{"id":41178,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/note-purchase-agreement-boots-amp-amp-coots-international.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"note-purchase-agreement-boots-amp-amp-coots-international","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/note-purchase-agreement-boots-amp-amp-coots-international.html","title":{"rendered":"Note Purchase Agreement – Boots & Coots International Well Control Inc., Main Street Merchant Partners II LP and Geneva Associates LLC"},"content":{"rendered":"
\n================================================================================\n\n\n                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.\n\n\n\n                        _______________________________\n\n                            NOTE PURCHASE AGREEMENT\n                        _______________________________\n\n\n\n                          DATED AS OF JANUARY 2, 1998\n\n\n\n                                   $5,000,000\n                   10.0% SENIOR SECURED NOTES DUE MAY 2, 1998\n\n\n\n================================================================================\n\n \n                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.\n\n                        _______________________________\n\n                            NOTE PURCHASE AGREEMENT\n                        _______________________________\n\n                                   $5,000,000\n                   10.0% Senior Secured Notes Due May 2, 1998\n\n\nMain Street Merchant Partners II, L.P.\n1360 Post Oak Blvd., Suite 800\nHouston, Texas  77056\n\nGeneva Associates, L.L.C.\n300 North Greene Street\nGreensboro, North Carolina 27401\n\nLadies and Gentlemen:\n\n     BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation\n(together with its successors and assigns, the \"Company\"), hereby agrees with\nyou as follows:\n\n1.   PURCHASE AND SALE OF NOTES\n\n     1.1  Issuance of Notes.    The Company will authorize the issuance of Five\nMillion Dollars ($5,000,000) in aggregate principal amount of its ten percent\n(10.0%) Senior Secured Notes due May 2, 1998 (the \"Notes\").  The Notes shall be\nin the form of Exhibit 1.1 hereto, and shall have the terms as herein and\ntherein provided, and the terms therein provided are incorporated hereby by\nreference as if set forth herein in full.\n\n     1.2  The Closing.\n\n          (a) Purchase and Sale of Notes.  The Company hereby agrees to sell\neach of you and each of you hereby agree to purchase from the Company, in\naccordance with the provisions hereof, the aggregate principal amount of Notes\nset forth below your respective name on Annex 1 hereto at one hundred percent\n(100%) of the principal amount thereof.\n\n          (b) The Closing.  The Closing (the Closing\") of the Company's sale of\nNotes \n\n                                       1\n\n \nwill be held on January 2, 1998 (the \"Closing Date\") at 10:00 a.m., local time,\nat the office of Hutcheson & Grundy, L.L.P., your special counsel. At the\nClosing, the Company will deliver to you one or more Notes (as set forth below\nyour name on Annex 1 hereto), in the denominations indicated on Annex 1 hereto,\nin the aggregate principal amount of your purchase, dated the Closing Date and\npayable to you or payable as indicated on Annex 1 hereto, against payment by\nfederal funds wire transfer in immediately available funds of the purchase price\nthereof, as directed to you by the Company. The sales of the Notes to each of\nyou are separate sales.\n\n     1.3  Purchase for Investment; ERISA.\n\n          (a)  Purchase for Investment.  You represent to the Company that you\nare purchasing the Notes listed on Annex 1 thereto below your name for your own\naccount for investment and with no present intention of distributing the Notes\nor any part thereof, but without prejudice to your right at all times to: (i)\nsell or otherwise dispose of all or any part of the Notes under a registration\nstatement filed under the Securities Act, or in a transaction exempt from the\nregistration requirements of the Securities Act; and (ii) have control over the\ndisposition of all of your assets to the fullest extent required by any\napplicable law.\n\n          (b) ERISA.  You represent that you are acquiring the Notes for your\nown account with your general assets and that no part of such assets constitutes\nassets of an \"employee benefit plan\" (as defined in ERISA) or a \"plan\" (as\ndefined in the Code).\n\n     1.4  Failure to Tender, Failure of Conditions.  If at the Closing the\nCompany fails to tender to you the Notes to be purchased by you, or if the\nconditions specified in Section 3 hereof to be fulfilled at the Closing have not\nbeen fulfilled, you may thereupon elect to be relieved of all further\nobligations hereunder.  Nothing in this Section 1.4 shall operate to relieve the\nCompany from any of its obligations hereunder or to waive any of your rights\nagainst the Company.\n\n     1.5  Expenses.\n\n          (a) Generally.  Whether or not the Notes are sold, the Company will at\nthe Closing, or if the Closing does not occur, promptly pay all fees, expenses\nand costs relating hereto, including, but not limited to:\n\n               (i) your reasonable out-of-pocket travel costs associated with\n     the transactions contemplated by this Agreement;\n\n               (ii) the reasonable fees and disbursement of your special counsel\n     incurred in connection herewith; and\n\n                                       2\n\n \n               (iii)  the reasonable fees, expenses and costs incurred in\n     complying with each of the conditions to closing set forth in Section 3\n     hereto.\n\n          (b) Counsel.  Without limiting the generality of the foregoing, it is\nagreed and understood that the Company will pay, at the Closing, the statement\nfor fees and disbursements of your special counsel presented at the Closing and\nthe Company will also pay upon receipt of any statement thereof, each additional\nstatement for fees and disbursements of your special counsel rendered after the\nClosing in connection with the issuance of the Notes or the matters referred to\nin Section 1.5(a) hereof.\n\n          (c) Survival.  The obligations of the Company under this Sections 1.5,\n5.4, 9.4(d) and 9.6 hereof shall survive the payment of the Notes and the\ntermination hereof.\n\n2.   WARRANTIES AND REPRESENTATIONS\n\n     To induce you to enter into this Agreement and to purchase the Notes listed\non Annex 1 hereto below your name, the Company warrants and represents, as of\nthe Closing Date, as follows:\n\n     2.1  Corporate Organization. (a) The Company and each of its Subsidiaries\n(i) is a duly incorporated and existing corporation (or other Person) in good\nstanding under the laws of the jurisdiction of its organization, (ii) has all\nnecessary corporate power (or comparable power, in the case of a Subsidiary that\nis not a corporation) to own the property and assets it uses in its business and\notherwise to carry on its business, and (iii) is duly licensed or qualified and\nin good standing in each jurisdiction in which the nature of the business\ntransacted by it or the nature of the property owned or leased by it makes such\nlicensing or qualification necessary, except where the failure to be so licensed\nor qualified could not reasonably be expected to have a Material Adverse Effect.\n\n          (b) As of the date hereof, the Company has no Subsidiaries and owns no\ninterest in any joint venture or other entity other than as listed in Schedule\n2.1.\n\n     2.2  Sale of Notes is Legal and Authorized; Obligations are Enforceable.\n\n          (a) Sale of Notes is Legal and Authorized; Obligations are\nEnforceable.  Each of the issuance, sale and delivery of the Notes by the\nCompany, the execution and delivery hereof by the Company and compliance by the\nCompany with all of the provisions hereof and of the Notes;\n\n               (i) is within the corporate powers of the Company; and\n\n                                       3\n\n \n               (ii) is legal and does not conflict with, result in any breach of\n     any of the provisions of, constitute a default under, or result in the\n     creation of any Lien upon any Property of the Company or any Subsidiary\n     under the provisions of any agreement, charter instrument, bylaw or other\n     instrument to which it is a party or by which it or any of its properties\n     may be bound except as set forth in Schedule 2.2.\n\n          (b) Obligations are Enforceable.  Each of this Agreement, the Notes,\nthe Guaranties and the other Documents has been duly authorized by all necessary\naction on the part of the Company or the applicable Guarantor, has been executed\nand delivered by duly authorized officers of the Company or the applicable\nGuarantor and constitutes a legal, valid and binding obligation of the Company\nor the applicable Guarantor, enforceable in accordance with its terms, except\nthat the enforceability thereof:  (i) limited by applicable bankruptcy,\nreorganization, arrangement, insolvency, moratorium or other similar laws\naffecting the enforceability of creditors' rights generally; and (ii) subject to\nthe availability of equitable remedies.\n\n     2.3  Private Offering of Notes.  Neither the Company nor any other Person\nhas offered any of the Notes or any similar Security of the Company for sale to,\nor solicited offers to buy any thereof from, or otherwise approached or\nnegotiated with respect thereto with, any prospective purchaser, other than the\nPurchasers.\n\n     2.4  No Defaults; Transactions Prior to Closing Date.\n\n          (a) No event has occurred and no condition exists that, upon the\nexecution and delivery of this Agreement and the issuance of the Notes, would\nconstitute a Default or an Event of Default.\n\n          (b) The Company has not entered into any transaction since the date of\nthe most recent balance sheet delivered to you that would have been prohibited\nby this Agreement had such Agreement been in effect since such date.\n \n     2.5  No Violation.  Neither the execution, delivery nor performance by the\nCompany or any of the Guarantors of the Documents to which it is a party nor\ncompliance by any of such Persons with the terms and provisions thereof, nor the\nconsummation by it of the transactions contemplated herein or therein, will (i)\ncontravene any applicable provision of any law, statute, rule or regulation, or\nany applicable order, writ, injunction or decree of any court or governmental\ninstrumentality, (ii) conflict with or result in any breach of any term,\ncovenant, condition or other provision of, or constitute a default under, or\nresult in the creation or imposition of (or the obligation to create or impose)\nany Lien other than any Permitted Lien upon any of the property or assets of the\nCompany or any of its Subsidiaries under the terms of any contractual obligation\nto which the Company or any of its Subsidiaries is a party or by which it or any\nof its properties or assets are bound or to which it may be subject except as\nare not \n\n                                       4\n\n \nreasonably expected to have a Material Adverse Effect, or (iii) violate or\nconflict with any provision of the Certificate or Articles of Incorporation or\nBylaws of such Person.\n\n     2.6  Litigation.  There are no lawsuits (including, without limitation,\nderivative or injunctive actions), arbitration proceedings or governmental\nproceedings pending or, to the best knowledge of the Company, threatened,\ninvolving the Company or any of its Subsidiaries except for such lawsuits or\nother proceedings which are not reasonably expected to have a Material Adverse\nEffect.\n\n     2.7  Use of Proceeds; Margin Regulations.  The proceeds of the Notes shall\nonly be used for the acquisition by IWC Services, Inc. of the common stock of\nITS Supply Corporation pursuant to the terms of that certain Stock Purchase\nAgreement dated as of December 31, 1997, by and between IWC Services, Inc. and\nLaSalle Cattle Company, Ltd. and for the payment of certain financial advisory\nservices as provided in the Note Purchase Agreements.  Neither the Company nor\nany of its Subsidiaries are engaged in the business of extending credit for the\npurpose of purchasing or carrying margin stock.  No proceeds of any Note will be\nused to purchase or carry any \"margin stock\" (as defined in Regulation U of the\nBoard of Governors of the Federal Reserve System), to extend credit for the\npurpose of purchasing or carrying any \"margin stock,\" or for a purpose which\nviolates Regulations G, T, U or X of the Board of Governors of the Federal\nReserve System.\n\n     2.8  Investment Company Act.  Neither the Company nor any of its\nSubsidiaries is an \"investment company\" or a company \"controlled\" by an\n\"investment company,\" within the meaning of the Investment Company Act of 1940,\nas amended.\n\n     2.9  Public Utility Holding Company Act.  Neither the Company nor any of\nits Subsidiaries is a \"holding company,\" or a \"subsidiary company\" of a \"holding\ncompany,\" or an \"affiliate\" of a \"holding company\" or of a \"subsidiary company\"\nof a \"holding company,\" within the meaning of the Public Utility Holding Company\nAct of 1935, as amended.\n\n     2.10 True and Complete Disclosure.  All factual information heretofore or\ncontemporaneously furnished by the Company or any of its Subsidiaries in writing\nto the holder of any Note in connection with any Document or any transaction\ncontemplated therein is, and all other such factual information hereafter\nfurnished by any such Persons in writing to the holder of any Note in connection\nherewith, any of the other Documents or the Notes will be, true and accurate in\nall material respects, taken as a whole, on the date of such information and not\nincomplete by omitting to state any material fact necessary to make the\ninformation therein not misleading at such time in light of the circumstances\nunder which such information was provided.\n\n     2.11 Financial Statements.  The financial statements heretofore delivered\nto you for the Company's fiscal year ended June 30, 1997, and for the Company's\nfiscal quarter ended \n\n                                       5\n\n \nSeptember 30, 1997, have been prepared in accordance with GAAP, applied on a\nbasis consistent, except as otherwise noted therein, with the Company's\nfinancial statements for the previous fiscal year. Each of such annual and\nquarterly financial statements fairly presents on a consolidated basis the\nfinancial position of the Company as of the dates thereof, and the results of\noperations for the periods covered thereby, subject in the case of interim\nfinancial statements, to normal year-end adjustments and omission of certain\nfootnotes as permitted by the SEC. As of the Effective Date, the Company and its\nSubsidiaries, considered as a whole, have no material contingent liabilities or\nmaterial Indebtedness required under GAAP to be disclosed in a consolidated\nbalance sheet of the Company that were not disclosed in the financial statements\nreferred to in this Section 2.11 or in the notes thereto or disclosed in writing\nto you.\n\n     2.12 No Material Adverse Change.  There has occurred no event or effect\nsince September 30, 1997, that has had, or to the best knowledge of the Company\ncould reasonably be expected to have, a Material Adverse Effect.\n\n     2.13 Labor Controversies.  There are no labor strikes, lock-outs, slow\ndowns, work stoppages or similar events pending or, to the best knowledge of the\nCompany, threatened against the Company or any of its Subsidiaries that could\nreasonably be expected to have a Material Adverse Effect.\n\n     2.14 Taxes.  The Company and its Subsidiaries have filed all federal tax\nreturns and all other material tax returns required to be filed, or obtained\nextensions for such filings, and have paid all governmental taxes, rates,\nassessments, fees, charges and levies (collectively, \"Taxes\") currently due\nexcept such Taxes, if any, as are being contested in good faith and for which\nreserves have been provided in accordance with GAAP.  No tax liens have been\nfiled and no claims are being asserted for Taxes.  The charges, accruals and\nreserves on the books of the Company and its Subsidiaries for Taxes and other\ngovernmental charges have been determined in accordance with GAAP.\n\n     2.15 ERISA.  With respect to each Plan, the Company and its Subsidiaries\nhave fulfilled their obligations under the minimum funding standards of, and are\nin compliance in all material respects with, ERISA and with the Code to the\nextent applicable to it, and have not incurred any liability under Title IV of\nERISA to the PBGC or a Plan other than a liability to the PBGC for premiums\nunder Section 4007 of ERISA.  Neither the Company nor any of its Subsidiaries\nhas any contingent liability with respect to any post-retirement benefits under\na welfare plan as defined in ERISA other than liability for continuation\ncoverage described in Part 6 of Title I of ERISA.\n\n     2.16 Consents.  All consents and approvals of, and filings and\nregistrations with, and all other actions of, all governmental agencies,\nauthorities or instrumentalities required as a condition to the execution and\ndelivery of this Agreement or the offer, issuance, sale or delivery of the Notes\nhave been obtained or made and are in full force and effect.\n\n                                       6\n\n \n     2.17 Ownership of Property.  The Company and its Subsidiaries have good and\nmarketable title to or a valid leasehold interest in all of their respective\nproperty except to the extent, in the aggregate, no Material Adverse Effect\ncould reasonably be expected to result from the failure to have such title or\ninterest, free and clear of any Liens except Permitted Liens.  The Company and\nits Subsidiaries own or hold valid licenses to use all the material patents,\ntrademarks, permits, service marks and trade names, free of any burdensome\nrestrictions, that are necessary to the operation of the business of the Company\nand its Subsidiaries as presently conducted.\n\n     2.18 Compliance with Statutes.  The Company and its Subsidiaries are in\ncompliance with all applicable statutes, regulations and orders of, and all\napplicable restrictions imposed by, all governmental bodies and have all\nnecessary permits, licenses and other necessary authorizations with respect to\nthe conduct of their businesses and the ownership and operation of their\nproperties except where the failure to so comply or hold such permits, licenses\nor other authorizations, individually or in the aggregate, could not reasonably\nbe expected to have a Material Adverse Effect.\n\n     2.19 Environmental Matters.\n\n          (a) The Company and its Subsidiaries are in compliance with all\napplicable Environmental Laws and the requirements of any permits issued under\nsuch Environmental Laws except as could not reasonably be expected to have a\nMaterial Adverse Effect.  To the best knowledge of the Company, there are no\npending, past or threatened Environmental Claims against the Company or any of\nits Subsidiaries or any property owned or operated by the Company or any of its\nSubsidiaries except as could not be expected to have a Material Adverse Effect.\nTo the best knowledge of the Company, there are no conditions or occurrences on\nany property owned or operated by the Company or any of its Subsidiaries or on\nany property adjoining or in the vicinity of any such property that could\nreasonably be expected (i) to form the basis of an Environmental Claim against\nthe Company or any of its Subsidiaries or any property owned or operated by the\nCompany or any of its Subsidiaries, or (ii) to cause any property owned or\noperated by the Company or any of its Subsidiaries to be subject to any material\nrestrictions on the ownership, occupancy, use or transferability of such\nproperty by the Company or any of its Subsidiaries under any applicable\nEnvironmental Law except for any such condition or occurrence described in\nclauses (i) or (ii) which could not reasonably be expected to have a Material\nAdverse Effect.\n\n          (b) To the best knowledge of the Company (i) Hazardous Materials have\nnot at any time been generated, used, treated or stored on, or transported to or\nfrom, any property owned or operated by the Company or any of its Subsidiaries\nin a manner that has violated or could reasonably be expected to violate any\nEnvironmental Law, except for such violation which could not reasonably be\nexpected to have a Material Adverse Effect, and (ii) Hazardous Materials \n\n                                       7\n\n \nhave not at any time been released on or from any property owned or operated by\nthe Company or any of its Subsidiaries in a matter that has violated or could\nreasonably be expected to violate any Environmental Law, except for such\nviolation which could not reasonably be expected to have a Material Adverse\nEffect.\n\n     2.20 Other Agreements.  No monetary default or material non-monetary\ndefault exists in connection with any instrument evidencing Indebtedness of the\nCompany or any of the Subsidiaries except for any default, individually or in\nthe aggregate which could not reasonably be expected to have a Material Adverse\nEffect.  Neither the Company nor any Subsidiary is in violation in any respect\nof any term in any other agreement or other instrument to which it is a party or\nby which it or any of its properties may be bound except for such failures that,\nin the aggregate for all such failures, could not reasonably be expected to have\na Material Adverse Effect.\n\n     2.21 Restrictions on Company and Subsidiaries.  Neither the Company nor any\nSubsidiary:\n\n          (a) is a party to any contract or agreement, or subject to any charter\nor other corporate restriction that, in the aggregate for all such contracts,\nagreements, charters and corporate restrictions, could reasonably be expected to\nhave a Material Adverse Effect;\n\n          (b) is a party to any contract or agreement that restricts the right\nor ability of such corporation to incur Indebtedness other than this Agreement\nor that restricts the issuance and sale of the Notes or the performance of the\nCompany hereunder or under the Notes; and\n\n          (c) has agreed or consented to cause or permit in the future (upon the\nhappening of a contingency or otherwise) any of its property, whether now owned\nor hereinafter acquired, to be subject to a Lien not permitted by this\nAgreement.\n\n     2.22 Senior Debt; Existing Indebtedness.  The obligation of the Company to\nthe Purchasers under the Notes is senior in right of repayment to all other\nIndebtedness except the IWC Note and is secured by all assets of the Company and\nits domestic subsidiaries and 65% of the stock of the foreign subsidiaries of\nIWC Services, Inc.  Schedule 2.22 lists all Indebtedness of the type in clause\n(a), (b) and (c) of the definition thereof of the Company and its Subsidiaries\nas of the Closing Date, and provides the following information with respect to\neach item of such Indebtedness:  (i) the holder thereof and type thereof, (ii)\nthe outstanding amount, (iii) the current portion, and (iv) the collateral\nsecuring such Indebtedness, if any.\n\n3.   CLOSING CONDITIONS\n\n     Your obligation to purchase and pay for the Notes to be delivered to you at\nthe Closing \n\n                                       8\n\n \nis subject to the following conditions precedent (unless waived by you and the\nOther Purchaser in writing prior to the Closing):\n\n     3.1  Opinion of Counsel.  You shall have received from Brown, Parker & Leahy, L.L.P. a closing opinion, dated as of the Closing Date, substantially in\nthe form set forth in Exhibit 3.1 hereto and as to such other matters as you may\nreasonably request.  This Section 3.1 shall constitute direction by the Company\nto such counsel to deliver such closing opinion to you.\n\n     3.2  Warranties and Representations True.  The warranties and\nrepresentations contained in Section 2 hereof shall be true on the Closing Date\nwith the same effect as though made on or and as of that date.\n\n     3.3. Secretary's Certificates.  You shall have received a duly executed\nSecretary's Certificate dated the Closing Date from the Company and each\nGuarantor in form and substance satisfactory to you.\n\n     3.4  Guaranties.  You shall have received the duly executed Guaranties of\neach of the Guarantors in substantially the form of Exhibit 3.4 hereto.\n\n     3.5  Stock Pledge Agreement.  You shall have received a duly executed Stock\nPledge Agreement from each of the Company and IWC Services, Inc. in\nsubstantially the form of Exhibit 3.5 hereto, together with the undated stock\ncertificates referenced therein and stock powers relating thereto.\n\n     3.6  Security Agreements.  You shall have received a duly executed Security\nAgreement in substantially the form of Exhibit 3.6 hereto from the Company and\neach of the Guarantors, together with duly executed UCC-1 Financing Statements\nrelating thereto.\n\n     3.7  Warrant.  Main Street shall have received a duly issued and authorized\nWarrant for 1,200,000 shares and Geneva shall have received a duly issued and\nauthorized Warrant for 800,000 shares of common stock of the Company in\nsubstantially the form of Exhibit 3.7 hereto.\n\n     3.8  Registration Rights Agreement.  Each of you shall have received a duly\nexecuted Registration Rights Agreement in substantially the form of Exhibit 3.8\nhereto.\n\n     3.9  Expenses.  All fees and disbursements required to be paid pursuant to\nSection 1.5(b) hereof shall have been paid in full.\n\n     3.10 Intercreditor Agreement.  Each of you shall execute and deliver the\nIntercreditor Agreement.\n\n                                       9\n\n \n     3.11 Financial Advisory Services.  Main Street shall have received a fee of\n$300,000 and Geneva shall have received a fee of $200,000 in partial\nconsideration for financial advisory services to be provided by you to the\nCompany over the thirty-six (36) month period from the Closing Date.\n\n     3.12 Compliance with this Agreement.  Each of the Company and the\nSubsidiaries shall have performed and complied with all agreements and\nconditions contained herein that are required to be performed or complied with\nby the Company and the Subsidiaries on or prior to the Closing Date, and such\nperformance and compliance shall remain in effect on the Closing Date.\n\n     3.13 Proceedings Satisfactory.  All proceedings taken in connection with\nthe issuance and sale of the Notes and all documents and papers relating thereto\nshall be satisfactory to you and your special counsel.  You and your special\ncounsel shall have received copies of such documents and papers as you or they\nmay reasonably request in connection therewith or in connection with your\nspecial counsel's closing opinion, all in form and substance satisfactory to you\nand your special counsel.\n\n     3.14 Acquisition of ITS Supply Corporation.\n\n     (a) Acquisition Conditions.  All conditions to the acquisition of the stock\nof ITS Supply Corporation contained in the Stock Purchase Agreement dated as of\nDecember 31, 1997, by and between LaSalle Cattle Company, Ltd., a Texas limited\npartnership, and IWC Services, Inc. shall have been satisfied in full (without\namendment or waiver of, or other forbearance to exercise any rights with respect\nto, any of the terms and provisions thereof), subject only to purchase of the\nNotes under the Note Purchase Agreements;\n\n     (b) No Restraint.  No judgment, order, injunction or other similar\nrestraint prohibiting or imposing adverse conditions upon the purchase of shares\nof ITS Supply Corporation by IWC Services, Inc. shall be outstanding, and no\nactions, suits or proceedings shall be pending or threatened with respect to the\nCompany, IWC Services, Inc. or ITS Supply Corporation or their respective\nSubsidiaries which may have an adverse effect on such Acquisition;\n\n     (c) Shares of Stock.  The shares of stock of ITS Supply Corporation, ITS\nVenezuela S.A., ITS Peru S.A., and ITS Supply & Logistics UK Limited to be\npurchased in such acquisition will be purchased free and clear of all\nrestrictions to purchase imposed by applicable laws or regulations and any\nvoting trusts, proxies or similar arrangements or applicable laws or regulations\nthat would restrict IWC Services, Inc.'s or ITS Supply Corporation's, as\napplicable, right to exercise the voting rights attributable to such shares;\n\n     (d) Regulatory Filings.  All actions and proceedings required by applicable\nlaws or \n\n                                       10\n\n \nregulations to have been taken prior to or on the date of such acquisition in\norder for the Company to be able to lawfully consummate such acquisition shall\nhave been taken, all waiting periods thereunder and therefore shall have expired\nor terminated without any action being taken by any competent authority which\nrestrains, prevents or imposes adverse conditions upon the consummation of such\nacquisition, and all consents, waivers and approvals (including, without\nlimitation, those of any governmental authority or regulatory body) necessary to\nhave been given or obtained prior to or on the date of such acquisition in order\nfor the Borrower to be able to lawfully consummate such Acquisition shall have\nbeen given or obtained and remain in full force and effect, including, without\nlimitation, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of\n1976, as amended; and\n\n     (e) Additional Guaranty.  ITS Supply Corporation shall execute and deliver\na Guaranty substantially in the form of Exhibit 3.4 hereto within one (1)\nBusiness Date of the Closing Date.\n\n4.   PAYMENTS\n\n     4.1  Principal Payments.  All of the principal of the Notes remaining\noutstanding on May 2, 1998, together with interest accrued thereon, shall become\ndue and payable on May 2, 1998.\n\n     4.2  Interest Payments.  The Notes will bear interest at the rate of 10.0%\nper annum, such interest to be payable monthly in arrears commencing February 1,\n1998, and on the first day of each month thereafter until May 2, 1998, when all\nprincipal, together with accrued and unpaid interest shall be due and payable.\nIf an Event of Default shall have occurred, and for so long as such Event of\nDefault continues, or if any payment of principal, interest or fees is not paid\nwhen due, interest shall accrue upon the principal of the Notes, together with\nany accrued and unpaid interest and fees, at the Highest Lawful Rate.  It is the\nintention of the holder of the Notes to conform strictly to usury laws\napplicable to them.  Accordingly, if the transactions contemplated hereby or the\nNotes would be usurious as to any of the holders of the Notes under laws\napplicable to it (including the laws of the United States of America and the\nState of Texas or any other jurisdiction whose laws may be mandatorily\napplicable to such holder notwithstanding the other provisions of this\nAgreement, the Notes or any other Document), then, in that event,\nnotwithstanding anything to the contrary in this Agreement, the Notes or any\nother Document, it is agreed as follows:  (i) the aggregate of all consideration\nwhich constitutes interest under laws applicable to such holder that is\ncontracted for, taken, reserved, charged or received by such holder under this\nAgreement, the Notes or any other Document or otherwise shall under no\ncircumstances exceed the Highest Lawful Rate, and any excess shall be credited\nby such holder on the principal amount of the Notes (or, if the principal amount\nof such Notes shall have been paid in full, refunded by such holder to the\nCompany); (ii) in the event that the maturity of the Notes is accelerated by\nreason of an election of the holder or holders thereof resulting \n\n                                       11\n\n \nfrom any Event of Default hereunder or otherwise, or in the event of any\nrequired or permitted prepayment, then such consideration that constitutes\ninterest under laws applicable to such holder may never include more than the\nHighest Lawful Rate, and excess interest, if any, provided for in this\nAgreement, the Notes, any other Document or otherwise shall be automatically\ncanceled by such holder as of the date of such acceleration or prepayment and,\nif theretofore paid, shall be credited by such holder on the principal amount of\nthe Notes held by it (or if the principal amount of such Notes shall have been\npaid in full, refunded by such holder to the Company); and (iii) if at any time\nthe interest provided under the Notes or the Agreement, together with any other\nfees payable pursuant to the Notes, the Agreement or any other Document and\ndeemed interest under applicable law, exceeds the amount that would have accrued\nat the Highest Lawful Rate, the amount of interest and any such fees to accrue\nto such holder hereunder and thereunder shall be limited to the amount which\nwould have accrued at the Highest Lawful Rate, but any subsequent reductions\nshall not reduce the interest to accrue to such holder hereunder and thereunder\nbelow the Highest Lawful Rate until the total amount of interest accrued\npursuant hereto and thereto and such fees deemed to be interest equals the\namount of interest which would have accrued to such holder if a varying rate per\nannum equal to the interest hereunder had at all times been in effect plus the\namount of fees which would have been received but for the effect hereof; and in\neach case, to the extent permitted by applicable law, such holder shall not be\nsubject to any of the penalties provided by law for contracting for, taking,\nreserving, charging or receiving interest in excess of the Highest Lawful Rate.\nTo the extent applicable, you hereby elect to determine the applicable rate\nceiling under Chapter 1D of Article 5069 of the Texas Credit Title Act, Title\n79, Texas Revised Civil Statutes by the weekly rate ceiling from time to time in\neffect, subject to your right, or any subsequent holder of the Notes right, to\nchange such method in accordance with applicable law.\n\n     4.3  Best Efforts.  The Company shall use its best efforts from and after\nthe Closing Date to promptly refinance the Notes and to prepay the Notes in\nfull.\n\n     4.4  Optional Prepayments.  The Company may, at any time, prepay the\nprincipal amount of the Notes in part, in an aggregate principal amount of not\nless than $100,000 at any time, or in whole, in each case together with interest\non such principal amount then being prepaid accrued to the prepayment date.\n\n     4.5  Partial Prepayment Pro Rata.  The aggregate principal amount of each\npartial prepayment of the Notes shall be allocated among the holders of the\nNotes at the time outstanding in proportion, as nearly as practicable, to the\nrespective unpaid principal amounts of the Notes then outstanding.\n\n     4.6  Notation of Notes on Prepayment.  Upon any partial prepayment of a\nNote, such Note may (but shall not be required to be), at the option of the\nholder thereof, be:\n\n          (a) surrendered to the Company pursuant to Section 5.2 hereof in\nexchange \n\n                                       12\n\n \nfor a new Note in a principal amount equal to the principal amount remaining\nunpaid on the surrendered Note;\n\n          (b) made available to the Company for notation thereon of the portion\nof the principal so prepaid; or\n\n          (c) marked by such holder with a notation thereon of the portion of\nthe principal so prepaid.\n\nIn case the entire principal amount of any Note is paid, such Note shall be\nsurrendered to the Company for cancellation and shall not be reissued, and no\nNote shall be issued in lieu of the paid principal amount of any Note.\n\n5.   REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES\n\n     5.1  Registration of Notes.   The Company will cause to be kept at its\nprincipal place of business a register for the registration and transfer of\nNotes.  The name and address of each holder of one or more Notes, each transfer\nthereof and the name and address of each transferee of one or more Notes shall\nbe registered in such register.  The Person in whose name any Note shall be\nregistered shall be deemed and treated as the owner and holder thereof for all\npurposes hereof and the Company shall not be affected by any notice or knowledge\nto the contrary.\n\n     5.2  Exchange of Notes.\n\n          (a) Upon surrender of any Note at the office of the Company duly\nendorsed or accompanied by a written instrument of transfer duly executed by the\nregistered holder of such Note or such holder's attorney duly authorized in\nwriting, the Company will execute and deliver, at the Company's expense (except\nas provided below), new Notes in exchange therefor, in denominations of at least\n$100,000 (except as may be necessary to reflect any principal amount not evenly\ndivisible by $100,000, in an aggregate principal amount equal to the unpaid\nprincipal amount of the surrendered Note.  Each such new Note shall be payable\nto such Person as such holder may request and shall be substantially in the form\nof Exhibit 1.1 hereto.  Each such new Note shall be dated and bear interest from\nthe date to which interest shall have been paid on the surrendered Note or dated\nthe date of the surrendered Note if no interest shall have been paid thereon.\nThe Company may require payment of a sum sufficient to cover any stamp tax or\ngovernmental charge imposed in respect of any such transfer of Notes.\n\n          (b) The Company will pay the cost of delivering to or from such\nholder's home office or custodian bank from or to the Company, insured to the\nreasonable satisfaction of such holder, the surrendered Note and any Note issued\nin substitution or replacement for the surrendered Note.\n\n                                       13\n\n \n          (c) Each holder of Notes agrees that, in the event it shall sell or\ntransfer any Note without surrendering such Note to the Company as set forth in\nSection 5.2(a) hereof, it shall:\n\n               (i) prior to the delivery of such Note, make a notation thereon\n     of all principal, if any, paid on such Note and shall also indicate thereon\n     the date to which interest shall have been paid on such Note; and\n\n               (ii) promptly notify (or cause the transferee of any such Note to\n     notify) the Company of the name and address of the transferee of any such\n     Note so transferred and the effective date of such transfer.\n\n     5.3  Replacement of Notes.\n\n     Upon receipt by the Company of evidence reasonably satisfactory to it of\nthe ownership of and the loss, theft, destruction or mutilation of any Note\n(which evidence shall be, in the case of an Institutional Investor, an affidavit\nfrom such Institutional Investor of such ownership (or of ownership by such\nInstitutional Investor's nominee) and such loss, theft, destruction or\nmutilation); and\n\n          (a) in the case of loss, theft or destruction, of indemnity reasonably\nsatisfactory to the Company (provided that if the holder of such Note is an\nInstitutional Investor or a nominee of such Institutional Investor, such\ninstitutional investor's own unsecured agreement of indemnity shall be deemed to\nbe satisfactory for such purpose), or\n\n          (b) in the case of mutilation, upon surrender and cancellation\nthereof, the Company at its own expense will execute and deliver, in lieu\nthereof, a new Note, dated and bearing interest from the date to which interest\nshall have been paid on such lost, stolen, destroyed or mutilated Note or dated\nthe date of such lost, stolen, destroyed or mutilated Note if no interest shall\nhave been paid thereon.\n\n     5.4  Issuance Taxes.  The Company will pay all taxes (if any) due in\nconnection with and as the result of the initial issuance and sale of the Notes\nand in connection with any modification of this agreement or the Notes and shall\nsave each holder of Notes harmless without limitation as to time against any and\nall liabilities with respect to all such taxes.\n\n6.   COVENANTS\n\n     The Company covenants and agrees that on and after the Closing Date and so\nlong as any Note shall be outstanding:\n\n                                       14\n\n \n     6.1  Corporate Existence.  The Company and its Subsidiaries will preserve\nand maintain their existence except for the dissolution of any Subsidiaries\nwhose assets are transferred to the Company or any of its Subsidiaries.\n\n     6.2  Maintenance.  The Company and its Subsidiaries will maintain, preserve\nand keep their material plants, properties and equipment necessary to the proper\nconduct of their businesses in reasonably good repair, working order and\ncondition (normal wear and tear excepted) and will from time to time make all\nreasonably necessary repairs, renewals, replacements, additions and betterments\nthereto so that at all times such plants, properties and equipment are\nreasonably preserved and maintained; provided, however, that nothing in this\nSection 6.2 shall prevent the Company or any of its Subsidiaries from\ndiscontinuing the operation or maintenance of any such plants, properties or\nequipment if such discontinuance is, in the judgment of the Company or any such\nSubsidiary, as applicable, desirable in the conduct of its business and not\nmaterially disadvantageous to the holders of the Notes.\n\n     6.3  Taxes.  The Company and its Subsidiaries will duly pay and discharge\nall Taxes upon or against them or their properties before payment is delinquent\nand before penalties accrue thereon, unless and to the extent that the same is\nbeing contested in good faith and by appropriate proceedings and reserves have\nbeen established in conformity with GAAP.\n\n     6.4  ERISA.  Each of the Company and its Subsidiaries will promptly pay and\ndischarge all obligations and liabilities arising under ERISA or otherwise with\nrespect to each Plan of a character which if unpaid or unperformed might result\nin the imposition of a material Lien against any properties or assets of the\nCompany and its Subsidiaries and will promptly notify the Agent of (i) the\noccurrence of any reportable event (as defined in ERISA) relating to a Plan\n(other than a multi-employer plan, as defined in ERISA, so long as the event\nthereunder cannot reasonably be foreseen to have a Material Adverse Effect on\nany of the Company or its Subsidiaries), other than any such event with respect\nto which the PBGC has waived notice by regulation; (ii) receipt of any notice\nfrom PBGC of its intention to seek termination of any Plan or appointment of a\ntrustee therefor; (iii) the Company's or any of its Subsidiaries' intention to\nterminate or withdraw from any Plan; and (iv) the occurrence of any event that\ncould result in the incurrence of any material liability, fine or penalty, or\nany material increase in the contingent liability of the Company or any\nSubsidiary, in connection with any post-retirement benefit under a welfare plan\nbenefit (as defined in ERISA).\n\n     6.5  Burdensome Restrictions, Etc.  Promptly upon the existence or\noccurrence thereof, the Company shall give to the Agent written notice of the\nexistence or occurrence of (i) any contractual obligation or the adoption of any\nnew requirement of law which could reasonably be expected to have a Material\nAdverse Effect, and (ii) the existence or occurrence of any strike, slow down or\nwork stoppage which could reasonably be expected to have a Material Adverse\nEffect.\n\n                                       15\n\n \n     6.6  Insurance.  The Company and its Subsidiaries will maintain or cause to\nbe maintained with nationally recognized insurance companies, insurance against\nany loss or damage to all material insurable property and assets owned by them,\nsuch insurance to be of a character and in or in excess of such amounts as are\ncustomarily maintained by well-insured companies similarly situated and\noperating like property or assets.  The Company and each of its Subsidiaries\nwill also insure employers' and public and product liability risks with\nresponsible insurance companies.\n\n     6.7  Financial Reports and Other Information.\n\n          (a) The Company and its Subsidiaries will maintain a system of\naccounting in such manner as will enable preparation of financial statements in\naccordance with GAAP and will furnish to you and your authorized representatives\nsuch information about the business and financial condition of the Company and\nits Subsidiaries as you may reasonably request; and, without any request, will\nfurnish to you:\n\n               (i) within sixty (60) days after the end of the last calendar\n     quarter of 1997, the consolidated and consolidating balance sheet of the\n     Company and its Subsidiaries as at the end of such calendar quarter and the\n     related consolidated and consolidating statements of income and retained\n     earnings and of cash flows for such calendar, all of which shall be in\n     reasonable detail or in the form filed with the SEC and certified by the\n     Chief Financial Officer of the Company that they fairly present the\n     financial condition of the Company and its Subsidiaries as of the dates\n     indicated and the  results of their operations and changes in their cash\n     flows for the periods indicated and that they have been prepared in\n     accordance with GAAP, in each case, subject to normal year-end adjustments\n     and the omission of any footnotes as permitted by the SEC (delivery to the\n     Agent of a copy of the Company's Form 10-Q filed with the SEC (without\n     exhibits) in any event will satisfy the requirements of this subsection\n     with respect to the required consolidated financial statements only subject\n     to Section 6.7(b)); and\n\n               (ii) within ten (10) days after the sending or filing thereof,\n     copies of all financial statements, reports, notices and proxy statements\n     that the Company sends to its stockholders generally or files with the SEC\n     that are publicly available.\n\n          (b) Each financial statement furnished to you pursuant to subsection\n(i) of Section 6.7(a) shall be accompanied by (i) a written certificate signed\nby the Company's Chief Financial Officer to the effect that (x) no Default or\nEvent of Default has occurred during the period covered by such statements or,\nif any such Default or Event of Default has occurred during such period, setting\nforth a description of such Default or Event of Default and specifying the\naction, if any, taken by the Company to remedy the same, and (y) the\nrepresentations and warranties contained herein are true and correct in all\nmaterial respects as though made on the \n\n                                       16\n\n \ndate of such certificate, except to the extent that any such representation or\nwarranty relates solely to an earlier date, in which case it was true and\ncorrect as of such earlier date and except as otherwise described therein.\n\n          (c) Promptly after obtaining knowledge of any of the following, the\nCompany will provide you with written notice in reasonable detail of:  (i) any\npending or threatened Environmental Claim against the Company or any of its\nSubsidiaries or any property owned or operated by the Company or any of its\nSubsidiaries that if adversely determined could reasonably be expected to have a\nMaterial Adverse Effect; (ii) any condition or occurrence on any property owned\nor operated by the Company or any of its Subsidiaries that results in material\nnoncompliance by the Company or any of its Subsidiaries with any Environmental\nLaw; and (iii) the taking of any material removal or remedial action in response\nto the actual or alleged presence of any Hazardous Material on any property\nowned or operated by the Company or any of its Subsidiaries.\n\n          (d) The Company will promptly and in any event, within five (5) days\nafter an officer of the Company has knowledge thereof, give written notice to\nyou of:  (i) any pending or threatened litigation or proceeding against the\nCompany or any of its Subsidiaries asserting any claim or claims against any of\nsame in excess of $100,000 in the aggregate or that could reasonably be expected\nto have a Material Adverse Effect; (ii) the occurrence of any Default or Event\nof Default; and (iii) any circumstance that could reasonably be expected to have\na Material Adverse Effect.\n\n     6.8  Inspection Rights.  Upon reasonable notice from you, the Company will\npermit you (and such Persons as you may designate), at the Company's expense and\nduring normal business hours following reasonable notice to visit and inspect\nany of the properties of the Company or any of its Subsidiaries, to examine all\nof their books and records, to make copies and extracts therefrom, and to\ndiscuss their respective affairs, finances and accounts with their respective\nofficers, employees and independent public accountants (and by this provision,\nthe Company authorizes such accountants to discuss with you, and such Persons as\nyou may designate, the affairs, finances and accounts of the Company and its\nSubsidiaries, all at such reasonable times and as often as may be reasonably\nrequested.\n\n     6.9  Conduct of Business.  The Company and its Subsidiaries will not engage\nin any line of business other than the design and manufacture of rapid response\noil and chemical spill containment and reclamation equipment and products and\nservices related to such business, including insurance products.\n\n     6.10 New Subsidiaries.  The Company shall also cause any other direct or\nindirect domestic Subsidiary which is formed or acquired after the Closing Date\nto become (i) a Guarantor with respect to, and jointly and severally liable with\nall other Guarantors for, all of the obligations of the Company under this\nAgreement and the Notes pursuant to a Guaranty \n\n                                       17\n\n \nsubstantially in the form of Exhibit 3.4 hereto, and (ii) to execute and deliver\nSecurity Documents substantially in the form of Exhibits 3.5 and 3.6 hereto, as\napplicable, in each within five (5) days following such formation or\nacquisition.\n\n     6.11 Restrictions on Redemption; Dividends.\n\n          (a) The Company may not redeem, purchase or otherwise acquire any\nshares of its capital stock.\n\n          (b) Neither the Company nor any of its Subsidiaries shall, directly or\nindirectly, create or otherwise permit to exist or become effective any\nrestriction on the ability of any Subsidiary of the Company to (i) pay dividends\nor make any other distributions on its capital stock or any other interest or\nparticipation in its profits owed by the Company or to pay any Indebtedness owed\nto the Company, or (ii) make loans or advances to the Company, except in either\ncase for restrictions existing under or by reason of applicable law, this\nAgreement and the other Documents.\n\n          (c) The Company may not declare or pay any dividends on its capital\nstock or make any distribution or payment to shareholders, or set aside funds\nfor any such purpose.\n\n     6.12 Restrictions on Fundamental Changes.  Neither the Company nor any of\nits Subsidiaries shall be a party to any merger into or consolidation with, make\nan acquisition or otherwise purchase or acquire all or substantially all of the\nassets or stock of, any other Person, or sell all or substantially all of its\nassets or stock, except (i) the Company or any of its Subsidiaries may form new\nSubsidiaries subject to the requirements of Section 6.10, and (ii) the Company\nmay issue additional capital stock so long as there is no scheduled mandatory\nredemption or scheduled liquidating distribution of any such stock before May 2,\n1998.  The Company shall not sell or dispose of any capital stock of or its\nownership interest in any of its Subsidiaries.\n\n     6.13 Environmental Laws.  The Company and its Subsidiaries shall comply\nwith all Environmental Laws (including, without limitation, obtaining and\nmaintaining all necessary permits, licenses and other necessary authorizations)\napplicable to or affecting the properties or business operations of the Company\nor any of its Subsidiaries.\n\n     6.14 Liens.  The Company and its Subsidiaries shall not create, incur,\nassume or suffer to exist any Lien of any kind on any of their properties or\nassets of any kind except the following (collectively, the \"Permitted Liens\"):\n\n          (a) Liens arising in the ordinary course of business by operation of\nlaw in connection with workers' compensation, unemployment insurance, old age\nbenefits, social \n\n                                       18\n\n \nsecurity obligations, taxes, assessments, statutory obligations or other similar\ncharges, good faith deposits, pledges or other Liens in connection with (or to\nobtain letters of credit in connection with) bids, performance bonds, contracts\nor leases to which the Company or its Subsidiaries are a party or other deposits\nrequired to be made in the ordinary course of business; provided that in each\ncase the obligation secured is not for Indebtedness and is not overdue or, if\noverdue, is being contested in good faith by appropriate proceedings and\nreserves in conformity with GAAP have been provided therefor;\n\n          (b) mechanics', workmen, materialmen, landlords', carriers' or other\nsimilar Liens arising in the ordinary course of business (or deposits to obtain\nthe release of such Liens) related to obligations not due or, if due, that are\nbeing contested in good faith by appropriate proceedings and reserves in\nconformity with GAAP have been provided therefor;\n\n          (c) inchoate Liens under ERISA and Liens for Taxes not yet due or\nwhich are being contested in good faith by appropriate proceedings and reserves\nin conformity with GAAP have been provided therefor;\n\n          (d) Liens arising out of judgments or awards against the Company or\nany of its Subsidiaries, or in connection with surety or appeal bonds or the\nlike in connection with bonding such judgments or awards, the time for appeal\nfrom which or petition for rehearing of which shall not have expired or for\nwhich the Company or such Subsidiary shall be prosecuting on appeal or\nproceeding for review and for which it shall have obtained a stay of execution\nor the like pending such appeal or proceeding for review; provided that the\naggregate amount of uninsured or underinsured liabilities (including interest,\ncosts, fees and penalties, if any) of the Company and its Subsidiaries secured\nby such Liens shall not exceed $100,000 at any one time outstanding and provided\nfurther there is adequate assurance, in the reasonable opinion of the\nPurchasers, that the insurance proceeds, if any, attributable thereto shall be\npaid promptly upon the expiry of such time period or resolution of such\nproceeding if necessary to remove such Liens;\n\n          (e) rights of a common owner of any interest in property held by a\nPerson and such common owner as tenants in common or through other common\nownership;\n\n          (f) encumbrances (other than to secure the payment of Indebtedness),\neasements, restrictions, servitudes, permits, conditions, covenants, exceptions\nor reservations in any property or rights-of-way of a Person for the purpose of\nroads, pipelines, transmission lines, transportation lines, distribution lines,\nremoval of gas, oil, coal, metals, steam, minerals, timber or other natural\nresources, and other like purposes, or for the joint or common use of real\nproperty, rights-of-way, facilities or equipment, or defects, irregularity and\ndeficiencies in title of any property or rights-of-way;\n\n                                       19\n\n \n          (g) financing statements filed by lessors of property (but only with\nrespect to the property so leased) and Liens under any conditional sale or title\nretention agreements entered into in the ordinary course of business;\n\n          (h) rights of lessees of equipment owned by the Company or any of its\nSubsidiaries;\n\n          (i) liens under the Security Documents;\n\n          (j) any extension, renewal or replacement (or successive extensions,\nrenewals or replacements) in whole or in part of any Lien referred to in the\nforegoing subsections (a) through (h), provided that any Indebtedness secured\nthereby does not exceed the principal amount secured at the time of such\nextension, renewal or replacement, and that such extension, renewal or\nreplacement is limited to the property already subject to the Lien so extended,\nrenewed or replaced; and\n\n          (k) Liens granted to Boots & Coots, L.P., a Colorado limited\npartnership, on the assets acquired by IWC Services, Inc. from Boots & Coots,\nL.P. to secure the payment by IWC Services, Inc. of that certain promissory note\nin the original principal amount of $2,066,597 dated July 31, 1997, (the \"IWC\nNote\").\n\n     6.15 Indebtedness.  The Company and its Subsidiaries shall not contract,\nassume or suffer to exist any Indebtedness (including, without limitation, any\nContingent Obligations), except:\n\n          (a)  Indebtedness under the Notes;\n\n          (b) unsecured intercompany loans and advances from the Company to any\nof its Subsidiaries and unsecured intercompany loans and advances from any of\nsuch Subsidiaries to the Company or any other Subsidiaries of the Company, in\neach case which are subordinated to the obligations of the Company and the\nGuarantors to you in form and substance satisfactory to you; and\n\n          (c) existing Indebtedness listed on Schedule 2.22 hereto.\n\n     6.16 Loans, Advances and Investments.  The Company and its Subsidiaries\nshall not purchase or acquire any stock, indebtedness, obligations or securities\nof, or any other interest in, or make any capital contribution to, any Person\n(any of the foregoing, an \"Investment\") or lend money or make advances to any\nPerson except:\n\n          (a) Investments outstanding as of the Closing Date and listed on\nSchedule 6.16 \n\n                                       20\n\n \nhereto;\n\n          (b)  loans to employees of the Company or any of its Subsidiaries for\n(i) short-term loans in an aggregate amount of no greater than $100,000 at any\none time outstanding and in an amount no greater than $20,000 for any Person,\nand (ii) moving and travel expenses and other similar expenses, in each case\nincurred in the ordinary course of business;\n\n          (c) receivables owing to the Company or its Subsidiaries created or\nacquired in the ordinary course of business and payable on customary trade terms\nof the Company or such Subsidiary and in compliance with the arms-length\nrequirements of Section 6.18; and\n\n          (d) Investments in Cash Equivalents.\n\n     6.17 Transfer of Assets.  The Company and its Subsidiaries shall not permit\nany Transfer of any asset of the Company or any of its Subsidiaries except:\n\n          (a) Transfers of inventory, equipment and other assets in the ordinary\ncourse of business;\n\n          (b) the retirement or replacement of assets (with assets of equal or\ngreater value) in the ordinary course of business or the Transfer of assets that\nare obsolete, worn out or no longer useful in the business of the Company and\nits Subsidiaries; and\n\n          (c) Transfers of any assets among the Borrower and any of its\nSubsidiaries, provided that the Borrower and any domestic Subsidiary may not\ntransfer any assets to a foreign Subsidiary except for assets to be used in the\nordinary course of its business and as advisable to perform a contract or\nservices in a particular geographical area.\n\n     6.18 Transactions with Affiliates.  Except as otherwise specifically\npermitted herein, the Company and its Subsidiaries shall not enter into or be a\nparty to any material transaction or arrangement or series of related\ntransactions or arrangements which in the aggregate would be material with any\nAffiliate of such Person, including without limitation, the purchase from, sale\nto or exchange of property with or the rendering of any service by or for, any\nAffiliate, except pursuant to the reasonable requirements of such entity's\nbusiness and upon fair and reasonable terms no less favorable to such entity\nthan would be able to be obtained in a comparable arm's-length transaction with\na Person other than an Affiliate.\n\n     6.19 Compliance with Laws.  The Company and its Subsidiaries shall conduct\ntheir businesses and otherwise be in compliance in all material respects with\nall applicable laws, regulations, ordinances and orders of all governmental,\njudicial and arbitral authorities applicable to them and shall obtain and\nmaintain all necessary permits, licenses and other authorizations \n\n                                       21\n\n \nnecessary to conduct their businesses and own and operate their properties\nexcept where the failure to comply or have such permits, licenses or other\nauthorizations could not reasonably be expected to have a Material Adverse\nEffect.\n\n     6.20 Negative Pledges.  Neither the Company nor any of its Subsidiaries\nshall enter into any agreement creating or assuming any Lien upon its\nproperties, revenues or assets, whether now owned or hereafter acquired other\nthan as permitted hereunder.  Neither the Company nor any of its Subsidiaries\nshall enter into any agreement other than this Agreement and the Documents\nprohibiting the creation or assumption of any Lien upon its properties, revenues\nor assets, whether now owned or hereafter acquired, or prohibiting or\nrestricting the ability of the Company or any of its Subsidiaries to amend or\notherwise modify this Agreement or any Document.\n\n     6.21 Additional Financial Advisory Services.  The Company shall pay to you,\nin addition to the fee described in Section 3.11, such additional fees as are\ncustomary in connection with any future advisory services which are provided by\nyou to the Company.\n\n     6.22 IWC Note.  The Company shall, by January 31, 1998, either pay in full\nthe IWC Note and obtain a release of the Liens securing payment of the IWC Note\nor place and maintain in escrow in a segregated escrow account sufficient funds\nto pay the IWC Note in full.\n\n     6.23 Capital Expenditures.  Neither the Company nor any of its Subsidiaries\nshall not make any Capital Expenditures outside the ordinary course of business\nat levels consistent under historical Capital Expenditures.\n\nSECTION 7.  EVENTS OF DEFAULT AND REMEDIES.\n\n     7.1  Events of Default.  Any one or more of the following shall constitute\nan Event of Default under this Agreement:\n\n          (a) default by the Company in the payment of the principal amount of\nany Note, any interest thereon or any fees payable hereunder on the date such\npayment is due;\n\n          (b) default by the Company in the observance or performance of any\ncovenant set forth in Sections 6.7(d), 6.11, 6.12, 6.17 or 6.22;\n\n          (c) default or event of default by the Company in the observance or\nperformance of any provision hereof or of any other Document not mentioned in\n(a) or (b) above which is not remedied within thirty (30) days after the earlier\nof (i) such default or event of default first becoming known to any officer of\nthe Company, or (ii) notice to the Company by you of the occurrence of such\ndefault or event of default;\n\n                                       22\n\n \n          (d) any representation or warranty or other written statement made or\ndeemed made herein, in any other Document or in any financial or other report or\ndocument furnished in compliance herewith or therewith by the Company or any of\nits Subsidiaries proves untrue in any material respect as of the date of the\nissuance or making, or deemed issuance or making thereof;\n\n          (e) default occurs in the payment when due (after any applicable grace\nperiod) of any Indebtedness of the Company or any of its Subsidiaries, or the\noccurrence of any other default, which with the passage of time or notice, would\npermit the holder or beneficiary of such Indebtedness, or a trustee therefor, to\ncause the acceleration of the maturity of any such Indebtedness or any mandatory\nunscheduled prepayment, purchase, or other early funding thereof;\n\n          (f) the Company or any of its Subsidiaries (i) has entered\ninvoluntarily against it an order for relief under the United States Bankruptcy\nCode or a comparable action is taken under any bankruptcy or insolvency law of\nanother country or political subdivision of such country, (ii) generally does\nnot pay, or admits its inability generally to pay, its debts as they become due,\n(iii) makes a general assignment for the benefit of creditors, (iv) applies for,\nseeks, consents to, or acquiesces in, the appointment of a receiver, custodian,\ntrustee, examiner, liquidator or similar official for it or any substantial part\nof its property, (v) institutes any proceeding seeking to have entered against\nit an order for relief under the United States Bankruptcy Code or any comparable\nlaw, to adjudicate it insolvent, or seeking dissolution, winding up,\nliquidation, reorganization, arrangement, adjustment or composition of it or its\ndebts under any law relating to bankruptcy, insolvency or reorganization or\nrelief of debtors or fails to file an answer or other pleading denying the\nmaterial allegations of any such proceeding filed against it, (vi) makes any\nboard of directors resolution in direct furtherance of any matter described in\nclauses (i)-(v) above, or (vii) fails to contest in good faith any appointment\nor proceeding described in this Section 7.1(f);\n\n          (g) a custodian, receiver, trustee, examiner, liquidator or similar\nofficial is appointed for the Company or any of its Subsidiaries or any\nsubstantial part of its property, or a proceeding described in Section 7.1(f)(v)\nis instituted against the Company or any of its Subsidiaries, and such\nappointment continues undischarged or such proceeding continues undismissed or\nunstayed for a period of sixty (60) days;\n\n          (h) the Company or any of its Subsidiaries fails within thirty (30)\ndays (or such earlier date as any steps to execute on such judgment or order\ntake place) to pay, bond or otherwise discharge, or to obtain an indemnity\nagainst on terms and conditions satisfactory to the Purchasers in their sole\ndiscretion, any judgment or order for the payment of money in excess of $100,000\nwhich is uninsured or underinsured by at least such amount (provided that there\nis adequate assurance, in the sole discretion of the Purchasers, that the\ninsurance proceeds \n\n                                       23\n\n \nattributable thereto shall be paid promptly upon the expiration of such time\nperiod or resolution of such proceeding), which is not stayed on appeal or\notherwise being appropriately contested in good faith in a manner that stays\nexecution;\n\n          (i) the Company or any of its Subsidiaries fails to pay when due an\namount aggregating in excess of $100,000 that it is liable to pay to the PBGC or\nto a Plan under Title IV of ERISA; or a notice of intent to terminate a Plan\nhaving Unfunded Vested Liabilities of any of the Company or any of its\nSubsidiaries in excess of $100,000 (a \"Material Plan\") is filed under Title IV\nof ERISA in a distress termination pursuant to Section 4041(c) of ERISA; or the\nPBGC institutes proceedings under Title IV of ERISA to terminate or to cause a\ntrustee to be appointed to administer any Material Plan; or a proceeding is\ninstituted by a fiduciary of any Material Plan against the Company or any of its\nSubsidiaries to collect any liability under Section 515 or 4219(c)(5) of ERISA\nand such proceeding is not dismissed within thirty (30) days thereafter; or a\ncondition exists by reason of which the PBGC would be entitled to obtain a\ndecree adjudicating that any Material Plan must be terminated;\n\n          (j) the Company, any Guarantor, any Person acting on behalf of the\nCompany or any Guarantor or any governmental, judicial or arbitral authority\nchallenges the validity of any Note or any other Document or the Company's or\nany Guarantor's obligations thereunder, or any Note or other Document ceases to\nbe in full force and effect in all material respects or ceases to give to the\nholder of any Note the rights and powers purported to be granted in their favor\nthereby in all material respects;\n\n          (k) any Control Event or Change of Control shall occur; or\n\n          (l) the Company or any of its Subsidiaries shall fail to cooperate\nfully with the Noteholders to ensure the Documents comply with the business\nintent of the parties.\n\n     7.2  Default Remedies.\n\n          (a) Additional Warrant.  Upon any Event of Default occurring, the\nCompany agrees to immediately issue to each of Main Street and Geneva you an\nadditional Warrant in substantially the form of Exhibit 3.7 hereto to purchase\n300,000 shares and 200,000 shares respectively of common stock of the Company at\nan exercise price of $2.00 per share.  The Company shall at all times have\nauthorized and reserved, and keep available free from preemptive rights, a\nsufficient number of shares of common stock to provide for the exercise of such\nadditional Warrant.\n\n          (b) Acceleration on Event of Default.\n\n               (i) If an Event of Default specified in clause (f) or (g) or\n     clause (i) of \n\n                                       24\n\n \n     Section 7.1 hereof shall exist, all of the Notes at the time outstanding\n     shall automatically become immediately due and payable together with\n     interest accrued thereon, in each case without presentment, demand, protest\n     or notice of any kind, all of which are hereby expressly waived.\n\n               (ii) If an Event of Default other than those specified in clause\n     (f) or clause (g) of Section 7.1 hereof shall exist, the Majority\n     Noteholders (exclusive of Notes then owned by any one or more of the\n     Company or any Affiliate) may exercise any right, power or remedy permitted\n     to such holder or holders by law and in accordance with the Intercreditor\n     Agreement and shall have, in particular, without limiting the generality of\n     the foregoing, the right to declare the entire principal of, and all\n     interest accrued on, all the Notes then outstanding to be, and such Notes\n     shall thereupon become, forthwith due and payable, without any presentment,\n     demand, protest or other notice of any kind, all of which are hereby\n     expressly waived, and the Company shall forthwith pay to the holder or\n     holders of all the Notes then outstanding the entire principal of, and\n     interest accrued on, the Notes.\n\n          (c) Acceleration on Payment Default.  During the existing of an Event\nof Default described in Section 7.1(a) hereof, and irrespective of whether the\nNotes then outstanding shall have been declared to be due and payable pursuant\nto Section 7.2(b)(ii) hereof, any holder of Notes that shall have not consented\nto any waiver with respect to such Event of Default may, at such holder's\noption, by notice in writing to the Company, declare the Notes then held by such\nholder to be, and such Notes shall thereupon become, forthwith due and payable\ntogether with all interest accrued thereon, without any presentment, demand,\nprotest or other notice of any kind, all of which are hereby expressly waived,\nand the Company shall forthwith pay to such holder the entire principal of and\ninterest accrued on such Notes.\n\n          (d) Nonwaiver and Expenses.  No course of dealing on the part of any\nholder of Notes nor any delay or failure on the part of any holder of Notes to\nexercise any right shall operate as a waiver of such right or otherwise\nprejudice such holder's rights, power and remedies.  If the Company shall fail\nto pay when due any principal of, or interest on, any Note, or shall fail to\ncomply with any other provision hereof, the Company shall pay to each holder of\nNotes, to the extent permitted by law, such further amounts as shall be\nsufficient to cover the costs and expenses (including, but not limited to,\nreasonable attorneys' fees) incurred by such holder in collecting any sums due\non such Notes or in otherwise assessing, analyzing or enforcing any rights or\nremedies that are or may be available to it.\n\n8.   INTERPRETATION OF THIS AGREEMENT\n\n     8.1  Terms Defined,  As used herein, the following terms have the\nrespective meanings set forth below or set forth in the Section hereof following\nsuch term:\n\n                                       25\n\n \n          \"Affiliate\" means, for any Person, (i) any other Person that directly\nor indirectly through one or more intermediaries controls, or is under common\ncontrol with, or is controlled by, such Person, and (ii) any other Person owning\nbeneficially or controlling five percent (5%) or more of the equity interests in\nsuch Person.  As used in this definition, \"control\" means the power, directly or\nindirectly, to direct or cause the direction of management or policies of a\nPerson (through ownership of voting securities or other equity interests, by\ncontract or otherwise).\n\n          \"Agreement\" means this Agreement, as amended, restated or supplemented\nfrom time to time.\n\n          \"Business Day\" means any day other than a Saturday, Sunday or other\nday on which banks in Houston, Texas are authorized or required by law to be\nclosed.\n\n          \"Capital Expenditures\" means, for any period, the sum, without\nduplication, of (i) all expenditures of the Company and its Subsidiaries for\nfixed or capital assets made during such period which, in accordance with GAAP,\nwould be classified as capital expenditures, and (ii) all Capitalized Lease\nObligations incurred during such period.\n\n          \"Capitalized Lease Obligations\" means, for any period, the amount of\nthe Company's and its Subsidiaries' liabilities under all leases (or similar\narrangements) of real or personal property (or any interest therein) which in\naccordance with GAAP would be classified as capitalized leases on the balance\nsheet of the Company and its Subsidiaries.\n\n          \"Cash Equivalents\" means (i) securities issued or directly and fully\nguaranteed or insured by the United States of America or any agency or\ninstrumentality thereof having maturities of not more than twelve (12) months\nfrom the date of acquisition; (ii) U.S. Dollar denominated time deposits and\ncertificates of deposit maturing within one (1) year from the date of\nacquisition thereof with any financial institution whose short-term senior\nunsecured debt rating is at least A-1 from S&P or P-1 from Moody's; (iii) LIBOR\ndenominated time deposits and certificates of deposit maturing within six (6)\nmonths from the date of acquisition thereof with any financial institution whose\nshort-term senior unsecured debt rating is at least A-1 from S&P or P-1 from\nMoody's; (iv) commercial paper or Eurocommercial paper with a rating of at least\nA-1 from S&P or P-1 from Moody's, with maturities of not more than twelve (12)\nmonths from the date of acquisition; (v) repurchase obligations entered into\nwith any financial institution whose short-term senior unsecured debt rating is\nat least A-1 from S&P or P-1 from Moody's, which are secured by a fully\nperfected security interest in any obligation of the type described in (i) above\nand has a market value of the time such repurchase is entered into of not less\nthan 100% of the repurchase obligation of such Purchaser or such other Person\nthereunder; (vi) marketable direct obligations issued by any state of the United\nStates of America or any political subdivision of any such state or any public\ninstrumentality thereof maturing within twelve (12) months from the date of\nacquisition thereof or providing for the resetting of the interest rate\napplicable thereto \n\n                                       26\n\n \nnot less often than annually and, at the time of acquisition, having one of the\ntwo highest ratings obtainable from either S&P or Moody's; and (vii) money\nmarket funds which have at least $1,000,000,000 in assets and which invest\nprimarily in securities of the types described in clauses (i) through (vi)\nabove.\n\n          \"Change in Control\" means, at any time, a merger, consolidation, sale\nof all or substantially all assets, tender offer or exchange offer in respect of\nthe Voting Stock of the Company, contested election of the Board of Directors,\nor any other similar event or condition (herein referred to as a \"Corporate\nChange\"):\n\n\n               (a) that results in the acquisition, holding or control (whether\n     directly or indirectly) by\n\n                    (i)  any \"person\" (as such term is used in section 13(d) and\n                         section 14(d)(2) of the Exchange Act as in effect on\n                         the Closing Date), or\n\n                    (ii) related Persons constituting a \"group\" (as such term is\n                         used in Rule 13d-5 under the Exchange Act as in effect\n                         on the Closing Date),\n\n     of beneficial ownership of at least fifty percent (50%) (by number of\n     votes) of the Voting Stock of the Company outstanding at such time\n     (excluding for such purpose Persons who own shares through any employee\n     benefit plan of the Company or any trust established in connection\n     therewith) or of beneficial ownership of at least fifty percent (50%) of\n     the assets of the Company at such time; or\n\n          (b) in connection with which more than fifty percent (50%) of the\n     Persons who were members of the Board of Directors immediately prior to\n     such Corporate Change shall cease to be members of the Board of Directors\n     (or members of the board of directors of the Surviving Corporation) as a\n     result of such Corporate Change.\n\n          \"Contingent Obligation\" means, as applied to any Person, any direct or\nindirect liability of that Person with respect to any Indebtedness, lease,\ndividend, letter of credit or other obligation (the \"primary obligations\") of\nanother Person (the \"primary obligor\"), in any manner, whether direct or\nindirect, including, without limitation, any obligations of such Person, whether\nor not contingent, (a) to purchase, repurchase or otherwise acquire such primary\nobligations or any property constituting direct or indirect security therefor,\nor (b) to advance or provide funds (i) for the purchase, payment or discharge of\nany such primary obligation, or (ii) to maintain working capital or equity\ncapital of the primary obligor or otherwise to maintain the net worth \n\n                                       27\n\n \nor solvency or any balance sheet item, level of income or financial condition of\nthe primary obligor or (c) to lease property or to purchase property, securities\nor services primarily for the purpose of assuring the owner of any such primary\nobligation of the ability of the primary obligor to make payment of such primary\nobligation or (d) otherwise to assure or hold harmless the owner of any such\nprimary obligation against loss in respect thereof.\n\n          \"Control Event\" means:\n\n          (a) the execution by the Company or any Affiliate of any letter of\n     intent or similar agreement with respect to any proposed transaction or\n     event or series of transactions or events that, individually or in the\n     aggregate, could reasonably be expected to result in a Change in Control;\n\n          (b) the execution of any written agreement that, when fully performed\n     by the parties thereto, would result in a Change in Control; or\n\n          (c) the making of any written offer by any \"person\" (as such term is\n     used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect\n     on the Closing Date) or related persons constituting a \"group\" (as such\n     term is used in Rule 13d-5 under the Exchange Act as in effect on the\n     Closing Date) to the holders of the Voting Stock of the Company which\n     offer, if accepted by the requisite number of such holders, would result in\n     a Change in Control.\n\n          \"Default\" means any event or condition the occurrence of which would,\nwith the passage of time or the giving of notice, or both, constitute an Event\nof Default.\n\n          \"Dollar\" and \"U.S. Dollar\" and the sign \"$\" means lawful money of the\nUnited States of America.\n\n          \"Documents\" means this Agreement, the Note Purchase Agreement of the\nOther Purchaser, the Notes, the Guaranties, the Security Documents, the\nWarrants, the Registration Rights Agreements and any other documents or\ninstruments executed by the Company or any of the Guarantors in connection with\nthis Agreement.\n\n          \"Environmental Claims\" means any and all administrative, regulatory or\njudicial actions, suits, demands, demand letters, claims, liens, notices of non-\ncompliance or violations, investigations or proceedings relating to any\nEnvironmental Law (\"Claims\") or any permit issued under any Environmental Law,\nincluding, without limitation, (i) any and all Claims by governmental or\nregulatory authorities for enforcement, cleanup, removal, response, remedial or\nother actions or damages pursuant to any applicable Environmental Law, and (ii)\nany and all Claims by any third party seeking damages, contribution,\nindemnification, cost recovery, \n\n                                       28\n\n \ncompensation or injunctive relief resulting from Hazardous Materials or arising\nfrom alleged injury or threat of injury to health or safety in relation to the\nenvironment.\n\n          \"Environmental Law\" means any federal, state or local statute, law,\nrule, regulation, ordinance, code, written policy or rule of common law now or\nhereafter in effect, including any judicial or administrative order, consent,\ndecree or judgment relating to (i) the environment, (ii) health or safety in\nrelation to the environment or (iii) Hazardous Materials.\n\n          \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n          \"Event of Default\" means any of the events or circumstances specified\nin Section 7.1.\n\n          \"GAAP\" means generally accepted accounting principles from time to\ntime in effect as set forth in the opinions and pronouncements of the Accounting\nPrinciples Board of the American Institute of Certified Public Accountants and\nthe statements and pronouncements of the Financial Accounting Standards Board or\nin such other statements, opinions and pronouncements by such other entity as\nmay be approved by a significant segment of the U.S. accounting profession.\n\n          \"Guaranties\" means each Guaranty of the Guarantors in substantially\nthe form of Exhibit 3.4 hereto.\n\n          \"Guarantor\" means each of IWC Services, Inc., a Texas corporation,\nHell Fighters, Inc., a Texas corporation, IWC Engineering, Inc., a Texas\ncorporation, Abasco, Inc., a Texas corporation, and ITS Supply Corporation, a\nDelaware corporation.\n\n          \"Hazardous Material\" shall have the meaning assigned to that term in\nthe Comprehensive Environmental Response Compensation and Liability Act of 1980,\nas amended by the Superfund Amendments and Reauthorization Acts of 1986, and\nshall include any substance defined as \"hazardous\" or \"toxic\" or words used in\nplace thereof under any Environmental Law applicable to the Company or any of\nits Subsidiaries.\n\n          \"Highest Lawful Rate\" means the maximum nonusurious interest rate, if\nany, that any time or from time to time may be contracted for, taken, reserved,\ncharged or received on the Notes, or under laws applicable to the holders of the\nNotes, as applicable, which are presently in effect or, to the extent allowed by\napplicable law, under such laws which may hereafter be in effect and which allow\na higher maximum nonusurious interest rate than applicable laws now allow.\nDetermination of the rate of interest for the purpose of determining \n\n                                       29\n\n \nwhether the Notes are usurious under all applicable laws shall be made by\namortizing, prorating, allocating, and spreading, in equal parts during the\nperiod of the full stated term of the Notes, all interest at any time contracted\nfor, taken, reserved, charged or received from the Company or any other Person\nin connection with the Notes.\n\n          \"Indebtedness\" means, for any Person, the following obligations of\nsuch person, without duplication:  (i) obligations of such Person for borrowed\nmoney; (ii) obligations of such person representing the deferred purchase price\nof property or services other than accounts payable arising in the ordinary\ncourse of business and other than amounts which are being contested in good\nfaith and for which reserves in conformity with GAAP have been provided; (iii)\nobligations of such Person evidenced by bonds, notes, bankers acceptances,\ndebentures or other similar instruments of such Person or reimbursement\nobligations or other obligations with respect to letters of credit issued for\nsuch Person's account or letters of credit issued pursuant to such Person's\napplication therefor; (iv) obligations of other Persons, whether or not assumed,\nsecured by Liens upon property or payable out of the proceeds or production from\nproperty now or hereafter owned or acquired by such Person, but only to the\nextent of such property's fair market value; (v) Capitalized Lease Obligations\nof such Person; (vi) obligations under hedge, swap, exchange, forward, future,\ncollar or cap arrangements, fixed price agreements and all other agreements or\narrangements designed to protect against fluctuations in interest rates,\ncommodity prices or currency exchange rates; and (vii) obligations of such\nPerson pursuant to any Contingent Obligation of any of the foregoing of another\nPerson.  For purposes of this Agreement, the Indebtedness of any Person shall\ninclude the Indebtedness of any partnership or joint venture to the extent such\nIndebtedness has recourse to such Person.\n\n          \"Institutional Investor\" means the Purchasers, any affiliate of any of\nthe Purchasers and any holder or beneficial owner of Notes that is an\n\"accredited investor\" as defined in Section 2(15) of the Securities Act.\n\n          \"Intercreditor Agreement\" means that certain Intercreditor Agreement\ndated as of January 2, 1998, by and among the Purchasers, as amended,\nsupplemented or otherwise modified from time to time.\n\n          \"IWC Note\" means the promissory note of IWC Services, Inc. described\nin Section 6.14(k).\n\n          \"Lien\" means any interest in any property or asset in favor of a\nPerson other than the owner of the property or asset and securing an obligation\nowed to such Person, whether such interest is based on the common law, statute\nor contract, including, but not limited to, the security interest lien arising\nfrom a mortgage, encumbrance, pledge, conditional sale, security agreement or\ntrust receipt, or a lease, consignment or bailment for security purposes.\n\n                                       30\n\n \n          \"Majority Noteholders\" means, at any time, Noteholders then holding in\nthe aggregate at least forty (40%) of the outstanding obligations due and owing\nunder the Notes.\n\n          \"Material Adverse Effect\" means an effect that results in a material\nadverse change (i) since September 30, 1997, in the business, properties,\nassets, financial condition or prospects of the Company and its Subsidiaries\ntaken as a whole, (ii) the ability of the Company or any of the Guarantors to\nperform its Obligations under the Credit Documents to which it is a party, or\n(iii) the rights and remedies of the Noteholders or the Collateral Agent in any\nmaterial adverse respect under the Documents.\n\n          \"Moody's\" means Moody's Investors Service, Inc. or any successor\nthereto.\n\n          \"Note Purchase Agreements\" is defined in Section 1.2 hereof.\n\n          \"Notes\" is defined in Section 1.1 hereof.\n\n          \"Other Purchaser\" is defined in Section 1.2 hereof.\n\n          \"PBGC\" means the Pension Benefit Guaranty Corporation or any successor\nthereto.\n          \"Permitted Liens\" means the Liens described in Section 6.14.\n\n          \"Person\" means an individual, partnership, corporation, limited\nliability company, association, trust, unincorporated organization or any other\nentity or organization, including a government or any agency or political\nsubdivision thereof.\n\n          \"Plan\" means an employee pension benefit plan covered by Title IV of\nERISA or subject to the minimum funding standards under Section 412 of the Code\nthat is either (i) maintained by the Company or any of its Subsidiaries, or (ii)\nmaintained pursuant to a collective bargaining agreement or any other\narrangement under which more than one employer makes contributions and to which\nthe Company or any of its Subsidiaries is then making or accruing an obligation\nto make contributions or has within the preceding five (5) plan years made or\nhad an obligation to make contributions.\n\n          \"Purchasers\" means you and the Other Purchaser.\n\n          \"SEC\" means the Securities and Exchange Commission.\n\n          \"S&P\" means Standard & Poor's Ratings Group or any successor thereto.\n\n          \"Security Agreement\" means the Security Agreement and Financing\nStatement in \n\n                                       31\n\n \nsubstantially the form of Exhibit 3.6 hereto executed and delivered by the\nCompany and the Guarantors, as any of same may be amended, supplemented or\notherwise modified from time to time.\n\n          \"Security Documents\" means the Stock Pledge Agreements, the Security\nAgreements, the Guaranties, and all other security agreements and like\nagreements or instruments delivered by the Company or any Guarantor granting a\nLien in any of such Person's property to secure the Notes, as any of the same\nmay be amended, supplemented or otherwise modified from time to time.\n\n          \"Securities Act\" means the Securities Act of 1933, as amended.\n\n          \"Security\" means \"security\" as defined in section 2(1) of the\nSecurities Act.\n\n          \"Stock Pledge Agreements\" means the Stock Pledge Agreements in\nsubstantially the form of Exhibit 3.5 hereto executed and delivered by the\nCompany and certain of the Guarantors, as any of same may be amended,\nsupplemented or otherwise modified from time to time.\n\n          \"Subsidiary\" means, for any Person, any corporation or other entity of\nwhich more than fifty percent (50%) of the outstanding stock or comparable\nequity interests having ordinary voting power for the election of the board of\ndirectors of such corporation, any managers of such limited liability company or\nsimilar governing body (irrespective of whether or not, at the time, stock or\nother equity interests of any other class or classes of such corporation or\nother entity shall have or might have voting power by reason of the happening of\nany contingency) is at the time directly or indirectly owned by such Person, as\napplicable, or by one or more of its Subsidiaries.  For purposes of this\ndefinition, ITS Supply Corporation, ITS Venezuela S.A., ITS Peru S.A. and ITS\nLogestics UK Limited shall be deemed to be Subsidiaries as if the acquisition of\nthe stock of ITS Supply Corporation had occurred immediately prior to the\nClosing Date.\n\n          \"Transfer\" means a sale, transfer, conveyance, assignment or other\ndisposition (or a series of related dispositions), including, without\nlimitation, any transfer pursuant to an option to purchase, any sale or\nassignment (with or without recourse) of any accounts receivable and any sale\nand leaseback of assets, of an asset having a net book value as established in\naccordance with GAAP in excess of $50,000, but excluding any involuntary\ntransfer by operation of law and any transfers of an asset pursuant to any\ncasualty or theft with respect to such asset.\n\n          \"Unfunded Vested Liabilities\" means, for any Plan at any time, the\namount by which the present value of all vested nonforfeitable accrued benefits\nunder such Plan exceeds the fair market value of all Plan assets allocable to\nsuch benefits, determined as of the then most recent valuation date for such\nPlan, but only to the extent that such excess represents a potential \n\n                                       32\n\n \nliability of the Company or any of its Subsidiaries to the PBGC or such Plan.\n\n          \"Voting Stock\" means capital stock of any class or classes of a\ncorporation the holders of which are ordinarily, in the absence of\ncontingencies, entitled to elect corporate directors (or Persons performing\nsimilar functions).\n\n     8.2  Interpretation.  The foregoing definitions shall be equally applicable\nto the singular and plural forms of the terms defined.  All references to times\nof day in this Agreement shall be references to Houston, Texas time unless\notherwise specifically provided.\n\n9.   MISCELLANEOUS\n\n     9.1  Communications.\n\n          (a) Method; Address.  All communications hereunder or under the Notes\nshall be in writing, shall be hand delivered, deposited into the United States\nmail (registered or certified mail), postage prepaid, sent by overnight courier\nor sent by confirmed facsimile transmission and shall be addressed,\n\n               (i)  if to the Company,\n                    Boots & Coots International Well Control, Inc.\n                    5151 San Felipe, Suite 450\n                    Houston, Texas  77056\n                    Telephone: (713) 621-7911\n                    Facsimile: (713) 621-7988\n\nor at such other address as the Company shall have furnished in writing to all\nholders of the Notes at the time outstanding, and\n\n               (ii) if to any of the holders of the Notes,\n\n                    (A) if such holders are the Purchasers, at their respective\n               addresses set forth on Annex 1 hereto, and further including any\n               parties referred to on such Annex 1 that are required to receive\n               notices in addition to such holders of the Notes, and\n\n                    (B) if such holders are not the Purchasers, at their\n               respective addresses set forth in the register for the\n               registration and transfer of Notes maintained pursuant to this\n               Agreement,\n\nor to any such party at such other address as such party may designate by notice\nduly given in accordance with this Section 9.1 to the Company (which other\naddress shall be entered in such \n\n                                       33\n\n \nregister).\n\n          (b) When Given.  Any communication so addressed and deposited in the\nUnited States mail, postage prepaid, by registered or certified mail (in each\ncase, with return receipt requested) shall be deemed to be received on the third\n(3rd) succeeding Business Day after the day of such deposit (not including the\ndate of such deposit).  Any notice so addressed and otherwise delivered shall be\ndeemed to be received when actually received at the address of the addressee.\n\n     9.2  Survival.  All warranties, representations, certifications and\ncovenants made by the Company herein or in any certificate or other instrument\ndelivered by it or on its behalf hereunder shall be considered to have been\nrelied upon by you and shall survive the delivery to you of the Notes regardless\nof any investigation made by you or on your behalf.  All statements in any such\ncertificate or other instrument shall constitute warranties and representations\nby the Company hereunder.\n\n     9.3  Successors and Assigns.  This Agreement shall inure to the benefit of\nand be binding upon the successors and assigns of each of the parties hereto.\nThe provisions hereof are intended to be for the benefit of all holders, from\ntime to time, of Notes, and shall be enforceable by any such holder, whether or\nnot an express assignment to such holder of rights hereunder shall have been\nmade by you or your successor or assign.\n\n     9.4. Amendment and Waiver.\n\n          (a) Requirements.  This Agreement may be amended, and the observance\nof any term hereof may be waived, with (and only with) the written consent of\nthe Company and you and the Majority Noteholders (exclusive of Notes held by the\nCompany or any Affiliate at the time outstanding).\n\n          (b)  Solicitation of Noteholders.\n\n               (i) Solicitation.  The Company shall not solicit, request or\n          negotiate for or with respect to any proposed waiver or amendment of\n          any of the provisions hereof or the Notes unless each holder of the\n          Notes (irrespective of the amount of Notes then owned by it) shall be\n          provided by the Company with sufficient information to enable it to\n          make an informed decision with respect thereto.  Executed or true and\n          correct copies of any waiver or consent effected pursuant to the\n          provisions of this Section 9.4 shall be delivered by the Company to\n          each holder of outstanding Notes forthwith following the date on which\n          the same shall have been executed and delivered by all holders of\n          outstanding Notes required to consent or agree to such waiver or\n          consent.\n\n                                       34\n\n \n               (ii) Payment.  The Company shall not, directly or indirectly, pay\n          or cause to be paid any remuneration, whether by way of supplemental\n          or additional interest, fee or otherwise, or grant any security, to\n          any holder of Notes as consideration for or as an inducement to the\n          entering into by any holder of Notes of any waiver or amendment of any\n          of the terms and provisions hereof unless such remuneration is\n          concurrently paid, or security is concurrently granted, on the same\n          terms, ratably to the holders of all Notes then outstanding.\n\n               (iii)  Scope of Consent.  Any consent made pursuant to this\n          Section 9.4 by a holder of Notes that has transferred or has agreed to\n          transfer its Notes to the Company or any Affiliate and has provided or\n          has agreed to provide such written consent as a condition to such\n          transfer shall be void and of no force and effect except solely as to\n          such holder, and any amendments effected or waivers granted or to be\n          effected or granted that would not have been or would not be so\n          effected or granted but for such consent (and the consents of all\n          other holders of Notes that were acquired under the same or similar\n          conditions) shall be void and of no force and effect, retroactive to\n          the date such amendment or waiver initially took or takes effect,\n          except solely as to such holder.\n\n          (c) Binding Effect.  Except as otherwise provided in Section 9.4\nhereof, any amendment or waiver consented to as provided in this Section 9.4\nshall apply equally to all holders of Notes and shall be binding upon them and\nupon each future holder of any Note and upon the Company whether or not such\nNote shall have been marked to indicate such amendment or waiver.  No such\namendment or waiver shall extend to or affect any obligation, covenant,\nagreement, Default or Event of Default not expressly amended or waived or impair\nany right consequent thereon.\n\n          (d) Expenses.  The Company shall promptly pay when billed the\nreasonable expenses relating to the consideration, negotiation, preparation or\nexecution of any amendments, waivers or consents pursuant to the provisions\nhereof, whether or not any such amendments, waivers or consents are executed and\nthe exercise of any remedies to collect the Notes or the Guaranties or enforce\nthe Security Documents.\n\n     9.5  Payment on Notes.\n\n          (a) Manner of Payment.  The Company shall pay all amounts payable with\nrespect to each Note (without any presentment of such Notes and without any\nnotation of such payment being made thereon) by crediting, by federal funds bank\nwire transfer, the account of the holder thereof in any bank in the United\nStates of America as may be designated in writing by such holder, or in such\nother manner as may be reasonably directed or to such other address in the\nUnited States of America as may be reasonably designated in writing by such\nholder.  \n\n                                       35\n\n \nAnnex 1 hereto shall be deemed to constitute notice, direction or designation\n(as appropriate) to the Company with respect to payments as aforesaid. In the\nabsence of such written direction, all amounts payable with respect to each Note\nshall be paid by check mailed and addressed to the registered holder of such\nNote at the address shown in the register maintained by the Company pursuant to\nthis Agreement.\n\n          (b) Payments Due on Holidays.  If any payment due on, or with respect\nto, any Note shall fall on a day other than a Business Day, then such payment\nshall be made on the first Business Day following the day on which such payment\nshall have so fallen due, provided that if all or any portion of such payment\nshall consist of a payment of interest, for purposes of calculating such\ninterest, such payment shall be deemed to have been originally due on such first\nfollowing Business Day, such interest shall accrue and be payable to (but not\nincluding) the actual date of payment and the amount of the next succeeding\ninterest payment shall be adjusted accordingly.\n\n          (c) Payments, When Received.  Any payment to be made to the holders of\nNotes hereunder or under the Notes shall be deemed to have been made on the\nBusiness Day such payment actually becomes available to such holder at such\nholder's bank prior to 12:00 noon (local time of such bank).\n\n     9.6  Indemnification.  The Company agrees to indemnify each holder of the\nNotes and their respective shareholders, directors, officers, partners,\nemployees and attorneys (collectively, the \"Indemnified Parties\"), against all\nlosses, claims, damages, penalties, judgments, liabilities and expenses\n(including, without limitation, all reasonable attorneys' fees and other\nreasonable expenses of investigating, defending against claims, litigation or\npreparation therefor,  whether or not such Indemnified Party is a party thereto)\nwhich any of them may pay or incur arising out of or relating to (i) any action,\nsuit or proceeding by any third party or governmental authority against such\nIndemnified Party and relating to any Document or the application or proposed\napplication by the Company of the proceeds of any Note, REGARDLESS OF WHETHER\nSUCH CLAIMS OR ACTIONS ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE\nOR CONTRIBUTORY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES AND\/OR ANY OF THEIR\nRESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES OR ATTORNEYS,\n(ii) any investigation of any third party or any governmental authority\ninvolving any Indemnified Party and related to any use made or proposed to be\nmade by the Company of the proceeds of the Notes, or any transaction financed or\nto be financed in whole or in part, directly or indirectly with the proceeds of\nany Note, and (iii) any investigation of any third party or any governmental\nauthority, litigation or proceeding involving any Indemnified Party by virtue of\nthe Documents and related to any environmental cleanup, audit, compliance or\nother matter relating to any Environmental Law or the presence of any Hazardous\nMaterial (including, without limitation, any losses, liabilities, damages,\ninjuries, costs, expenses or claims asserted or arising under any \n\n                                       36\n\n \nEnvironmental Law) with respect to the Company or any of its Subsidiaries,\nregardless of whether caused by, or within the control of, the Company or any of\nits Subsidiaries; provided, however, that the Company shall not be obligated to\nindemnify any Indemnified Party for any of the foregoing arising out of such\nIndemnified Party's gross negligence or willful misconduct.\n\n     9.7  Entire Agreement.  The Documents constitute the entire understanding\namong the Company, the Guarantors and the Purchasers and supersede all earlier\nor contemporaneous agreements, whether written or oral, concerning the subject\nmatter of the Documents.  THIS WRITTEN AGREEMENT TOGETHER WITH THE OTHER\nDOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE\nCONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL\nAGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE\nPARTIES.\n\n     9.8  Waiver of Jury Trial.  EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY\nWAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM\nARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE, ANY OTHER DOCUMENT OR\nTHE TRANSACTIONS CONTEMPLATED THEREBY.\n\n                                       37\n\n \n     9.9  Duplicate Originals, Execution in Counterpart.  Two (2) or more\nduplicate originals hereof may be signed by the parties, each of which shall be\nan original but all of which together shall constitute one and the same\ninstrument.  This Agreement may be executed in one or more counterparts and\nshall be effective when at least one counterpart shall have been executed by\neach party hereto, and each set of counterparts that, collectively, show\nexecution by each party hereto shall constitute one duplicate original.\n\n     [REMAINDER OF PAGE INTENTIONALLY BLANK; NEXT PAGE IS SIGNATURE PAGE.]\n\n                                       38\n\n \n     If this Agreement is satisfactory to you, please so indicate by signing the\nacceptance of the foot of a counterpart hereof and returning such counterpart to\nthe Company, whereupon this Agreement shall become binding between us in\naccordance with its terms.\n\n                                        Very truly yours,\n\n                                        BOOTS & COOTS INTERNATIONAL\n                                         WELL CONTROL, INC.\n\n\n                                        By:____________________________\n                                        Name:__________________________\n                                        Title:_________________________\n\nAccepted:\n\nMAIN STREET MERCHANT PARTNERS II, L.P.\n\n\nBy: _______________________________\n  Vince D. Foster, Managing Director\n\nGENEVA ASSOCIATES, L.L.C.\n\nBy: _______________________________\n  Tracy Scott Turner, Principal\n\n\n\n[Signature page for NOTE PURCHASE AGREEMENT dated as of January 2, 1998, of\nBoots & Coots International Well Control, Inc. in connection with the issuance\nof its 10.0% Senior Secured Notes due May 2, 1998]\n\n                                       39\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9560,9567],"class_list":["post-41178","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41178","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41178"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41178"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41178"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41178"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}