Amended And Restated Credit Agreement

EXECUTION COPY $225,000,000AMENDED AND RESTATED CREDIT AGREEMENTamongNEWPARK RESOURCES, INC.,
as Borrower,THE LENDERS FROM TIME TO TIME PARTIES HERETO,JPMORGAN CHASE BANK, N.A.,
as Administrative AgentCALYON NEW YORK BRANCH,
as Syndication Agent,andBANK OF AMERICA, N.A.,
as Documentation Agent,Dated as of December 21, 2007 J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner


TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 19 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 20 2.1 Term Commitments 20 2.2 Procedure for Term Loan Borrowing 20 2.3 Repayment of Term Loans 20 2.4 Revolving Commitments 21 2.5 Procedure for Revolving Loan Borrowing 22 2.6 Commitment Fees, etc. 22 2.7 Termination or Reduction of Revolving Commitments 23 2.8 Optional Prepayments 23 2.9 Mandatory Prepayments 23 2.10 Conversion and Continuation Options 24 2.11 Limitations on Eurodollar Tranches 24 2.12 Interest Rates and Payment Dates 24 2.13 Computation of Interest and Fees 25 2.14 Inability to Determine Interest Rate 25 2.15 Pro Rata Treatment and Payments 25 2.16 Requirements of Law 27 2.17 Taxes 28 2.18 Indemnity 29 2.19 Change of Lending Office 30 2.20 Replacement of Lenders 30 2.21 General 30 SECTION 3. LETTERS OF CREDIT 31 3.1 L/C Commitment 31 3.2 Procedure for Issuance of Letter of Credit 31 3.3 Fees and Other Charges 31 3.4 L/C Participations 32 3.5 Reimbursement Obligation of the Borrower 32 3.6 Obligations Absolute 33 3.7 Letter of Credit Payments 33 3.8 Applications 33 SECTION 4. REPRESENTATIONS AND WARRANTIES 33 4.1 Financial Condition 33 4.2 No Change 34 4.3 Existence; Compliance with Law 34 4.4 Power; Authorization; Enforceable Obligations 34 4.5 No Legal Bar 35


Page 4.6 Litigation 35 4.7 No Default 35 4.8 Ownership of Property; Liens 35 4.9 Intellectual Property 35 4.10 Taxes 35 4.11 Federal Regulations 35 4.12 Labor Matters 36 4.13 ERISA 36 4.14 Investment Company Act; Other Regulations 36 4.15 Subsidiaries 36 4.16 Use of Proceeds 37 4.17 Environmental Matters 37 4.18 Accuracy of Information, etc 38 4.19 Security Documents 38 SECTION 5. CONDITIONS PRECEDENT 38 5.1 Conditions to Closing Date 38 5.2 Conditions to Each Extension of Credit 41 SECTION 6. AFFIRMATIVE COVENANTS 41 6.1 Financial Statements 41 6.2 Certificates; Other Information 42 6.3 Payment of Obligations 42 6.4 Maintenance of Existence; Compliance 42 6.5 Maintenance of Property; Insurance 42 6.6 Inspection of Property; Books and Records; Discussions 43 6.7 Notices 43 6.8 Environmental Laws 43 6.9 Additional Collateral, etc 43 SECTION 7. NEGATIVE COVENANTS 45 7.1 Financial Condition Covenants 45 7.2 Indebtedness 46 7.3 Liens 46 7.4 Fundamental Changes 47 7.5 Disposition of Property 48 7.6 Restricted Payments 48 7.7 Investments 48 7.8 Transactions with Affiliates 49 7.9 Sales and Leasebacks 49 7.10 Swap Agreements 49 7.11 Changes in Fiscal Periods 50 7.12 Negative Pledge Clauses 50 7.13 Clauses Restricting Subsidiary Distributions 50 7.14 Lines of Business 50 SECTION 8. EVENTS OF DEFAULT 50


Page SECTION 9. THE AGENTS 53 9.1 Appointment 53 9.2 Delegation of Duties 53 9.3 Exculpatory Provisions 53 9.4 Reliance by Administrative Agent 53 9.5 Notice of Default 54 9.6 Non-Reliance on Agents and Other Lenders 54 9.7 Indemnification 54 9.8 Agent in Its Individual Capacity 55 9.9 Successor Administrative Agent 55 9.10 Documentation Agent and Syndication Agent 55 SECTION 10. MISCELLANEOUS 55 10.1 Amendments and Waivers 55 10.2 Notices 56 10.3 No Waiver; Cumulative Remedies 57 10.4 Survival of Representations and Warranties 57 10.5 Payment of Expenses and Taxes 57 10.6 Successors and Assigns; Participations and Assignments 58 10.7 Adjustments; Set-off 61 10.8 Counterparts 61 10.9 Severability 61 10.10 Integration 62 10.11 GOVERNING LAW 62 10.12 Submission To Jurisdiction; Waivers 62 10.13 Acknowledgements 62 10.14 Releases of Guarantees and Liens 63 10.15 Confidentiality 63 10.16 WAIVERS OF JURY TRIAL 64 10.17 PATRIOT Act 64


SCHEDULES: 1.1A Commitments1.1B Mortgaged Property1.1C Existing Letters of Credit4.4 Consents, Authorizations, Filings and Notices4.15 Subsidiaries4.19(a) UCC Filing Jurisdictions4.19(b) Mortgage Amendments Filing Jurisdictions6.9(e) Dissolution of Subsidiaries7.2(d) Existing Indebtedness7.3(f) Existing Liens EXHIBITS: A Form of Amended and Restated Guarantee and Collateral AgreementB Form of Compliance CertificateC Form of Closing CertificateD Form of MortgageE Form of Assignment and AssumptionF-1 Form of Legal Opinion of Andrews Kurth LLPF-2 Form of Legal Opinion of the Borrower' s General CounselF-3 Form of Legal Opinions of King, LeBlanc & Bland, P.L.L.C.G Form of Exemption CertificateH Form of Revolving Commitment Increase SupplementI Form of Augmenting Lender Supplement


AMENDED AND RESTATED CREDIT AGREEMENT (this " Agreement" ), dated as of December 21, 2007, among Newpark Resources, Inc., a Delaware corporation (the " Borrower" ), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders" ), JPMorgan Chase Bank, N.A., as the administrative agent (in such capacity, the " Administrative Agent" ), Calyon New York Branch, as syndication agent (in such capacity, the " Syndication Agent" ) and Bank of America, N.A., as documentation agent (in such capacity, the " Documentation Agent" ).RECITALS WHEREAS, the Borrower and certain subsidiaries of the Borrower entered into the Term Credit Agreement, dated as of August 18, 2006 (the " Existing Term Credit Agreement" ), with the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust Company, as collateral agent; WHEREAS, the Borrower desires to refinance (the " Refinancing" ) all Indebtedness outstanding under (a) the Existing Term Credit Agreement and (b) a certain Amended and Restated Credit Agreement, dated as of December 29, 2006 (the " Existing ABL Credit Agreement" ), among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and to pay related fees and expenses; WHEREAS, in connection with the Refinancing, the financing amendments under or pursuant to the Existing ABL Credit Agreement will be terminated; WHEREAS, in connection with the Refinancing, the parties hereto have agreed to amend and restate the Existing Term Credit Agreement as provided in this Agreement, which Agreement shall become effective upon the satisfaction of certain conditions precedent set forth in Section 5.1 hereof; WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Term Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder; 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 agree as follows:SECTION 1. DEFINITIONS 1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. " ABR" : for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1 / 2 of 1%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. " ABR Loans" : Loans the rate of interest applicable to which is based upon the ABR. " Acquisition" : 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


2 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. " Adjustment Date" : as defined in the Applicable Pricing Grid. " Administrative Agent" : JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors. " Affiliate" : as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, " control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. " Agents" : the collective reference to the Syndication Agent, the Documentation Agent and the Administrative Agent. " Aggregate Exposure" : with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender' s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender' s Term Loans and (ii) the amount of such Lender' s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender' s Revolving Extensions of Credit then outstanding. " Aggregate Exposure Percentage" : with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender' s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. " Agreement" : as defined in the preamble hereto. " Amended Mortgages" : the Existing Mortgages, as amended by the Mortgage Amendments. " Amended and Restated Guarantee and Collateral Agreement" : the Amended and Restated Guarantee and Collateral Agreement to be executed and delivered by the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A . " Applicable Margin" : for each Type of Loan, the rate per annum determined pursuant to the Applicable Pricing Grid; provided that from the Closing Date until the first Adjustment Date occurring after the completion of two full fiscal quarters of the Borrower after the Closing Date, the Applicable Margin shall in no event be lower than 0.25% for ABR Loans and 1.75% for Eurodollar Loans. " Applicable Pricing Grid" : the table set forth below:


3 Applicable Margin for Eurodollar Applicable Margin Commitment FeeConsolidated Leverage Ratio Loans for ABR Loans Rate Greater than or equal to 2.50 to 1.00 2.50% 1.00% 0.45% Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 2.25% 0.75% 0.40% Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00 2.00% 0.50% 0.375% Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00 1.75% 0.25% 0.375% Less than 1.00 to 1.00 1.50% 0.00% 0.35% For the purposes of the Applicable Pricing Grid, changes in the Applicable Margin resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the " Adjustment Date" ) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. In addition, at all times while an Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1. " Application" : an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit. " Approved Fund" : as defined in Section 10.6(b). " Asset Sale" : any Disposition of property or series of related Dispositions of property (excluding any such Disposition permitted by Section 7.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000. " Assignee" : as defined in Section 10.6(b). " Assignment and Assumption" : an Assignment and Assumption, substantially in the form of Exhibit E . " Augmenting Lender" : as defined in Section 2.4(c). " Available Revolving Commitment" : as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender' s Revolving Commitment then in effect over (b) such Lender' s Revolving Extensions of Credit then outstanding. " Bear Sterns Warrant" : a warrant held by Bear Stearns or its affiliate that provides for the right to purchase up to 1,928,972 shares of the Borrower. " Benefitted Lender" : as defined in Section 10.7(a).


4 " Board" : the Board of Governors of the Federal Reserve System of the United States (or any successor). " Borrower" : as defined in the preamble hereto. " Borrowing Date" : any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder. " Business" : as defined in Section 4.17(b). " Business Day" : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market. " Capital Expenditures" : for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. " Capital Lease Obligations" : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. " Capital Stock" : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. " Cash Equivalents" : (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor' s Ratings Services (" S&P" ) or P-1 by Moody' s Investors Service, Inc. (" Moody' s" ), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody' s; (f) securities with maturities of six months or less from


5 the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody' s and (iii) have portfolio assets of at least $5,000,000,000. " Closing Date" : the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is December 21, 2007. " Code" : the Internal Revenue Code of 1986, as amended from time to time. " Collateral" : all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. " Commitment" : as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender. " Commitment Fee Rate" : the rate per annum determined pursuant to the Applicable Pricing Grid; provided that from the Closing Date until the first Adjustment Date occurring after the completion of two full fiscal quarters of the Borrower after the Closing Date, the Commitment Fee Rate shall in no event be lower than 0.375%. " Commonly Controlled Entity" : an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code. " Compliance Certificate" : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. " Conduit Lender" : any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment. " Confidential Information Memorandum" : the Confidential Information Memorandum dated November 2007 and furnished to certain Lenders. " Consolidated EBITDA" : for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary or non-recurring non-cash expenses or losses (including, whether or not otherwise


6 includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business) and (f) any non-cash Capital Stock based compensation expenses, and minus , (a) to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), (iii) income tax credits (to the extent not netted from income tax expense) and (iv) any other non-cash income and (b) any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a " Reference Period" ) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, " Material Acquisition" means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $5,000,000; and " Material Disposition" means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $5,000,000. " Consolidated Fixed Charge Coverage Ratio" : for any period, the ratio of (a) Consolidated EBITDA for such period less the aggregate amount actually paid by the Borrower and its Subsidiaries during such period on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures) to (b) Consolidated Fixed Charges for such period. " Consolidated Fixed Charges" : for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) Consolidated Lease Expense for such period, (c) scheduled payments made during such period on account of principal of Indebtedness of the Borrower or any of its Subsidiaries (including scheduled principal payments in respect of the Term Loans) and (d) expense for taxes paid in cash during such period. " Consolidated Interest Expense" : for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). " Consolidated Lease Expense" : for any period, the aggregate amount of Capital Lease Obligations payable by the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.


7 " Consolidated Leverage Ratio" : as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period. " Consolidated Net Income" : for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. " Consolidated Net Worth" : at any date, all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of the Borrower and its Subsidiaries under stockholders' equity at such date. " Consolidated Tangible Assets" : at any date, the total assets of the Borrower and its Subsidiaries at such date, as determined on a consolidated basis in accordance with GAAP, less their consolidated Intangible Assets. For purposes of this definition, " Intangible Assets" means the amount of (i) all write-ups in the book value of any asset owned by the Borrower or a Subsidiary and (ii) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights and other intangible assets, determined on a consolidated basis in accordance with GAAP. " Consolidated Total Debt" : at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. " Contractual Obligation" : as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. " Default" : any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. " Disposition" : with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms " Dispose" and " Disposed of" shall have correlative meanings. " Documentation Agent" : as defined in the preamble hereto. " Dollars" and " $" : dollars in lawful currency of the United States. " Domestic Investment" : any Investment in a Domestic Subsidiary or any other Person organized under the laws of any jurisdiction within the United States. " Domestic Permitted Acquisition" : any Permitted Acquisition pursuant to which (a) any acquired or newly formed Su ...