FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT AND WAIVER
TO AMENDED AND RESTATED
CREDIT AGREEMENT

THIS FIRST AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into as of July 17, 2009 by and among NEWPARK RESOURCES, INC., a Delaware corporation (the “ Borrower ”), CALYON NEW YORK BRANCH, as Syndication Agent (in such capacity, the “ Syndication Agent ”), BANK OF AMERICA, N.A., as Documentation Agent (in such capacity, the “ Documentation Agent ”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), and the other Lenders signatory hereto.

W I T N E S S E T H:

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

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

WHEREAS, the Borrower has requested that the Required Lenders waive certain Defaults or Events of Default under the Credit Agreement and approve certain amendments to the Credit Agreement; and

WHEREAS, pursuant to such request, the Required Lenders have consented to amend the Credit Agreement and to waive certain Defaults or Events of Default under the Credit Agreement on the terms and conditions contained herein.

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

SECTION 1. DEFINITIONS .

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

SECTION 2. WAIVERS .

2.1 Financial Condition Covenants .

(a) The Borrower has notified the Lenders that it expects to be in violation of Sections 7.1(a) and (b) of the Credit Agreement, for the period of the four consecutive fiscal quarters ended on June 30, 2009, as follows: (i) the Consolidated Leverage Ratio exceeded 3.00 to 1.00 and (ii) the Consolidated Fixed Charge Ratio was less than 1.20 to 1.00.

(b) The Lenders hereby consent to the violations of the financial covenants described in paragraph (a) above of this Section 2.1, notwithstanding anything to the contrary in the Credit Agreement and hereby waive, effective as of June 30, 2009, any Default or Event of Default under Section 8(c) of the Credit Agreement that result from any such violations.

SECTION 3. AMENDMENTS .

3.1 Amendment of Section 1.1 (Defined Terms) .

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“ Defaulting Lender ”: any Revolving Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Revolving Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ First Amendment ”: the First Amendment and Waiver to the Amended and Restated Credit Agreement dated as of July 17, 2009.

“ First Amendment Effective Date ”: the date on which each of the conditions to effectiveness of the First Amendment have been satisfied, in accordance with the terms of Section 4.1 of the First Amendment, which date is July 17, 2009.

(b) The definition of “ ABR ” in Section 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“ ABR ”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate for a Eurodollar Loan with a one-month interest period commencing on such day plus 1.0%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) for any reason that it is unable to ascertain the Federal Funds Effective Rate, including the inability of the Administrative Agent to obtain sufficient quotations in accordance with the definition of “Federal Funds Effective Rate” (if such rate is not published as described in the definition of said term), then the ABR shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. For purposes of this definition, the Eurodollar Rate shall be determined using the Eurodollar Rate as otherwise determined by the Administrative Agent in accordance with the definition of “Eurodollar Base Rate”, except that (x) if a given day of determination is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day of determination is not a Business Day, the Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to the preceding clause (x) for the most recent Business Day preceding such day. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, respectively.

(c) The definition of “Agreement” in Section 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“ Agreement ”: this Agreement as amended or modified from time to time.

(d) The definition of “ Applicable Pricing Grid ” in Section 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following (it being understood that (i) the definition of “Applicable Pricing Grid” as in effect immediately prior to the First Amendment Effective Date shall be applicable for all periods prior to the First Amendment Effective Date and (ii) the definition of “Applicable Pricing Grid” as in effect on the First Amendment Effective Date shall be applicable for all periods on and after the First Amendment Effective Date):

“ Applicable Pricing Grid ”: the table set forth below:

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; provided that, notwithstanding anything herein to the contrary, beginning on the First Amendment Effective Date and until but not including the first Adjustment Date following September 30, 2009, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. 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.

(e) The definition of “ Consolidated EBITDA ” in Section 1.1 of the Credit Agreement is hereby amended by:

(i) Replacing the word “and” immediately prior to clause (f) thereof with a comma; and

(ii) Inserting the following new clauses (g), (h) and (i):

(g) any accruals in respect of abandoned leases, minus actual cash payments made in respect of such leases, during such period, (h) for any period ending on or prior to December 31, 2009, any non-cash expenses relating to the write-down or write-off of accounts receivables that existed as of June 30, 2009, provided , that, the aggregate amount of expenses added back under this clause (h) shall not exceed $5,000,000, and (i) for any period ending on or prior to December 31, 2009, any write-down or write-off of inventory that existed as of June 30, 2009, provided , that, the aggregate amount added back under this clause (i) shall not exceed $10,000,000.

(f) The definition of “ Reinvestment Event ” in Section 1.1 of the Credit Agreement is hereby amended by deleting the phrase “Asset sale or”.

(g) The definition of “ Reinvestment Notice ” in Section 1.1 of the Credit Agreement is hereby amended by deleting the phrase “an Asset sale or” and replacing it with the word “a”.

3.2 Amendment of Section 2.4 (Revolving Credit Commitments) . Section 2.4 of the Credit Agreement is hereby amended by adding the following paragraph (d):

(d) Notwithstanding the foregoing, effective as of the First Amendment Effective Date, the Borrower has reduced the Total Revolving Commitments to $150,000,000 in accordance with Section 2.7.

3.3 Amendment of Section 2.9 (Mandatory Prepayments ).

(a) Section 2.9(b) of the Credit Agreement is hereby amended by (i) inserting the phrase “(i)” at the beginning thereof, (ii) deleting the phrase “Asset Sale or” and (iii) inserting the following clause at the end thereof:

and (ii) if on any date any Group Member shall receive Net Cash Proceeds from any Disposition pursuant to Section 7.5(f), then such Net Cash Proceeds shall be applied on such date first toward the prepayment of the Term Loans as set forth in Section 2.9(c) and second , after repayment in full of all Term Loans, to reduce the Revolving Loans then outstanding (with a corresponding permanent reduction in the Revolving Commitments).

(b) Section 2.9(c) of the Credit Agreement is hereby amended by inserting the phrase “or Section 2.15(c), as applicable” at the end thereof.

3.4 Amendment to Section 2.20 (Replacement of Lenders) . Section 2.20 of the Credit Agreement is hereby amended by (i) deleting clause (b) in the second line thereof and replacing it with the phrase “(b) becomes a Defaulting Lender,” and (ii) inserting the following phrase at the end of clause (vi) thereof: “(and if an interest in obligations and rights under and in respect of a Letter of Credit is being assigned, such replacement financial institution shall be reasonably satisfactory to the Issuing Lender)”.

3.5 Amendment to Section 2 (Amount and Terms of Commitments) . Section 2 of the Credit Agreement is hereby amended by inserting the following new Section 2.22