Amended Credit Agreement

Exhibit 10.1 AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF DECEMBER 29, 2006 AMONG NEWPARK RESOURCES, INC., A DELAWARE CORPORATION,
BATSON MILL, L.P., A TEXAS LIMITED PARTNERSHIP,
DURA-BASE NEVADA, INC., A NEVADA CORPORATION,
EXCALIBAR MINERALS INC., A TEXAS CORPORATION,
EXCALIBAR MINERALS OF LA., L.L.C.,
A LOUISIANA LIMITED LIABILITY COMPANY,
NES PERMIAN BASIN, L.P., A TEXAS LIMITED PARTNERSHIP,
NEWPARK ENVIRONMENTAL SERVICES, L.L.C.,
A LOUISIANA LIMITED LIABILITY COMPANY,
NEWPARK ENVIRONMENTAL MANAGEMENT COMPANY,
L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY,
NEWPARK ENVIRONMENTAL SERVICES OF TEXAS, L.P.,
A TEXAS LIMITED PARTNERSHIP,
NEWPARK HOLDINGS, INC., A LOUISIANA CORPORATION,
NEWPARK TEXAS, L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY,
NID, L.P., A TEXAS LIMITED PARTNERSHIP,
NEWPARK DRILLING FLUIDS LABORATORY, INC., A TEXAS CORPORATION,
SOLOCO, L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY,
SOLOCO TEXAS, L.P., A TEXAS LIMITED PARTNERSHIP,
SUPREME CONTRACTORS, L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY,
COMPOSITE MAT SOLUTIONS L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY,
NEWPARK ENVIRONMENTAL WATER SOLUTIONS LLC, A DELAWARE LIMITED LIABILITY
COMPANY, THE LOMA COMPANY L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY, AND
NEWPARK DRILLING FLUIDS, LP, A TEXAS LIMITED PARTNERSHIP AS BORROWERS, THE LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO FROM TIME TO TIME, JPMORGAN CHASE BANK, N.A.
(Successor by Merger to Bank One, NA (Main Office Chicago)) AS AGENT AND LC ISSUER, BANK OF AMERICA, N.A., AS SYNDICATION AGENT AND THE OTHER FINANCING INSTITUTIONS PARTY THERETO FROM TIME TO TIME


TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE FACILITY 25 2.1. The Facility 25 2.1.1. Revolving Loans 25 2.1.2. Facility LCs 27 2.1.3. Non-Ratable Loans 31 2.1.4. Protective Advances and Overadvances 31 2.1.5. [Intentionally Omitted.] 32 2.1.6. [Intentionally Omitted.] 32 2.1.7. Reallocation of Loans and Commitments 32 2.2. Ratable Loans; Risk Participation 33 2.3. Payment of the Obligations 33 2.4. Minimum Amount of Each Advance 33 2.5. Funding Account 33 2.6. Reliance Upon Authority; No Liability 34 2.7. Conversion and Continuation of Outstanding Advances 34 2.8. Telephonic Notices 34 2.9. Notification of Advances, Interest Rates and Repayments 34 2.10. Fees 35 2.11. Interest Rates 35 2.12. Eurodollar Advances Post Default; Default Rates 35 2.13. Interest Payment Dates; Interest and Fee Basis 36 2.14. Voluntary Prepayments 36 2.15. Mandatory Prepayments 36 2.16. Termination of the Facility 38 2.17. Method of Payment 38 2.18. Apportionment, Application, and Reversal of Payments 39 2.19. Settlement 40 2.20. Indemnity for Returned Payments 40 2.21. Noteless Agreement; Evidence of Indebtedness 40 2.22. Lending Installations 41 2.23. Non-Receipt of Funds by the Agent; Defaulting Lenders 41 2.24. Limitation of Interest 42 ARTICLE III YIELD PROTECTION; TAXES 43 3.1. Yield Protection 43 3.2. Changes in Capital Adequacy Regulations 44 3.3. Availability of Types of Advances 44 3.4. Funding Indemnification 45 3.5. Taxes 45 3.6. Lender Statements; Survival of Indemnity 46 ARTICLE IV CONDITIONS PRECEDENT 47 A&R Credit Agreement

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4.1. Effectiveness 47 4.2. Each Credit Extension 50 ARTICLE V REPRESENTATIONS AND WARRANTIES 51 5.1. Existence and Standing 51 5.2. Authorization and Validity 51 5.3. No Conflict; Government Consent 51 5.4. Security Interest in Collateral 51 5.5. Financial Statements 52 5.6. Material Adverse Change 52 5.7. Taxes 52 5.8. Litigation and Contingent Obligations 52 5.9. Capitalization and Subsidiaries 53 5.10. ERISA 53 5.11. Accuracy of Information 53 5.12. Names; Prior Transactions 53 5.13. Regulation U 53 5.14. Material Agreements 53 5.15. Compliance With Laws 54 5.16. Ownership of Properties 54 5.17. Plan Assets; Prohibited Transactions 54 5.18. Environmental Matters 54 5.19. Investment Company Act 54 5.20. Public Utility Holding Company Act 54 5.21. Bank Accounts 54 5.22. Indebtedness 54 5.23. Affiliate Transactions 54 5.24. Real Property; Leases 55 5.25. Intellectual Property Rights 55 5.26. Insurance 55 5.27. Solvency 55 5.28. Intercreditor Agreement; Term Agreement 56 5.29. Post-Retirement Benefits 56 5.30. Common Enterprise 56 5.31. Reportable Transaction 56 5.32. Labor Disputes 56 ARTICLE VI COVENANTS 56 6.1. Financial and Collateral Reporting 56 6.2. Use of Proceeds 60 6.3. Notices 60 6.4. Conduct of Business 61 6.5. Taxes 62 6.6. Payment of Indebtedness and Other Liabilities 62 6.7. Insurance 62 6.8. Compliance with Laws 64 6.9. Maintenance of Properties and Intellectual Property Rights 64 6.10. Inspection 64 6.11. Appraisals; Additional Real Property Requirements 65 A&R Credit Agreement

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6.12. Communications with Accountants 65 6.13. Collateral Access Agreements and Real Estate Purchases 65 6.14. Deposit Account Control Agreements 66 6.15. Additional Collateral; Further Assurances 66 6.16. Dividends 67 6.17. Indebtedness 67 6.18. Capital Structure 69 6.19. Preservation of Existence; Merger; Survival of Liability 69 6.20. Sale of Assets 70 6.21. Investments and Acquisitions 70 6.22. Liens 72 6.23. Change of Name or Location; Change of Fiscal Year 73 6.24. Affiliate Transactions 73 6.25. Amendments to Agreements 73 6.26. Prepayment of Indebtedness; Subordinated Indebtedness 74 6.27. Financial Contracts 75 6.28. Intentionally Omitted 75 6.29. Financial Covenants 75 6.29.1. Fixed Charge Coverage Ratio 75 6.29.2. Consolidated Leverage Ratio 75 6.29.3. [Intentionally Omitted.] 75 6.30. Depository Banks 75 6.31. Real Property Purchases 75 6.32. Sale of Accounts 76 6.33. Canadian Subsidiaries Negative Pledge 76 ARTICLE VII DEFAULTS 76 ARTICLE VIII REMEDIES; WAIVERS AND AMENDMENTS 79 8.1. Remedies 79 8.2. Waivers by Loan Parties 80 8.3. Amendments 80 8.4. Preservation of Rights 81 ARTICLE IX GENERAL PROVISIONS 82 9.1. Survival of Representations 82 9.2. Governmental Regulation 82 9.3. Headings 82 9.4. Entire Agreement 82 9.5. Several Obligations; Benefits of this Agreement 82 9.6. Expenses; Indemnification 82 9.7. Numbers of Documents 84 9.8. Accounting 84 9.9. Severability of Provisions 84 9.10. Nonliability of Lenders 84 9.11. Confidentiality 85 9.12. Nonreliance 85 9.13. Disclosure 85 9.14. Patriot Act Notice 85 9.15. Amendment and Restatement 86 A&R Credit Agreement

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9.16. Prior Dissolutions 86 ARTICLE X THE AGENT 86 10.1. Appointment; Nature of Relationship 86 10.2. Powers 87 10.3. General Immunity 87 10.4. No Responsibility for Credit Extensions, Recitals, etc. 87 10.5. Action on Instructions of the Lenders 87 10.6. Employment of Agents and Counsel 87 10.7. Reliance on Documents; Counsel 87 10.8. Agent' s Reimbursement and Indemnification 88 10.9. Notice of Default 88 10.10. Rights as a Lender 88 10.11. Lender Credit Decision 89 10.12. Successor Agent 89 10.13. Delegation to Affiliates 89 10.14. Execution of Loan Documents 89 10.15. Collateral Matters 90 10.16. Co-Agents, Documentation Agent, Syndication Agent, etc. 92 ARTICLE XI SETOFF; RATABLE PAYMENTS 92 11.1. Setoff 92 11.2. Ratable Payments 92 ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 92 12.1. Successors and Assigns 92 12.2. Participations 93 12.3. Assignments 94 12.4. Dissemination of Information 95 12.5. Tax Treatment 95 12.6. Assignment by LC Issuer 95 ARTICLE XIII NOTICES 96 13.1. Notices; Effectiveness; Electronic Communications 96 13.2. Change of Address, Etc. 97 ARTICLE XIV COUNTERPARTS 97 ARTICLE XV GUARANTY 97 15.1. Guaranty 97 15.2. Guaranty of Payment 97 15.3. No Discharge or Diminishment of Guaranty 97 15.4. Defenses Waived 99 15.5. Rights of Subrogation 99 15.6. Reinstatement; Stay of Acceleration 99 15.7. Information 99 15.8. Termination 99 15.9. Taxes 100 15.10. Severability 100 15.11. Contribution 100 A&R Credit Agreement

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15.12. Lending Installations 101 15.13. Liability Cumulative 101 ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 101 16.1. CHOICE OF LAW 101 16.2. CONSENT TO JURISDICTION 101 16.3. WAIVER OF JURY TRIAL 102 ARTICLE XVII THE BORROWER REPRESENTATIVE 102 17.1. Appointment; Nature of Relationship 102 17.2. Powers 102 17.3. Employment of Agents 102 17.4. Notices 102 17.5. Successor Borrower Representative 102 17.6. Execution of Loan Documents; Aggregate Borrowing Base Certificate 102 17.7. Reporting 103 COMMITMENT SCHEDULEPRICING SCHEDULEEXHIBIT A BORROWING NOTICEEXHIBIT B CONVERSION/CONTINUATION NOTICEEXHIBIT C REVOLVING NOTEEXHIBIT D FORM OF ASSUMPTION OF OBLIGATIONSEXHIBIT E COMPLIANCE CERTIFICATEEXHIBIT F JOINDER AGREEMENTEXHIBIT G ASSIGNMENT AND ASSUMPTION AGREEMENTEXHIBIT H BORROWING BASE CERTIFICATEEXHIBIT I AGGREGATE BORROWING BASE CERTIFICATEEXHIBIT J SUMMARY OF TRANSACTIONSEXHIBIT K COMMITMENT INCREASE CERTIFICATESCHEDULE 5.8 LITIGATION AND CONTINGENT OBLIGATIONSSCHEDULE 5.9 CAPITALIZATION AND SUBSIDIARIES A&R Credit Agreement

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SCHEDULE 5.12 NAMES; PRIOR TRANSACTIONSSCHEDULE 5.14 MATERIAL AGREEMENTSSCHEDULE 5.16 OWNERSHIP OF PROPERTIESSCHEDULE 5.22 INDEBTEDNESSSCHEDULE 5.23 AFFILIATE TRANSACTIONSSCHEDULE 5.24 REAL PROPERTY; LEASESSCHEDULE 5.25 INTELLECTUAL PROPERTY RIGHTSSCHEDULE 5.26 INSURANCESCHEDULE 5.32 LABOR MATTERSSCHEDULE 6.7 INSURANCE EXCEPTIONSSCHEDULE 6.21 OTHER INVESTMENTSSCHEDULE 6.22 LIENS A&R Credit Agreement

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AMENDED AND RESTATED
CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated as of December 29, 2006, is among Newpark Resources, Inc., a Delaware corporation, as the Company and as a Borrower, Batson Mill, L.P., a Texas limited partnership, Dura-Base Nevada, Inc., a Nevada corporation, Excalibar Minerals Inc., a Texas corporation, Excalibar Minerals of LA., L.L.C., a Louisiana limited liability company, NES Permian Basin, L.P., a Texas limited partnership, Newpark Environmental Services, L.L.C., a Louisiana limited liability company, Newpark Environmental Management Company, L.L.C., a Louisiana limited liability company, Newpark Environmental Services of Texas, L.P., a Texas limited partnership, Newpark Holdings, Inc., a Louisiana corporation, Newpark Texas, L.L.C., a Louisiana limited liability company, NID, L.P., a Texas limited partnership, Newpark Drilling Fluids Laboratory, Inc., a Texas corporation, SOLOCO, L.L.C., a Louisiana limited liability company, SOLOCO Texas, L.P., a Texas limited partnership, Supreme Contractors, L.L.C., a Louisiana limited liability company, Composite Mat Solutions L.L.C., a Louisiana limited liability company, Newpark Environmental Water Solutions LLC, a Delaware limited liability company, The Loma Company, L.L.C., a Louisiana limited liability company, and Newpark Drilling Fluids, LP, a Texas limited partnership, each as a Borrower, the other Loan Parties, the Lenders, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)), as an LC Issuer and as the Agent. RECITALS WHEREAS, previous hereto, the Company, certain lenders, certain guarantors, and, JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Main Office Chicago)), as agent entered into the Original Loan Agreement (as defined herein), which Original Loan Agreement has since been amended, restated, modified, extended, renewed and restructured from time to time, through and including the Amended Loan Agreement (as defined herein); WHEREAS, the Borrowers have now requested that the lenders further amend, restate, modify, extend, increase, renew and restructure the loans made pursuant to the Amended Loan Agreement, to permit certain corporate restructuring of the Loan Parties, to admit additional Persons as borrowers, guarantors, and lenders, as the case may be, and make available to the Borrowers loans and other extensions of credit, on the terms and conditions set forth herein in an aggregate original principal amount not to exceed $100,000,000, as may be increased in accordance with the terms hereof, which extensions of credit will be used by the Borrowers for the purposes set forth in Section 6.2 ; WHEREAS, the Borrowers and the other Loan Parties have agreed to secure all of their obligations under the Loan Documents by granting to the Agent, on behalf of the Lenders, a security interest in and lien upon (and continuing the grant of such security interest in and lien upon) the Collateral as set forth in the Collateral Documents; and WHEREAS, the Guarantors have agreed to guarantee all of the Obligations (and ratify and affirm such guarantee previously made) of the Borrowers under the Loan Documents to the Agent and the Lenders as set forth in the Guaranty; NOW, THEREFORE, in consideration of these premises and the terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby amend and completely restate the Amended Loan Agreement, effective as of the Closing Date as defined below, and do hereby agree as follows: A&R Credit Agreement

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ARTICLE I DEFINITIONS As used in this Agreement: " Account" shall have the meaning given to such term in the Security Agreement. " Account Debtor" means any Person obligated on an Account. " Acquisition" means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Capital Stock of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Capital Stock having such power only by reason of the happening of a contingency) or a majority of the outstanding Capital Stock of a Person. " Adjusted Excess Cash Flow" means, for the relevant period of determination, the amount of Consolidated EBITDA in excess of the amount of Consolidated EBITDA required for the Company' s Fixed Charge Coverage Ratio to equal 1.5 to 1.0 for such period. " Advance" means a borrowing hereunder, (a) made by some or all of the Lenders on the same Borrowing Date, or (b) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term Advance shall include Non-Ratable Loans, Overadvances and Protective Advances unless otherwise expressly provided. " Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of the voting Capital Stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise. " Agent" means JPMorgan Chase in its capacity as contractual representative of the Lenders pursuant to Article X , and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X . " Aggregate Borrowing Base" means the aggregate of the Borrowing Bases of all of the Borrowers. " Aggregate Borrowing Base Certificate" means a certificate signed by an Authorized Officer of the Borrower Representative in the form of Exhibit I or another form which is acceptable to the Agent in its sole discretion. " Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced or increased from time to time pursuant to the terms hereof, which Aggregate Commitment shall initially be in the amount of $100,000,000.

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" Aggregate Credit Exposure" means, at any time, the aggregate of the Credit Exposure of all the Lenders. " Aggregate Revolving Exposure" means, at any time, the aggregate Revolving Exposure of all the Lenders. " Agreement" means this Amended and Restated Credit Agreement, dated as of December 29, 2006, as it may be amended, restated or modified and in effect from time to time. " Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (a) the Prime Rate for such day and (b) the sum of (i) the Federal Funds Effective Rate for such day plus (ii) 1/2% per annum. " Amended Agreement Lenders" has the meaning specified in Section 2.1.7 . " Amended Loan Agreement" has the meaning specified in Section 9.15 . " Applicable LC Fee Rate" means, at any time, the percentage rate per annum at which fees accrue on the average daily undrawn stated amount under each Facility LC. " Applicable Unused Commitment Fee Rate" means, at any time, the percentage rate per annum at which fees accrue on Available Revolving Commitment at such time as set forth in the Pricing Schedule . " Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule . " Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. " Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as " Lead Arranger" and " Sole Book Runner" under the Amended Credit Agreement. " Article" means an article of this Agreement unless another document is specifically referenced. " Assignment Agreement" is defined in Section 12.3(a) . " Authorized Officer" means any of James E. Braun, John R. Dardenne, Paul L. Howes or Eric M. Wingerter. " Availability" means, with respect to all of the Borrowers, at any time, an amount equal to the lesser of (a) the Revolving Commitment and (b) the Aggregate Borrowing Base, in each case, minus the Aggregate Revolving Exposure . " Available Revolving Commitment" means, at any time, the Revolving Commitment then in effect minus the Aggregate Revolving Exposure at such time. " Banking Services" means each and any of the following bank services provided to any Loan Party by JPMorgan Chase or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

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" Banking Services Obligations" of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. " Banking Services Reserves" means all Reserves which the Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding. " Bankruptcy Code" means Title 11 of the U.S. Code (11 U.S.C. a7 101 et seq .) as amended, reformed, or otherwise modified from time to time, and any rule or regulation issued thereunder. " Borrower" or " Borrowers" means, individually or collectively, jointly and severally, the Company, Batson Mill, L.P., a Texas limited partnership, Dura-base Nevada, Inc., a Nevada corporation, Excalibar Minerals Inc., a Texas corporation, Excalibar Minerals of LA., L.L.C., a Louisiana limited liability company, NES Permian Basin, L.P., a Texas limited partnership, Newpark Environmental Services, L.L.C., a Louisiana limited liability company, Newpark Environmental Management Company, L.L.C., a Louisiana limited liability company, Newpark Environmental Services of Texas, L.P., a Texas limited partnership, Newpark Holdings, Inc., a Louisiana corporation, Newpark Texas, L.L.C., a Louisiana limited liability company, NID, L.P., a Texas limited partnership, Newpark Drilling Fluids Laboratory, Inc., a Texas corporation, SOLOCO, L.L.C., a Louisiana limited liability company, SOLOCO Texas, L.P., a Texas limited partnership, Supreme Contractors, L.L.C., a Louisiana limited liability company, Composite Mat Solutions L.L.C., a Louisiana limited liability company, Newpark Environmental Water Solutions LLC, a Delaware limited liability company, The Loma Company, L.L.C., a Louisiana limited liability company, and Newpark Drilling Fluids, LP, a Texas limited partnership. " Borrower Representative" means the Company, in its capacity as contractual representative of the Borrowers pursuant to Article XVII . " Borrowing Base" means, at any time, with respect to each Borrower, the sum of (a) 85% of such Borrower' s Eligible Accounts at such time, plus (b) 70% of such Borrower' s Eligible Unbilled Accounts, plus (c) the lesser of (i) 60% of such Borrower' s Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time and (ii) 85% of the Net Orderly Liquidation Value of such Borrower' s Eligible Inventory, minus (d) Reserves related to such Borrower. The Agent may, in its Permitted Discretion, reduce the advance rates set forth above or reduce one or more of the other elements used in computing the Borrowing Base. " Borrowing Base Certificate" means a certificate, signed by an Authorized Officer of a Borrower, in the form of Exhibit H or another form which is acceptable to the Agent in its sole discretion. " Borrowing Date" means a date on which an Advance or a Loan is made hereunder. " Borrowing Notice" is defined in Section 2.1.1(b) . " Business Day" means (a) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York City for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in U.S. dollars are carried on in the London interbank market and (b) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

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" Canadian Subsidiaries" is defined in Section 6.33 . " Capital Expenditures" means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP. " Capital Stock" means any and all corporate stock, units, shares, partnership interests, membership interests, equity interests, rights, securities, or other equivalent evidences of ownership (howsoever designated) issued by any Person and any and all warrants, rights or options to purchase any of the foregoing. " Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. " Capitalized Lease Obligations" of a Person means the aggregate amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. " Cash Equivalent Investments" means (a) short-term obligations of, or fully guaranteed by, the U.S., (b) commercial paper rated A-1 or better by S&P or P-1 or better by Moody' s, (c) demand deposit accounts maintained in the ordinary course of business with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) certificates of deposit issued by and time deposits with any domestic office of any commercial bank organized under the laws of the U.S. or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; provided that , in each case, the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest. " Change in Control" means the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting Capital Stock of any Borrower; provided however, that the transactions contemplated in connection with the Permitted Restructuring shall not be deemed to be a Change of Control for purposes of this Agreement. " Closing Date" means the date of this Agreement. " Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder. " Collateral" means any and all Property covered by the Collateral Documents and any and all other Property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Agent, on behalf of itself and the Lenders, to secure the Secured Obligations. " Collateral Access Agreement" means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Agent, between the Agent and any third party (including any bailee, consignee, customs broker, processor, or other similar Person) in possession of any Collateral or

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any landlord of any Loan Party for any real Property where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time. " Collateral Documents" means, collectively, the Intercreditor Agreement, the Security Agreement, the Mortgages and any other documents granting a Lien upon the Collateral as security for payment of the Obligations. " Collateral Shortfall Amount" is defined in Section 2.1.2(l) . " Commitment" means, for each Lender, the obligation of such Lender to make Loans to the Borrowers, and participate in Facility LCs issued upon the application of any Borrower, in an aggregate amount not exceeding the amount set forth in the Commitment Schedule or as set forth in any Assignment Agreement that has become effective pursuant to Section 12.3(c) , as such amount may be modified from time to time pursuant to the terms hereof. " Commitment Schedule" means the Schedule attached hereto identified as such. " Company" means Newpark Resources, Inc., a Delaware corporation and its successors and assigns. " Compliance Certificate" is defined in Section 6.1(e) . " Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Company and its Subsidiaries calculated on a consolidated basis for such period. " Consolidated EBITDA" means Consolidated Net Income plus , to the extent deducted in determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for taxes paid or accrued, net of tax refunds, (c) depreciation, (d) amortization, (e) any non-cash Capital Stock based compensation expenses and (f) non-recurring non-cash charges, minus , to the extent included in Consolidated Net Income, extraordinary gains (as determined in accordance with GAAP) realized other than in the ordinary course of business, all calculated for the Company and its Subsidiaries on a consolidated basis. " Consolidated Fixed Charges" means, with reference to any period without duplication, cash Consolidated Interest Expense, plus prepayments and scheduled principal payments on Indebtedness (other than with respect to (a) the Revolving Loans, (b) the repayment of the Senior Subordinated Notes, (c) the repayment of the Indebtedness under the RBS Loan Documents and (d) the repayment of the Term A Loans and the Supplemental Term Loans) made during such period, plus expense for taxes paid in cash, plus dividends or distributions paid in cash, plus repurchases or redemptions of Capital Stock paid in cash as permitted pursuant to Section 6.16(a)(iii), plus Capitalized Lease payments, plus cash contributions to any Plan, all calculated for the Company and its Subsidiaries on a consolidated basis. " Consolidated Interest Expense" means, with reference to any period, the in ...