after November 22 , 1985 . Without limiting the generality of the foregoing , Milpark hereby agrees to indemnify and hold harmless Newpark Resources , Inc . ( "Newpark" ) from and against any and all liabilities incurred by Newpark under that certain Guaranty Agreement by and between Newpark and First National Bank of Commerce, as Trustee, dated as of November 1 , 1982 , as amended by Amendment to Guaranty Agreement dated as of January 1, 1986 , which accrue from and after November 22 , 1985 . This Assumption Agreement shall be governed by and con- strued in accordance with the laws of the State of Texas , may be amended or modified only by a writing executed by both parties hereto, shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto and First National Bank of Commerce, as Trustee, and RepublicBank Dallas , National Association, and their respective successors and assigns , and may be executed in multiple counterparts , each of which shall be an original but all of which together shall constitute one and the same instrument . MILPARK By its Managing Venturor MI CHEM INCOR ATED By ` !� , Its : / op_ EISENMAN CHEMICAL CO . By By its other General Partner •NEWPARK FLUID PARTNERS, INC . Its : By Its : 0255z s s z 7,1 A Milpark hereby agrees to indemnify and hold harmless Eisenman and each affiliate thereof from and against any liability in respect of any obligation or requirement explicitly assumed by Milpark hereunder , or any liability pursuant to any contingent obligation or guarantee in respect thereof , which obligation, requirement or liability accrues from or after November 22 , 1985 . Without limiting the generality of the foregoing, Milpark hereby agrees to indemnify and hold harmless Newpark Resources , Inc . ( "Newpark" ) from and against any and all liabilities incurred by Newpark under that certain Guaranty Agreement by and between Newpark and First National Bank of Commerce, as Trustee, dated as of November 1 , 1982 , as amended by Amendment to Guaranty Agreement dated as of January 1 , 1986 , which accrue from and after November 22 , 1985 . This Assumption Agreement shall be governed by and con- strued in accordance with the laws of the State of Texas , may be amended or modified only by a writing executed by both parties hereto , shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto and First National Bank of Commerce, as Trustee, and RepublicBank Dallas , National Association, and their respective successors and assigns , and may be executed in multiple counterparts , each of which shall be an original but all of which together shall constitute one and the same instrument . MILPARK By its Managing Venturor MILCHEM INCORPORATED By Its : EISENMAN CHEMICAL CO. By � y its other General Partner C��CCCJJJ p �n ;TIEWPARK FLUID PARTNERS, INC. Its : Vi ce fit-es By C� Its : A//02. / /r-esrel .-./'�[ 0 2 5 5 z a e,.,7 AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT STATE OF COLORADO § COUNTY OF WELD § This Amendment to Mortgage and Security Agreement is made and entered as of this 1st day of January, 1986 , by and among Milpark, a Texas general partnership ( "Milpark" ) , Eisenman Chemical Co . , a Colorado corporation (the "Company" ) , First National Bank of Commerce, as Trustee (the "Trustee" ) , and RepublicBank Dallas , National Association ( "RepublicBank" ) . Recitals : WHEREAS, the Company has heretofore executed and delivered that certain Mortgage and Security Agreement dated as of November 1 , 1982 (the "Mortgage" ) , in favor of the Trustee and RepublicBank, covering the Company' s interest in certain property located in Weld County, Colorado, more fully described in Exhibit A attached hereto , and certain other personal property (collectively referred to therein and herein as the "Mortgaged Property" ) , which has been recorded in Book 1005 , as Reception 1937332 of the Weld County Records ; and WHEREAS , the Mortgage was executed and delivered to secure, among other things , all sums owing RepublicBank by the Company and Newpark Resources , Inc . , a Nevada corporation ( "Newpark" ) , under the terms of that certain Reimbursement Agreement , dated as of November 1 , 1982 ( the "Former Reimbursement Agreement" ) ; WHEREAS , Newpark, certain subsidiaries of Newpark, Milchem Incorporated and Baker International Corporation have heretofore entered into a certain Joint Venture Agreement (the "Joint Venture Agreement" ) , effective as of November 22 , 1985 , providing for the formation of Milpark; WHEREAS, by Special Warranty Deed, the Company has sold and conveyed the Mortgaged Prope=ty to Milpark; WHEREAS, pursuant to the Joint Venture Agreement , Milpark is required to assume certain obligations of the Company, including the Company' s obligations under the Former Reimbursement Agreement , and Milpark has assumed the Company' s obligations under the Former Reimbursement Agreement as amended and restated by the terms of that certain Amended and Restated Reimbursement Agreement , dated as of January 1, 1986 (the "Amended Reimbursement Agreement" ) , by and among Newpark, the Company, Milpark and RepublicBank on the terms and conditions set forth therein; and C)1- '.s' `:i.^ WHEREAS, the parties desire that the Mortgage be amended to further secure and reference the Amended Reimbursement Agreement , and that the obligations in respect of the Amended Reimbursement Agreement be secured by the Mortgaged Property. NOW THEREFORE, for and in consideration of the foregoing premises , and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Mortgage is hereby amended in part to read as follows : ( a) References to "Reimbursement Agreement" in the Mortgage shall mean and include all amendments and supplements thereto and modifications and restatements thereof , including but not limited to that certain Amended and Restated Reimbursement Agreement , dated as of January 1 , 1986 , among Company, Newpark, Milpark and RepublicBank. (b) The reference to "Guarantor" on the fourth line of the carry-over paragraph on page 2 of the Mortgage shall be amended to be "Milpark" . (c) Following the first full paragraph on page 2 of the Mortgage, each and all references to "Company" are hereby amended to be "Milpark" . (d) Following the first full paragraph on page 2 of the Mortgage, each and all references to "Guarantor" are hereby amended to be "Company" . (e) The name and address for Debtor set forth in Section 10 of the Mortgage is hereby amended to read as follows : Milpark 3900 Essex Lane Houston, Texas 77027 Attention: General Counsel • ( f) The following 'provision shall be added at the end of the Mortgage: All liens created by this Mortgage are hereby extended to further secure the indebtedness under the Amended Reimbursement Agreement , and except as provided herein, such extension shall in no manner affect , waive or release the liens created by this Mortgage . Except as herein amended and extended, the liens created by the Mortgage and all other provisions of the Mortgage, shall remain in full force and effect , and are hereby ratified and confirmed in all respects . -2- IN WITNESS WHEREOF, Milpark, the Company, the Trustee and RepublicBank have executed this Amendment to Mortgage and Security Agreement , effective as of the day and year written above . [SEAL] MILPARK By Milchem Incorporated ATTEST. ----. its Managing V nturor By BY ` Title : Ti e. P [SEAL] EISENMAN CHEMICAL CO. ATTEST: B 7/ By �� . .� �:5 Title - Ti e: Vrce �Ru e -,_ [SEAL] ' FIRST NATIONAL BANK OF COMMERCE, Trustee ATTEST:By )j d 4lAl/f .e By . Lillicaca..._ ti--2— Title {C Title : ITRUSTOFFICE [SEAL] REPUBLICBANK DALLAS, NATIONAL ASSOCIATION ATTEST: / { � / • By . C k,tIkrYc ,. By �.L' cQQr—z ac- 'Title : v,r7, ... Title: Bite. P STATE OF TEXAS � § COUNTY OF /A�y/C�+u`S § BEFORE ME, the 1175 ti , I - Notary Public , on this day personally appeared •/ • A. , known to me to be the person and officer who e name ' s subscribed to the foregoing instrument and acknowle. •ed to me that the same was the act of -3- the said MILPARK by Milchem Incorporated, its Managing Venturor, a corporation, and that he has executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND L OF OFFICE this 19th day of March 1986 . / [SEAL] o ' ary Publi. , Sta e of Texas UANITA LA I S My Commission Expires : Print name of Notary Public Here November 30, 1988 STATE OF LOUISIANA § PARISH OF 32.4 ...o..+— § BEFORE ME, the undersigned, a Notary Public, on this day personally appeared I°cr r i✓. i, er1 ilt/".Ny known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said EISENMAN CHEMICAL CO. , a corporation, and that he has executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7a-A day of YY"e..c.4 , 1986 . [SEAL] Notary Public (-7,4/✓jam ,j—c) hn4 rrNM,oth/ My Commission Expires : -.Print name of Notary Public Here STATE OF LOUISIANA § § PARISH OF ORLEANS § BEFORE ME, the undersigned, a Notary Public , on this day personally appeared `f /fTYLi r t�a/� known to me to be the person and officer whose name is subscribed to the foregoing -4- r't3^: A instrument and acknowledged to me that the same was the act of the said FIRST NATIONAL BANK OF COMMERCE, a corporation, and that he has executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day of Vii,. , 1986 . e 1?2zti,o X_P-r 7 [SEAL] Notary Pub is My Commission Expires : Print name of Notary Public Here MARILYN C. MALONEY NOTARY PUBLIC Parish of Orleans, State of Louisiana My Commission is issued for Life, STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the dersi ed, a Notary Public , on this day personally appeared /Else. c• Eu64Mit'S , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said REPUBLICBANK DALLAS, NATIONAL ASSOCIATION, a national banking association, and that he has executed the same as the act of such association for the purposes and consideration therein expressed, and in the capacity therein stated. 9 tAL GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 1986 . 4 [SEAL] Notary Public State Texas :.Porte 15 . a o g A A My Commission Expires : Print name of Notary Public !O - lS—$ -5- This document was prepared by and, upon recording should be returned to : James R. Littlejohn Gardere & Wynne 1700 RepublicBank Building Dallas , Texas 74201 0250z s o z rwczni -6 EXHIBIT A Tract "A" of COLLEGE GREEN FIFTH FILING, a subdivision of the City of Greeley, County of Weld, State of Colorado, as per the map recorded September 24 , 1982 , in Book 978 under Reception No . 1904069 , Weld County Records . 0250z 5 0 z FIRST AMENDMENT DATED AS OF JANUARY 1, 1986 TO LOAN AGREEMENT DATED AS OF NOVEMBER 1 , 1982 BETWEEN WELD COUNTY, COLORADO AND EISENMAN CHEMICAL CO. 0 5 2 7 z 860314 THIS FIRST AMENDMENT to Loan Agreement is dated as of January 1, 1986 , between WELD COUNTY, COLORADO ( " Issuer" ) , a body politic and corporate and a political subdivision of the State of Colorado duly organized and existing under the Constitution and the laws of the State of Colorado , and EISENMAN CHEMICAL CO. ( "Company" ) , a corporation incorporated under the laws of the State of Colorado . BACKGROUND A. Pursuant to and in accordance with the provisions of the County and Municipality Development Revenue Bond Act , article 3 , title 29 , C.R. S. 1973 , as amended (the "Act" ) , by written Ordinance of the Board of County Commissioners of Issuer , and in furtherance of the purposes of the Act , Issuer financed by the issuance of adjustable rate industrial development revenue bonds under an indenture of trust , the acquisition, construction, improvement and equipping of certain industrial development facilities located within the corporate boundaries of Issuer . B . Issuer loaned the proceeds of such bonds to Company, and Company borrowed the proceeds of such bonds from Issuer upon the terms and conditions set forth in that certain Loan Agreement, dated as of November 1 , 1982 (the "Loan Agreement" ) . C. Newpark Resources , Inc . , a Nevada corporation ( "Newpark") , certain subsidiaries of Newpark, Milchem Incorporated and Baker International Corporation have heretofore entered into a certain Joint Venture Agreement (the "Joint Venture Agreement" ) , effective as of November 22 , 1985 , providing for the formation of Milpark, a Texas general partnership ( "Milpark" ) . D. Pursuant to the Joint Venture Agreement , Milpark is required to assume certain obligations of the Company, including the Company' s obligations under that certain Reimbursement Agreement , dated as of November 1 , 1982 ( the "Former Reimbursement Agreement" ) , by and among Newpark, the Company and RepublicBank Dallas, National Association ( "RepublicBank" ) , and Milpark has assumed the Company' s obligations under the Former Reimbursement Agreement as amended and restated by the terms of that certain Amended and Restated Reimbursement Agreement , dated as of January 1, 1986 (the "Amended Reimbursement Agreement" ) , by and among Newpark, the Company, Milpark and RepublicBank on the terms and conditions set forth therein. E. The parties desire that the Loan Agreement be amended so that the term "Reimbursement Agreement" as used therein means and includes the Amended Reimbursement Agreement . 68e314 NOW, THEREFORE, in consideration of the covenants , conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto agree as follows : 1. The defined term "Reimbursement Agreement" in Article I of the Loan Agreement is hereby amended to read as follows : " 'Reimbursement Agreement ' means the Reimbursement Agreement dated as of November 1, 1982 , among Company, Guarantor and Bank pursuant to which, among other things , Bank is issuing the Letter of Credit , and all amendments and supplements thereto and modifications and restatements thereof , including but not limited to that certain Amended and Restated Reimbursement Agreement, dated as of January 1 , 1986 , among Company, Guarantor, Milpark, a Texas general partnership, and Bank. " 2 . Except as amended by this First Amendment , the Loan Agreement is and shall be unchanged and shall remain in full force and effect, and all terms , covenants , provisions and conditions of the Loan Agreement are incorporated herein by reference . 3 . Newpark hereby ratifies and confirms its obligations under the Guaranty Agreement by and between Newpark and First National Bank of Commerce, as Trustee, as amended by Amendment to Guaranty Agreement dated as of January 1 , 1986 (the "Guaranty" ) and consents to the amendment contained herein and does hereby agree that the Guaranty is and remains in full force and effect . 4 . This First Amendment may be executed in any number of counterparts , all of which shall constitute one and the same instrument, but in making proof of this First Amendment , it shall not be necessary to produce or account for more than one such counterpart . It is not necessary that each party to this First Amendment execute the same counterpart . IN WITNESS WHEREOF, Issuer has caused this First Amendment to be executed in its corporate name and with its official seal hereunto affixed and attested by its duly authorized officials . Company has caused this First Amendment to be executed in its corporate name with its corporate seal hereunto -2- affixed and attested by its duly authorized officers . All of the above occurred as of the date first above written. WELD COUNTY, COLORADO [SEAL]�(�� _ A1_ Attest :�� 0.7 QAw " `^ r" B l/�i C . irm , Boa f County .mmissioners 07 eputy eld County erk and Recorder EISENMAN CHEMICAL CO. [SEAL] Attest : By Title : By Title : CONSENT: FIRST NATIONAL BANK OF COMMERCE, TRUSTEE By Title : NEWPARK RESOURCES, INC. By Title: MILPARK By its Managing Venturor MILCHEM INCORPORATED By Title : .n,.1 affixed and attested by its duly authorized officers . All of the above occurred as of the date first above written. WELD COUNTY, COLORADO [SEAL] Attest : By Chairman, Board of County Commissioners By Weld County Clerk and Recorder EISENMAN CHEMICAL CO. [SEAL] �'p Attest : B . ;>7 � �-e r� T i e: B y G t l e3i9LDt,'� CONSENT: FIRST NATIONAL BANK OF COMMERCE, TRUSTEE By Title : NEWPARK RESOURCES, INC . Title : 1/tce, fi s a1 MILPARK By its Managing Venturor MILCHEM INCORPORATED By Title : r,. affixed and attested by its duly authorized officers . All of the above occurred as of the date first above written. WELD COUNTY, COLORADO [SEAL] Attest : By Chairman, Board of County Commissioners By Weld County Clerk and Recorder EISENMAN CHEMICAL CO. [SEAL] Attest : By Title: By Title : CONSENT: FIRST NATIONAL BANK OF COMMERCE, TRUSTEE By nai �a— T`ittle : 7 iLJ5i ui- I Lth NEWPARK RESOURCES, INC . By Title : MILPARK By its Managing Venturor MILCHEM INCORPORATED By Title : " -3 a'^'? . affixed and attested by its duly authorized officers . All of the above occurred as of the date first above written. WELD COUNTY, COLORADO [SEAL] Attest : By Chairman, Board of County Commissioners By Weld County Clerk and Recorder EISENMAN CHEMICAL CO . [SEAL] Attest : By Title: By Title : CONSENT: FIRST NATIONAL BANK OF COMMERCE, TRUSTEE By Title : NEWPARK RESOURCES, INC . By Title : MILPARK By its Managing Venturor MILCHEM INCORPORATED By\ �YCf7 Ti Ce -3- Pa REPUBLICBANK DALLAS, NATIONAL ASSOCIATION By j.�✓/�/� cjAde. Title 0 5 2 ] z -4- re. . AMENDMENT TO GUARANTY AGREEMENT This AMENDMENT TO GUARANTY AGREEMENT (the "Amendment" ) is made and entered into as of January 1, 1986, by and between Newpark Resources, Inc. , a Nevada corporation ( "Guarantor" ) , and First National Bank of Commerce, a banking corporation duly organized and existing under and by virtue of the laws of the United States of America ( "Trustee" ) , with reference to the following facts : A. Weld County, Colorado, a political subdivision of the State of Colorado (the "Issuer" ) has heretofore issued its Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982, in the aggregate principal amount of $2, 500,000 ( the "Bonds" ) . B. The Bonds were issued pursuant to an Indenture of Trust dated as of November 1, 1982, by and between the Issuer and Trustee. C. The Bonds are secured by a Guaranty Agreement dated as of November 1, 1982, between Guarantor and Trustee ( the "Original Guaranty Agreement" ) whereby Guarantor has uncondi- tionally guarantied the payment of the Bonds when due. D. Guarantor has requested Trustee to amend the Original Guaranty Agreement on the terms set forth herein and Trustee has obtained the requisite consent of the holders of the Bonds to the execution and delivery of this Amendment by Trustee and Guarantor . NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties hereto do hereby agree as follows: 1 . Deletion of Certain Covenants. Sections 2. 6, 2 .7 , 3. 1.c and 3.1.d are hereby deleted from the Original Guaranty Agreement. //// //// //// • //// -2- 5.J 1 'a.i JA"�' 2. Effect of Amendment . Except as amended hereby, the Original Guaranty Agreement shall remain in full force and effect in accordance with its terms . IN WITNESS WHEREOF, Guarantor has caused this Amendment to Guaranty Agreement to be executed in its name and behalf and its corporate seal to be affixed hereto and attested by its duly authorized officers as of the date first above written. NEWPARK RESOURCES, INC. [Seal ] By • �`�• Rog N. McMennamy Vice President-Finance and Treasurer ATTEST: ( ssistantrie-C-reacry Accepted this /5 day of 198t) by First National Bank oP Commerce, as Trustee. 4 Sy [seal ] ATTEST: TR OFFICER AS41 [ signatures continued on next page] -3- • The undersigned hereby consents to the execution, delivery and performance of the foregoing Amendment . REPUBLICBANK DALLAS NATIONAL ASSOCIATION By � C [Seal I Sewior Uicc Pres/a/tett ATTEST: 139—082 -4- , . : q 0314861 d z; CERTIFICATE OF OFFICERS The undersigned, being the duly authorized and acting Vice President-Finance, Treasurer and Secretary of Newpark Resources , Inc. , a Nevada corporation ( "Newpark" ) , and the duly authorized and acting Vice President , Treasurer and Secretary of Eisenman Chemical Co. , a, Colorado corporation ( "Eisenman" ) , in connec- tion with ( i ) that certain Amended and Restated Reimbursement Agreement dated as of January 1, 1986 , by and among Newpark , Eisenman, Milpark , a Texas general partnership ( "Milpark" ) and RepublicBank Dallas, National Association ( the "Bank" ) , ( ii ) that certain Amended and Restated Pledge and Security Agreement ( the "Pledge Agreement" ) , dated as of January 1 , 1986 , from Eisenman and Milpark to the Bank , and ( iii ) the other documents and instruments executed in connection therewith, does hereby CERTIFY that: 1. The respective representations and warranties of Eisenman and Newpark contained in Section 4 of the aforesaid Amended and Restated Reimbursement Agreement ( the "Agreement" ) are correct on and as of the date hereof as though made on and as of such date; 2 . None of the Events of Default (as defined in Section 7 of the Agreement) referred to in Section 7 of the Agreement has occurred and is continuing, and no event has occurred and is continuing which would constitute any of such Events of Default but for the requirement that notice be given or time elapse or both; and 3 . Set forth below are the true signatures of the • officers of each of Eisenman and Newpark who are authorized to execute and deliver the Agreement and the Pledge Agreement in the capacities indicated below, and such persons have served in such capacity since at least January 1 , 1986 : Name and Title Signature Roger N. McMennamy, Vice Presi- dent , Secretary and Treasurer , Eisenman and Newpark James D. Cole, President, Newpark; Chairman of the Board, Eisenman C.:311_‘ IN WITNESS WHEREOF, the and rsigned has executed this Certificate this 2o$- day of , 1986 . T1 • C./�T Rag N. McMennamy, Th Vice President , Secretary and Treasurer , Newpark Resources , Inc. and Eisenman Chemical Co. • CROSS-CERTIFICATION , • The undersigned, being the President of Newpark and the Chairman of the Board of Eisenman, does hereby CERTIFY that the foregoing information is true and correct. IN WITNESS WHEREOF, the un ersigned has executed this Certificate this f2t- day of , 1986 . Ja -s D. C. e , President, Ne pa k Resources , Inc. , Ch_ ir an of the Board, Eis an Chemical Co. 139-127 -2- �„'.,`C.T;2 : 0409861 • CERTIFICATE OF OFFICERS The undersigned, being the duly authorized and acting Vice President - Finance and Treasurer of Milchem Incorpo- rated ("Milchem") , a Delaware corporation which is the Managing Venturor of Milpark, a Texas general partnership ("Milpark") , in connection with (i) that certain Amended and Restated Reimbursement Agreement (the "Agreement") dated as of January 1 , 1986 , by and among Milpark, Newpark Resources, Inc. , a Nevada corporation, Eisenman Chemical Co. , a Colo- rado corporation, and RepublicBank Dallas , National Associa- tion (the "Bank" ) , (ii) that certain Amended and Restated Pledge and Security Agreement dated as of January 1 , 1986 , from Eisenman Chemical Co. and Milpark to the Bank, and (iii) the other documents and instruments executed in con- nection therewith, does hereby CERTIFY that: 1 . The representations and warranties of Milpark contained in Section 4 of the Agreement are correct on and as of the date hereof as though made on and as of such date; 2 . None of the Events of Default (as defined in Sec- tion 7 of the Agreement) referred to in Section 7 of the Agreement has occurred and is continuing, and no event has occurred and is continuing which would constitute any of such Events of Default but for the requirement that notice be given or time elapse or both; and 3 . Set forth below is the true signature of the offi- cer of Milchem who is authorized to execute and deliver the Agreement and the Pledge Agreement on behalf of Milchem as Managing Venturor of Milpark and in the capacity indicated below, and such person has served in such capacity since at least January 1 , 1986 : Name and Title Signature Barry J. Kulpa, Vice �- President - Finance and Treasurer IN WITNESS WHEREOF, the undersigned ha ecute t is Certificate this o20& day of /` , 198/ Barry J. Kulpa • Vice Preside. Financ and Treasurer, Milchem Incorporated • CROSS-CERTIFICATION The undersigned, being the Secretary of Milchem Incor- porated, does hereby CERTIFY that Barry J. Kulpa is the duly elected Vice President - Finance and Treasurer of Milchem Incorporated, and in such capacity is duly authorized to execute and deliver the foregoing Certificate. IN WITNESS WHEREOF, the and igned has ecuted this Certificate this o2 day of 4, 986 . Robert L. Donalson Secretary, Milchem Incorporated o/KCG VINSON & ELKINS ATTORNEYS AT LAW 3300 FIRST CITY TOWER 1001 FANNIN HOUSTON,TEXAS 77002-6760 TELEPHONE 713 851-2222 TELEX 782146 SUITE 900 1101 CONNECTICUT AVE.N.W. 47 CHARLES ST..BERXELEY SQUARE FIRST CITY CENTRE WASHINGTON,0.0.20036.4303 LONDON WIX 7PB,ENGLAND 816 CONGRESS AVENUE TELEPHONE 202 862-6500 TELEPHONE 01 441491-7236 AUSTIN,TEXAS 76701-2498 CABLE VINELXINS-TELEX 89680 CABLE VINELXINS LONDON WI-TELEX 24140 TELEPHONE 512 495-8400 March 19 , 1986 Board of County Commissioners Weld County, Colorado 915 Tenth Street Greeley, Colorado 80631 First National Bank of Commerce 210 Baronne Street New Orleans, Louisiana 70112 RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Re: Weld County, Colorado Adjustable 'Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 Gentlemen: We have acted as counsel to Milpark, a Texas general partnership ("Milpark") , in connection with the preparation, execution, and delivery of that certain Assumption Agreement (the "Assumption Agreement") dated as of November 22, 1985, between Eisenman Chemical Co. , a Colorado corporation ("Eisenman") , and Milpark, relating to that certain Loan Agreement dated as of November 1 , 1982, between Eisenman and Weld County, Colorado, as amended (the "Loan Agreement") . tw 71'4' Board of County Commissioners First National Bank of Commerce RepublicBank Dallas, National Association March 19 , 1986 Page 2 We have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, certificates, and other documents as we have deemed neces- sary in order to render the opinion set forth herein. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original docu- ments of all documents submitted as copies. With respect to factual matters, we have relied on the representations of Milpark and of Eisenman set forth in the Loan Agreement and the documents executed in connection therewith. We have assumed that Eisenman is duly incorporated, validly exist- ing, and in good standing in the State of Colorado, with full corporate power and authority to execute and deliver the Assumption Agreement and to perform its obligations thereunder, and that the Assumption Agreement has been duly authorized, executed, and delivered by Eisenman. We have relied upon the opinion of Robert L. Donalson, Esq. , General Counsel of Milchem Incorporated, a Delaware corporation which is the Managing Venturor of Milpark (the "Managing Venturor") , of even date herewith, as to the authorization, execution, and delivery of the Assumption Agreement by Milchem Incorporated as the Managing Venturor. Based upon and subject to the foregoing, we are of the opinion that the Assumption Agreement has been duly author- ized, executed, and delivered by Milpark and is enforceable against Milpark in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application now or hereafter in effect affecting the rights of creditors generally, or may be limited by the application of principles of equity, appli- cable laws regarding limitation of actions, requirements of notice and due process, requirements for the reasonable exercise of discretion purported to be granted to any party, or the unenforceability of provisions relating to indem- nities or which purport to restrict legal remedies. Board of County Commissioners First National Bank of Commerce RepublicBank Dallas, National Association March 19 , 1986 Page 3 The foregoing opinion is limited to the laws of the State of Texas , and we express no opinion as to the laws of any other jurisdiction. This opinion is for your sole benefit in connection with the execution and delivery of the Assumption Agreement and may not be quoted, relied upon, or used, in whole or in part, by any other person or for any other purpose without our prior written consent. Very truly yours, ) VINSON & ELKINS KGBAK7/02 VINSON & ELKINS ATTORNEYS AT LAW 3300 FIRST CITY TOWER 1001 FANNIN HOUSTON,TEXAS 77002-6760 TELEPHONE 713 651.2222 TELEX 762146 SUITE 900 1101 CONNECTICUT AVE.N . 47 CHARLES ST*BERKELEY SQUARE FIRST CITY CENTRE WASHINGTON,0.C.20036-4303 LONDON WIX 7PB,ENGLAND 518 CONGRESS AVENUE TELEPHONE 202 B62-6500 TELEPHONE 01441 491-7236 AUSTIN,TEXAS 78701-2496 CABLE VINELKINS-TELEX 69860 CABLE VINELM1IN5 LONDON WI-TELEX 24140 TELEPHONE 512 495-6400 April 17, 1986 RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Re: Weld County, Colorado Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 Gentlemen: We have acted as counsel to Milpark, a Texas general partnership ("Milpark") , in connection with the preparation, execution, and delivery of (i) that certain Amended and Restated Reimbursement Agreement (the "Amended Reimbursement Agreement") dated as of January 1 , 1986, among Milpark, RepublicBank Dallas, National Association ("RepublicBank") , Newpark Resources , Inc. , a Nevada corporation ("Newpark") , and Eisenman Chemical Co. , a Colorado corporation ("Eisenman") , (ii) that certain Amendment to Mortgage and Security Agreement (the "Mortgage Amendment") dated as of January 1 , 1986, among Milpark, Eisenman, RepublicBank, and First National Bank of Commerce, Trustee ("First National Bank") which amends a certain Mortgage and Security Agree- ment (the "Mortgage") dated as of November 1, 1982, among Eisenman, RepublicBank, and First National Bank, and (iii) that certain Assumption Agreement (the "Assumption Agree- ment") dated as of November 22, 1985 , between Eisenman and Milpark relating to the Mortgage. = RepublicBank Dallas, National Association April 17, 1986 ' Page 2 We have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, certificates, and other documents as we have deemed neces- sary in order to render the opinion set forth herein. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original docu- ments of all documents submitted as copies. With respect to factual matters, we have relied on the representations of Milpark and of Eisenman and Newpark set forth in the Amended Reimbursement Agreement and the documents executed in connection therewith. We have assumed that all parties other than Milpark to the Amended Reimbursement Agreement, the Mortgage Amendment, and the Assumption Agreement (collectively the "Documents") are duly formed or incor- porated, validly existing, and in good standing in their respective jurisdictions of formation or incorporation, with full power and authority to execute and deliver each Docu- ment and to perform their respective obligations thereunder, and that each Document has been duly authorized, executed, _ and delivered by each such party. We have relied upon the opinion of Robert L. Donalson, Esq. , counsel to Milchem Incorporated, a Delaware corporation which is the Managing Venturor of Milpark (the "Managing Venturor") , of even date herewith, as to the authorization, execution, and delivery of the Documents by Milchem Incorporated as the Managing Venturor. Based upon and subject to the foregoing, we are of the opinion that each of the Documents has been duly authorized, executed, and delivered by Milpark and is enforceable against Milpark in accordance with its terms , except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application now or hereafter in effect affecting the rights of creditors generally, or may be limited by the application of principles of equity, appli- cable laws regarding limitation of actions, requirements of notice and due process, requirements for the reasonable exercise of discretion purported to be granted to any party, or the unenforceability of provisions relating to indem- nities or which purport to restrict legal remedies. P,"1z a'Cr .JA's,. RepublicBank Dallas, National Association April 17, 1986 " Page 3 The foregoing opinion is limited to the laws of the State of Texas, and we express no opinion as to the laws of any other jurisdiction. This opinion is for your sole benefit in connection with the execution and delivery of the Documents and may not be quoted, relied upon, or used, in whole or in part, by any other person or for any other purpose without our prior written consent. Very truly yours, VINSON & ELKINS KGBAK7/05 112: 4431,"" � #1 ROBERT L. DONALSON ATTORNEY AT LAW Milchem Place, Third Floor Houston, Texas 77027 March 19, 1986 Board of County Commissioners Weld County, Colorado 915 Tenth Street Greeley, Colorado 80631 First National Bank of Commerce 210 Baronne Street New Orleans , Louisiana 70112 RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Re: Weld County, Colorado Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 Gentlemen: I am General Counsel of and have acted as counsel to Milchem Incorporated, a Delaware corporation ("Milchem" ) which is the Managing Venturor of Milpark, a Texas general partnership ("Milpark") , in connection with the preparation, execution, and delivery of that certain Assumption Agreement (the "Assumption Agreement") dated as of November 22 , 1985, between Eisenman Chemical Co. , a Colorado corporation ("Eisenman") , and Milpark, relating to that certain Loan Agreement dated as of November 1 , 1982 , between Eisenman and Weld County, Colorado, as amended (the "Loan Agreement") . Board of County Commissioners First National Bank of Commerce RepublicBank Dallas, National Association March 19, 1986 Page 2 I have examined originals or copies, certified or otherwise identified to my satisfaction, of such records , certificates, and other documents as I have deemed necessary in order to render the opinion set forth herein. In such examination, I have assumed the genuineness of all signa- tures, the authenticity of all documents submitted to me as originals, and the conformity to the original documents of all documents submitted to me as copies. With respect to factual matters I have relied upon the representations in the Loan Agreement and the documents executed in connection therewith, and upon certificates of representatives of Milchem. Based upon and subject to the foregoing, it is my opinion that the Assumption Agreement has been duly au- thorized, executed, and delivered by Milchem as Managing Venturor of Milpark. This opinion is subject to and qualified in all re- spects by the following: (a) I am licensed to practice law only in the State of Texas . The opinions expressed herein are limited to the laws of the State of Texas and nothing herein shall be deemed to express an opinion as to the laws of any other jurisdiction. (b) This opinion is for your sole benefit in connection with the execution and delivery of the Assumption Agreement. It may be relied upon by Messrs. Vinson & Elkins in rendering their opinion in this connection, but otherwise is not to be quoted, relied upon, or used, in whole or in part, for any other purpose or delivered to any other person, without my prior written consent. Respec lly submitte B 4 Robert L. Donalson Attorney at Law KGBAK7/03 a ROBERT L. DONALSON ATTORNEY AT LAW Milchem Place, Third Floor Houston, Texas 77027 April 17, 1986 RepublicBank Dallas, National Association Pacific and Ervay Streets Dallas, Texas 75201 Re: Weld County, Colorado Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project) Series 1982 Gentlemen: I have acted as counsel to Milchem Incorporated, a Delaware corporation ("Milchem") which is the Managing Venturor of Milpark, a Texas general partnership ("Milpark") , in connection with the preparation, execution, and delivery of (i) that certain Amended and Restated Reimbursement Agreement (the "Amended Reimbursement Agree- ment") dated as of January 1 , 1986, among Milpark, RepublicBank Dallas , National Association ("RepublicBank") , Newpark Resources, Inc. , a Nevada corporation, and Eisenman Chemical Co. , a Colorado corporation ("Eisenman" ) , (ii) that certain Amendment to Mortgage and Security Agreement (the "Mortgage Amendment") dated as of January 1 , 1986 , among Milpark, Eisenman, RepublicBank, and First National Bank of Commerce, Trustee ("First National Bank") which amends a certain Mortgage and Security Agreement (the "Mortgage") dated as of November 1 , 1982 , among Eisenman, RepublicBank, and First National Bank, and (iii) that certain Assumption Agreement (the "Assumption Agreement") dated as of November 22 , 1985 , between Eisenman and Milpark relating to the Mortgage. a?. RepublicBank Dallas , National Association April 17, 1986 Page 2 I have examined originals or copies, certified or otherwise identified to my satisfaction, of such records, certificates, and other documents as I have deemed necessary in order to render the opinion set forth herein. In such examination, I have assumed the genuineness of all signa- tures, the authenticity of all documents submitted to me as originals, and the conformity to the original documents of all documents submitted to me as copies. With respect to factual matters I have relied upon the representations in the Amended Reimbursement Agreement and the documents executed in connection therewith, and upon certificates of representatives of Milchem. Based upon and subject to the foregoing, it is my opinion that each of the Amended Reimbursement Agreement, the Mortgage Amendment, and the Assumption Agreement has been duly authorized, executed, and delivered by Milchem as Managing Venturor of Milpark. This opinion is subject to and qualified in all re- spects by the following: (a) I am licensed to practice law only in the State of Texas . The opinions expressed herein are limited to the laws of the State of Texas and nothing herein shall be deemed to express an opinion as to the laws of any other jurisdiction. (b) This opinion is for your sole benefit in connection with the execution and delivery of the Amended Reimbursement Agreement, the Mortgage Amendment, and the Assumption Agreement. It may be relied upon by Messrs. Vinson & Elkins in rendering their opinion in this con- nection, but otherwise is not to be quoted, relied upon, or used, in whole or in part, for any other purpose or de- livered to any other person, without my prior written consent. Respec ully submitte , By• grim" Robert L. Donalson Attorney at Law KGBAK7/06 LAW OFFICES W.EDGAR JESSUR JR. SAMUEL S.GUZIK JOHNWER ERTRAM K MASSING DEAN ERVIN. COHEN 8 JESSUP """"BE LVINS LLIFFIII HORACE N.FREEDMAN THOMAS F R.GARVIN LEONARD COHEN LEWIS ROBERT MICHAEL WA%MAN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS RETIRED RICHARD AMERIAN REEVE E.CHUOO ARTHUR FIELDS RICHARD GRIGGS NINTH FLOOR HAROLD J.DELEVIE• KENNETH* LuER LEE SILVER MARIE 9401 WILSHIRE BOULEVARD 6.COOPERKIRIOS GE P SCHIAVELLI LINDA P A. BEVERLY HILLS, CALIFORNIA 90212-2974 JAMES O.C.BARRALL• BARRY MACNAUGHTON DWIDREANOI 5vwIA P LARDIERE 12131 273-6333 GARY O.MICHEL• DEBRA L JAMES ALLAN GABRIEL STEVENAROSEMAN TWX 910-490-574B REF OUR FILE NO. GREGORY M macGREGOR HELENA ORNAS GERALD M YAROSLOW ALAN G.SALER TELECOPIER: 12131 859-2325 CLIFFORD H.BROWN MICHAEL WEINTRAUB 0736-260 THOMAS A.KIRSCHBAUM SHARON MUNSON SWANSON JOAN VELAZODEZ April 1, 1986 0714-061O Milpark 3900 Essex Lane Houston, Texas 77027 Re: Weld County, Colorado, Adjustable Rate Industrial Development Revenue Bonds (Eisenman Chemical Co. Project Series 1982) Gentlemen: We have acted as counsel to Newpark Resources, Inc. , a Nevada corporation ("Newpark" ) , and Eisenman Chemical Co. , a Colorado corporation ("Eisenman") , in connection with the preparation, execution and delivery of a certain Amended and Restated Reimbursement Agreement ("Agreement") dated as of January 1 , 1986, by and among Newpark, Eisenman, RepublicBank Dallas , National Association and you. We have examined originals or copies , certified or otherwise identified to our satisfaction, of such records, certificates of officers, and other records or documents as we have deemed necessary or relevant as the basis for the opinion set forth herein. In such examination, we have assumed the genuineness of all signatures , the authenticity of all documents submitted to us as originals and the conformity with the original documents of all of the documents submitted as copies. With respect to factual matters, we have relied on representations, including representations of officers of Newpark and Eisenman. All capitalized terms which are not defined herein shall have the respective meanings ascribed thereto in the Agreement. Based upon and subject to the foregoing, we are not aware of (i) any Event of Default which existed as of November 22, 1985 , under the Agreement, the Former Agreement, or the Loan Agreement, which Event of Default will continue to exist after giving effect to the provisions of the Agreement; or (ii) any event, facts, or circumstances which existed as of November 22 , 1985, and which, with the passage of time or actions by third parties, could result in an Event of Default under the Agreement, the Former Agreement, or the documents executed in connection therewith, after giving effect to the provisions of the Agreement. LAW OFFICES ERVIN , COHEN 8 JESSUP A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS Milpark April 1, 1986 Page Two This opinion is for your sole benefit in connection with the execution and delivery of the Agreement and may not be quoted, relied upon or used, in whole or in part, by any other person or for any other purpose without our prior written consent. Very truly yours, ERVIN, COHEN & JESSUP By Samuel S. Guzik T1 Hello