{"id":41292,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-boots-coots-international-well-control.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-boots-coots-international-well-control","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-boots-coots-international-well-control.html","title":{"rendered":"Security Agreement &#8211; Boots &#038; Coots International Well Control Inc. and Comerica Bank-Texas"},"content":{"rendered":"<pre>                               SECURITY AGREEMENT\n                (Boots &amp; Coots International Well Control, Inc.)\n\n     This Security Agreement (as amended, supplemented or restated from time to\ntime, this 'Agreement') dated as of October 28, 1998, is by and between BOOTS\n&amp; COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation ('Debtor'),\nwhose address is 777 Post Oak, 8th Floor, Houston, Texas 77056, Attn: Mr. Tom\nEasley and whose taxpayer identification number is 11-2908692, and COMERICA\nBANK-TEXAS ('Secured Party'), a national banking association, whose address is\n1601 Elm Street, Dallas, Texas 75201, Attention:  Mr. Gary W. Orr (with a copy\nto Comerica Bank-Texas, P.O. Box 4167, Houston, Texas 77210-4167, Attention: Mr.\nDan Evans), in its capacity as agent under the Loan Agreement (as amended,\nrestated and supplemented from time to time, the 'Loan Agreement') among Debtor,\neach of the financial institutions which are signatories thereto or which may\nbecome a party thereto from time to time (individually, a 'Lender' and,\ncollectively, the 'Lenders') and Secured Party of even date herewith.\n\n     Debtor and Secured Party agree as follows:\n\n     Any capitalized term used in this Agreement and not otherwise defined\nherein shall have the meaning ascribed to such term in the Loan Agreement.  All\nprinciples of construction set forth in Section 1.2 of the Loan Agreement are\nincorporated herein by reference for all purposes.\n\n                                   ARTICLE 1\n                         CREATION OF SECURITY INTEREST\n\n     In order to secure the prompt and unconditional payment of the Debt (as\ndefined in Section 2.2), Debtor hereby grants to Secured Party on behalf of\nLenders a security interest in and mortgages, assigns, transfers, delivers,\npledges, sets over and confirms to Secured Party on behalf of Lenders all of\nDebtor's remedies, powers, privileges, rights, titles and interests (including\nall power of Debtor, if any, to pass greater title than it has itself) of every\nkind and character now owned or hereafter acquired, created or arising in and to\nthe following:\n\n                                    ACCOUNTS\n\n     (a) all accounts, receivables, accounts receivable, general intangibles\n         regardless of form (including all choses or things in action, trade\n         names, trademarks, patents, patents pending, infringement claims,\n         service marks, licenses, copyrights, blueprints, draw ings, plans,\n         diagrams, schematics, computer programs, computer tapes, computer\n         discs, reports, catalogs, customer lists, purchase orders, goodwill,\n         route lists, monies due or recoverable from pension funds, tax refunds\n         and all rights to any of the foregoing), book debts, contract rights\n         and rights to payment no matter how evidenced;\n\n \n     (b) all chattel paper, notes, drafts, acceptances, payments under leases of\n         equipment or sale of inventory, and other forms of obligations received\n         by or belonging to Debtor for goods sold or leased and\/or services\n         rendered by Debtor;\n\n     (c) all purchase orders, instruments and other documents (including all\n         documents of title) evidencing obligations to Debtor, including those\n         for or representing obligations for goods sold or leased and\/or\n         services rendered by Debtor;\n\n     (d) all monies due or to become due to Debtor under all contracts,\n         including those for the sale or lease of goods and\/or performance of\n         services by Debtor no matter how evidenced and whether or not earned by\n         performance;\n\n     (e) all accounts, receivables, accounts receivable, contract rights, and\n         general intangibles arising as a result of Debtor's having paid\n         accounts payable (or having had goods sold or leased to Debtor or\n         services performed for Debtor giving rise to accounts payable) which\n         accounts payable were paid for or were incurred by Debtor on behalf of\n         any third parties pursuant to an agreement or otherwise;\n\n     (f) all goods, the sale and delivery of which give rise to any of the\n         foregoing, including any such goods which are returned to Debtor for\n         credit;\n\n                                   INVENTORY\n\n     all goods, merchandise, raw materials, work in process, finished goods, and\n     other tangible personal property of whatever nature now owned by Debtor or\n     hereafter from time to time existing or acquired, wherever located and held\n     for sale or lease, including those held for display or demonstration or out\n     on lease or consignment, or furnished or to be furnished under contracts of\n     service or used or usable or consumed or consumable in Debtor's business or\n     which are finished or unfinished goods and all accessions and appurtenances\n     thereto, together with all warehouse receipts and other documents\n     evidencing any of the same and all containers, packing, packaging, shipping\n     and similar materials;\n\n                                   EQUIPMENT\n\n     all goods, equipment, machinery, furnishings, fixtures, furniture,\n     appliances, accessories, leasehold improvements (to the extent assignable),\n     chattels and other articles of personal property of whatever nature\n     (whether or not the same constitute fixtures) now owned by Debtor or\n     hereafter acquired, and all component parts thereof and all appurtenances\n     thereto;\n\n                                     STOCK\n\n     (i)  all of the investment securities listed on Exhibit A, hereto attached\n          and hereby made a part hereof;\n\n                                       2\n\n \n     (ii) all dividends (cash or otherwise), rights to receive dividends, stock\n          dividends, dividends paid in stock, distributions upon redemption or\n          liquidation, distributions as a result of split-ups, recapitalizations\n          or rearrangements, stock rights, rights to subscribe, voting rights,\n          rights to receive securities, and all new securities and other\n          Property which Debtor may hereafter become entitled to receive on\n          account of the foregoing (Debtor hereby agreeing that in the event\n          Debtor receives any such new securities, Debtor will immediately\n          deliver the same to Secured Party to be held by Secured Party subject\n          to the terms and provisions of this Agreement);\n\nall accessions, appurtenances and additions to and substitutions for any of the\nforegoing; all products and proceeds of any of the foregoing; all renewals and\nreplacements of any of the foregoing; and all accounts, instruments, notes,\nchattel paper, documents (including all documents of title), books, records,\ncontract rights and general intangibles relating to or arising in connection\nwith any of the foregoing (including all insurance and claims for insurance\naffected or held for the benefit of Debtor or Secured Party in respect of any of\nthe foregoing) and together with all general intangibles now owned by Debtor or\nexisting or hereafter acquired, created or arising (whether or not related to\nany of the foregoing Property).  All of the Properties and interests described\nin this Article are herein collectively called the 'Collateral.'  The inclusion\nof proceeds does not authorize Debtor to sell, dispose of or otherwise use the\nCollateral in any manner not authorized herein.\n\n                                   ARTICLE 2\n                             SECURED INDEBTEDNESS\n\n     2.1  This Agreement is made to secure all of the following debt and\nobligations:\n\n     (a) All debt now and hereafter evidenced by the Revolving Notes, which are\nin the aggregate maximum principal amount of $25,000,000.00 and have final\npayment due on October 31, 2000.\n\n     (b) All obligations and Indebtedness of Debtor now or hereafter created or\nincurred under, or in connection with the Loan Agreement.\n\n     (c) All other obligations, if any, undertaken by Debtor in any other place\nin this Agreement.\n\n     (d) Any and all sums and the interest which accrues on them as provided in\nthis Agreement which Secured Party or any Lender may advance or which Debtor may\nowe Secured Party or any Lender pursuant to this Agreement on account of\nDebtor's failure to keep, observe or perform any of the covenants of Debtor\nunder this Agreement.\n\n                                       3\n\n \n     (e) All present and future debts and obligations under or pursuant to (i)\nany Loan Documents now or in the future governing, evidencing, guaranteeing or\nsecuring or otherwise relating to payment of all or any part of the debt\nevidenced by the Notes, including Interest Rate Risk Indebtedness approved in\nwriting by the Majority Lenders and the Letter of Credit Liabilities or (ii) all\nsupplements, amendments, restatements, renewals, extensions, rearrangements,\nincreases, expansions or replacements of them.\n\n     2.2  The term 'Debt' means and includes all of the Indebtedness and other\nobligations described or referred to in Section 21.  The Debt includes interest\nand other obligations accruing or arising after (a) commencement of any case\nunder any bankruptcy or similar laws by or against Debtor or any other Person\nnow or hereafter primarily or secondarily obligated to pay all or any part of\nthe Debt (Debtor and each such other Person being herein called individually an\n'Obligor' and collectively, 'Obligors') or (b) the obligations of any Obligor\nshall cease to exist by operation of law or for any other reason.  The Debt also\nincludes all reasonable attorneys' fees and any other reasonable expenses\nincurred by Secured Party in enforcing any of the Loan Documents.\n\n                                   ARTICLE 3\n                        REPRESENTATIONS AND WARRANTIES\n\n     Debtor represents and warrants as follows:\n\n     (a) Debtor is the legal and equitable owner and holder of good and\nmarketable title to the Collateral free of any adverse claim and free of any\nLien except only for the Liens granted hereby and the Permitted Liens. Except\nfor matters which have previously been released or which are to be released\nconcurrently herewith, Debtor has not heretofore signed any financing statement\ndirectly or indirectly affecting the Collateral or any part of it which has not\nbeen completely terminated of record, and no such financing statement signed by\nDebtor is now on file in any public office except as Secured Party may otherwise\nconsent in writing.\n\n     (b) Subject to Debtor's right to change its address in accordance with the\nprovisions of this Agreement, the location of Debtor is the address set forth at\nthe beginning of this Agreement; and in this regard, Debtor's location is\ndefined to mean (i) Debtor's place of business if Debtor has only one such place\nof business or (ii) Debtor's chief executive office if Debtor has more than one\nplace of business.  All books and records of Debtor with regard to the\nCollateral are maintained and kept at such address of Debtor set forth at the\nbeginning of this Agreement.\n\n     (c) No part of the Collateral consists or will consist of consumer goods,\nfarm products, timber, minerals and the like (including oil and gas) or accounts\nresulting from the sale thereof.\n\n     (d) As of the date hereof, Debtor does not own, have any rights in or hold\nany registered trademarks, patents, applications for patents or licenses\nassociated with any patent, except as disclosed in writing to Secured Party.\n\n                                       4\n\n \n     (e) Debtor has not changed its name within the last five (5) years.\n\n     (f) Debtor's correct taxpayer identification number is set forth in the\nfirst paragraph of this Agreement.\n\n     (g) The Collateral described in Article 1 under the heading 'Stock' (the\n'Stock Collateral') is genuine, free from any restriction relating to the\ngranting of Liens, duly and validly authorized and issued, enforceable in\naccordance with its terms, and fully paid, and is hereby duly and validly\npledged and hypothecated to Secured Party in accordance with applicable law.\n\n                                   ARTICLE 4\n                                   COVENANTS\n\n     4.1  Debtor covenants and agrees with Secured Party as follows:\n\n     (a) Debtor shall furnish to Secured Party such instruments as may be\nreasonably required by Secured Party or any Lender to assure the transferability\nof any Collateral in accordance with this Agreement when and as often as may be\nreasonably requested by Secured Party or such Lender.\n\n     (b) If (i) the validity or priority of this Agreement or of any material\nrights, titles, security interests or other interests created or evidenced\nhereby shall be attacked, endangered or questioned or (ii) if any legal\nproceedings are instituted with respect thereto, Debtor will give prompt written\nnotice thereof to Secured Party and at Debtor's own cost and expense will\ndiligently endeavor to cure any material defect that may be developed or\nclaimed, and will take all necessary and proper steps for the defense of such\nlegal proceedings; and if an Event of Default has or would result, Secured Party\n(whether or not named as a party to legal proceedings with respect thereto) is\nhereby authorized and empowered to take such additional steps as in its judgment\nand discretion may be necessary or proper for the defense of any such legal\nproceedings or the protection of the validity or priority of this Agreement and\nthe material rights, titles, security interests and other interests created or\nevidenced hereby, and all reasonable and customary expenses so incurred of every\nkind and character shall constitute sums advanced pursuant to Section 42 of this\nAgreement.\n\n     (c) Debtor will, on request of Secured Party or any Lender, (i) promptly\ncorrect any defect, error or omission which may be discovered in the contents of\nthis Agreement or in any other instrument executed in connection herewith or in\nthe execution or acknowledgment thereof; (ii) execute, acknowledge, deliver and\nrecord or file such further instruments (including further security agreements,\nfinancing statements and continuation statements) and do such further acts as\nmay be necessary, desirable or proper to carry out more effectively the purposes\nof this Agreement and such other instruments and to subject to the Liens hereof\nand thereof any Property intended by the terms hereof and thereof to be covered\nhereby and thereby including specifically any renewals, additions,\nsubstitutions, replacements or appurtenances to the then Collateral; and (iii)\nexecute, acknowledge, deliver, procure and record or file any document or\ninstrument (including specifically any financing statement) deemed advisable by\nSecured Party or any Lender to protect the security \n\n                                       5\n\n \ninterest hereunder against the rights or interests of third persons, and Debtor\nwill pay all reasonable and customary costs connected with any of the foregoing.\n\n     (d) Notwithstanding the security interest in proceeds granted herein,\nDebtor will not, except as otherwise expressly permitted herein or in the Loan\nAgreement, sell, lease, exchange, lend, rent, assign, license, transfer or\notherwise dispose of, or pledge, hypothecate or grant any Lien in, or permit to\nexist any Lien against, all or any part of the Collateral or any interest\ntherein or permit any of the foregoing to occur or arise or permit title to the\nCollateral, or any interest therein, to be vested in any other party, in any\nmanner whatsoever, by operation of law or otherwise, without the prior written\nconsent of Secured Party.  Except as provided by the Loan Agreement or as\notherwise permitted herein, Debtor shall not, without the prior written consent\nof Secured Party, (i) acquire any such Collateral under any arrangement whereby\nthe seller or any other Person retains or acquires any Lien in such Collateral\nor (ii) return or give possession of any such Collateral to any supplier or any\nother Person except in the ordinary course of business.\n\n     (e) Debtor shall at all times keep accurate and complete records of the\nCollateral and its proceeds.  Debtor shall, where applicable, at Debtor's own\nexpense take all reasonable and appropriate steps to enforce the collection of\nthe Collateral and items representing proceeds thereof.\n\n     (f) Debtor will not change its taxpayer identification number, address,\nlocation, name, identity or, if applicable, structure unless Debtor shall have\n(i) notified Secured Party of such change in writing at least thirty (30) days\nbefore the effective date of such change and (ii) taken such action, reasonably\nsatisfactory to Secured Party, to have caused the Lien of Secured Party on\nbehalf of Lenders in the Collateral to be at all times perfected and in full\nforce and effect in the manner and to the extent set forth in the Loan\nAgreement.\n\n     (g) Debtor shall at all times keep accurate books and records reflecting\nall facts concerning the Collateral including those pertaining to the\nwarranties, representations and agreements of Debtor under this Agreement.  Upon\nreasonable request by Secured Party, Debtor will take reasonable steps to make\nwritten designation on the books and records of Debtor to reflect thereon the\nassignment to Secured Party of the Collateral covered by this Agreement;\nprovided, however, that the failure of Debtor to make such a written designation\nshall not affect the rights of Secured Party to any of the Collateral.\n\n     (h) If the Collateral is evidenced by promissory notes, trade acceptances\nor other instruments for the payment of money, Debtor will, at the request of\nSecured Party during the continuation of an Event of Default, immediately\ndeliver any of the foregoing to Secured Party, appropriately endorsed to Secured\nParty's order and regardless of the form of endorsement, Debtor waives\npresentment, demand, notice of dishonor, protest and notice of protest.  After\nan Event of Default but prior to such delivery, such Collateral shall be held by\nDebtor in trust for the benefit of Secured Party and Lenders and subject to the\nLiens granted herein.\n\n                                       6\n\n \n     (i) Debtor will not use, or allow the use of, the Collateral in any manner\nwhich constitutes a public or private nuisance or which makes void, voidable or\ncancelable any insurance then in force with respect thereto.  Debtor will not do\nor suffer to be done any act outside its ordinary course of business whereby the\nvalue of any part of the Collateral may be lessened in any material respect.\n\n     (j) Debtor agrees to provide, maintain and keep in force casualty,\nliability and other insurance for  that portion of the Collateral which is\ntangible personal property as required by the Loan Agreement.  To the extent any\ninsurance policies covering any part of the Collateral, or any risk to or about\nthe Collateral, are transferable, and subject to the consent and requirements of\nthe applicable insurance companies or policies, foreclosure of this Agreement\nshall automatically constitute foreclosure upon all policies of insurance\ninsuring any part of or risk to the Collateral and all claims thereunder arising\nfrom post-foreclosure events.  To the extent such policies are transferable, and\nsubject to the consent and requirements of the applicable insurance companies or\npolicies, the successful bidder or bidders for any Collateral at any\nforeclosure, as their respective interests may appear, shall automatically\naccede to all of Debtor's rights in, under and to such policies and all post-\nforeclosure event claims, and such bidder(s) shall be named as insured(s) on\nrequest, whether or not the bill of sale to any such successful bidder mentions\ninsurance.  Unless Secured Party or Secured Party's representative reserves at\nthe foreclosure sale the right to collect any uncollected insurance proceeds\nrecoverable for events occurring before foreclosure (in which event the\nsuccessful bidder at the sale, if not Secured Party, shall have no interest in\nsuch proceeds and Secured Party shall apply them, if and when collected, to the\nDebt in such order and manner as Secured Party shall then elect and remit any\nremaining balance to Debtor or to such other Person as is legally entitled to\nthem), all proceeds of all such insurance which are not so reserved by Secured\nParty at the foreclosure sale and are not actually received by Secured Party\nuntil after foreclosure shall be the property of the successful bidder or\nbidders at foreclosure, as their interests may appear, and Debtor shall have no\ninterest in them and shall receive no credit for them.  Neither Secured Party\nnor any Lender shall have any duty to Debtor or anyone else to either require or\nprovide any insurance or to determine the adequacy or disclose any inadequacy of\nany insurance.  If Secured Party or any Lender elects at any time or for any\nreason to purchase insurance relating to the Collateral, it shall have no\nobligation to cause Debtor or anyone else to be named as an insured, to cause\nDebtor's or anyone else's interests to be insured or protected or to inform\nDebtor or anyone else that his or its interests are uninsured or underinsured,\nand any such insurance shall be at Secured Party's or such Lender's sole cost.\n\n     (k) The Collateral is and shall remain in Debtor's possession or control at\nall times at Debtor's risk of loss at Debtor's locations as described in writing\nto Secured Party, where Secured Party may inspect it at any time, except for (i)\nits temporary removal in connection with its ordinary use, (ii) any removal to\nwhich Secured Party consents in writing in advance and (iii) dispositions\npermitted hereby or by the Loan Agreement.\n\n     (l)  The Collateral described in Article 1 under the caption 'Equipment'\nwill be used in the business of Debtor and its Subsidiaries.\n\n                                       7\n\n \n     (m)  Until the occurrence of an Event of Default which has not been cured\nor waived, Debtor may use the Collateral described in Article 1 under the\ncaption 'Inventory' in any lawful manner not inconsistent with this Agreement or\nwith the terms or conditions of any policy of insurance thereon and may also\nsell or lease such Collateral in the ordinary course of business.  A sale in the\nordinary course of business does not include a transfer in partial or total\nsatisfaction of a debt.  Until the occurrence of an Event of Default which has\nnot been cured or waived, Debtor may also use and consume any raw materials or\nsupplies, the use and consumption of which are necessary to carry on the\nbusiness of Debtor and its Subsidiaries.\n\n     (n) Should any material part of the Collateral become in default, Debtor,\nat its sole expense, will promptly take all commercially reasonably necessary\nand proper efforts to effect the collection thereof, either through legal\nproceedings or otherwise, and if commercially reasonable, will proceed with the\nforeclosure of any Liens securing the same and with enforcement of any\nguaranties whereby payment of the same is guaranteed.\n\n     4.2  If Debtor fails to comply with any of its agreements, covenants or\nobligations under this Agreement or any other Loan Document and such failure\ncontinues for 30 days after Secured Party has given Debtor written notice\nthereof, Secured Party (in Debtor's name or in Secured Party's own name as agent\nfor the Lenders) may perform them or cause them to be performed for the account\nand at the expense of Debtor, but shall have no obligation to perform any of\nthem or cause them to be performed.  Any and all reasonable and customary, out-\nof-pocket expenses thus incurred or paid by Secured Party shall be Debtor's\nobligations to Secured Party due and payable on demand, or if no demand is\nsooner made, then they shall be due on or before four (4) years after the\nrespective dates on which they were incurred, and each shall bear interest from\nthe date Secured Party pays it until the date Debtor repays it to Secured Party,\nat the Past Due Rate.  Upon making any such payment or incurring any such\nexpense, Secured Party shall be fully and automatically subrogated to all of the\nrights of the Person receiving such payment.  Any amounts owing by Debtor to\nSecured Party pursuant to this or any other provision of this Agreement shall\nautomatically and without notice be and become a part of the Debt and shall be\nsecured by this and all other instruments securing the Debt.  The amount and\nnature of any such expense and the time when it was paid shall be fully\nestablished by the affidavit of Secured Party or any of Secured Party's officers\nor agents.  The exercise of the privileges granted to Secured Party in this\nSection shall in no event be considered or constitute a cure of the Default or a\nwaiver of Secured Party's right at any time after an Event of Default to declare\nthe Debt to be at once due and payable, but is cumulative of such right and of\nall other rights given by this Agreement, the Loan Agreement, the Notes and the\nLoan Documents and of all rights given Secured Party by law.\n\n                                       8\n\n \n                                   ARTICLE 5\n                    ASSIGNMENT OF PAYMENTS; CERTAIN POWERS\n                        OF SECURED PARTY; VOTING RIGHTS\n\n     5.1  During the continuation of an Event of Default, Debtor hereby\nauthorizes and directs each account debtor and each other Person (a 'Collateral\nObligor') obligated to make payment in respect of any of the Collateral to pay\nover to Secured Party or its designee, upon demand by Secured Party, all or any\npart of the Collateral without making any inquiries as to the status or balance\nof the Debt and without any notice to or further consent of Debtor.  To\nfacilitate the rights of Secured Party hereunder, Debtor hereby authorizes\nSecured Party, during the continuation of an Event of Default:\n\n     (a) to notify Collateral Obligors of Secured Party's security interest in\nthe Collateral and to collect all or any part of the Collateral without further\nnotice to or further consent by Debtor; and Debtor hereby constitutes and\nappoints Secured Party the true and lawful attorney of Debtor (such agency being\ncoupled with an interest), irrevocably, with power of substitution, in the name\nof Debtor or in its own name or otherwise, to take any of the actions described\nin the following clauses (b), (c), (d), (e), (f) and (g);\n\n     (b) to ask, demand, collect, receive, give receipt for, sue for, compound\nand give acquittance for any and all amounts which may be or become due or\npayable under the Collateral and to settle and\/or adjust all disputes and\/or\nclaims directly with any Collateral Obligor and to compromise, extend the time\nfor payment, arrange for payment in installments, otherwise modify the terms of,\nor release, any of the Collateral, on such terms and conditions as Secured Party\nmay determine (without thereby incurring responsibility to or discharging or\notherwise affecting the liability of Debtor to Secured Party or any Lender under\nthis Agreement or otherwise);\n\n     (c) to execute, sign, endorse, transfer and deliver (in the name of Debtor\nor in its own name or otherwise) any and all receipts or other orders for the\npayment of money drawn on the Collateral and all notes, acceptances,  commercial\npaper, drafts, checks, money orders and other instruments given in payment or in\npartial payment thereof and all invoices, freight and express bills and bills of\nlading, storage receipts, warehouse receipts and other instruments and documents\nin respect of any of the Collateral and any other documents necessary to\nevidence, perfect and realize upon the Liens created pursuant to this Agreement;\n\n     (d) in its discretion to file any claim or take any other action or\nproceeding which Secured Party may deem necessary or appropriate to protect and\npreserve the rights, titles and interests of Secured Party hereunder;\n\n     (e) to sign the name of Debtor to financing statements, drafts against any\nCollateral Obligor, assignments or verifications of any of the Collateral and\nnotices to any Collateral Obligor;\n\n     (f) to station one or more representatives of Secured Party on Debtor's\npremises for the purpose of exercising any rights, benefits or privileges\navailable to Secured Party hereunder or under \n\n                                       9\n\n \nany of the Loan Documents or at law or in equity, including receiving\ncollections and taking possession of books and records relating to the\nCollateral; and\n\n     (g) to cause title to any or all of the Collateral to be transferred into\nthe name of Secured Party or any nominee or nominees of Secured Party.\n\n     5.2  Unless and until an Event of Default shall have occurred and be\ncontinuing, Debtor shall be entitled to exercise all voting and consensual\npowers and rights pertaining to the Stock Collateral or any part thereof for all\npurposes not inconsistent with the terms of this Agreement and, except as herein\nprovided, shall be entitled to receive and retain all dividends on the Stock\nCollateral or any part thereof. During the continuation of an Event of Default,\nSecured Party shall have the right to the extent permitted by applicable law\n(but shall not be obligated to exercise such right), and Debtor shall take all\nsuch action as may be necessary or appropriate to give effect to such right, to\nvote and give consents, ratifications and waivers, and take any other action\nwith respect to any or all of the Stock Collateral with the same force and\neffect as if Secured Party were the owner thereof. All dividends in stock or\nProperty representing stock, and all subscription warrants or any other rights\nor options issued in connection with the Stock Collateral, and all liquidating\ndividends or distributions or return of capital upon or in respect of the Stock\nCollateral or any part thereof, or resulting from any split, revision or\nreclassification of the Stock Collateral or any part thereof or received in\nexchange for the Stock Collateral or any part thereof as a result of a merger,\nconsolidation or otherwise, shall be paid or transferred directly to Secured\nParty, or if paid to or received by Debtor, shall, immediately upon receipt\nthereof, be paid over, transferred and delivered to Secured Party and shall be\nStock Collateral pledged under and subject to the terms of this Agree  ment.\n\n     5.3  The powers conferred on Secured Party pursuant to this Article 5 are\nconferred solely to protect Secured Party's interest in the Collateral and shall\nnot impose any duty or obligation on Secured Party or any Lender to perform any\nof the powers herein conferred.  No exercise of any of the rights provided for\nin this Article 5 shall constitute a retention of Collateral in satisfaction of\nthe indebtedness as provided for in Article 9 of the Uniform Commercial Code of\nTexas.\n\n                                   ARTICLE 6\n                               EVENTS OF DEFAULT\n\n     An Event of Default under the Loan Agreement shall constitute an Event of\nDefault under this Agreement.\n\n                                       10\n\n \n                                   ARTICLE 7\n                         REMEDIES IN EVENT OF DEFAULT\n\n     7.1 During the continuation of an Event of Default:\n\n     (a) Secured Party shall have the option of declaring, without notice to any\nPerson, all Debt to be immediately due and payable.\n\n     (b) Secured Party is authorized, in any legal manner and without breach of\nthe peace, to take possession of the Collateral (Debtor hereby WAIVING all\nclaims for damages arising from or connected with any such taking, except as may\nbe caused by the gross negligence, bad faith or willful misconduct of Secured\nParty) and of all books, records and accounts relating thereto and to exercise,\nwithout interference from Debtor, any and all rights which Debtor has with\nrespect to the management, possession, operation, protection or preservation of\nthe Collateral, including the right to sell or rent the same for the account of\nDebtor and to deduct from such sale proceeds or such rents all costs, expenses\nand liabilities of every character incurred by Secured Party in collecting such\nsale proceeds or such rents and in managing, operating, maintaining, protecting\nor preserving the Collateral and to apply the remainder of such sales proceeds\nor such rents on the Debt.  Before any sale, Secured Party may, at its option,\ncomplete the processing of any of the Collateral and\/or repair or recondition\nthe same to such extent as Secured Party may deem advisable.  Secured Party may\ntake possession of Debtor's premises to complete such processing, repairing\nand\/or reconditioning, using the facilities and other Property of Debtor to do\nso, to store any Collateral and to conduct any sale as provided for herein, all\nwithout compensation to Debtor.  All costs, expenses, and liabilities incurred\nby Secured Party in collecting such sales proceeds or such rents, or in\nmanaging, operating, maintaining, protecting or preserving such Properties, or\nin processing, repairing and\/or reconditioning the Collateral if not paid out of\nsuch sales proceeds or such rents as hereinabove provided, shall constitute a\ndemand obligation owing by Debtor and shall bear interest from the date of\nexpenditure until paid at the Past Due Rate, all of which shall constitute a\nportion of the Debt. If necessary to obtain the possession provided for above,\nSecured Party may invoke any and all legal remedies to dispossess Debtor,\nincluding specifically one or more actions for forcible entry and detainer.  In\nconnection with any action taken by Secured Party pursuant to this paragraph,\nneither Secured Party nor any Lender shall be liable for any loss sustained by\nDebtor resulting from any failure to sell or let the Collateral, or any part\nthereof, or from any other act or omission of Secured Party or any Lender with\nrespect to the Collateral unless such loss is caused by the gross negligence,\nwillful misconduct or bad faith of Secured Party or any Lender, nor shall\nSecured Party be obligated to perform or discharge any obligation, duty, or\nliability under any sale or lease agreement covering the Collateral or any part\nthereof or under or by reason of this instrument or the exercise of rights or\nremedies hereunder.\n\n     (c) Secured Party may, without notice except as hereinafter provided, sell\nthe Collateral or any part thereof at public or private sale or at any broker's\nboard or on any securities exchange (with or without appraisal or having the\nCollateral at the place of sale) for cash and at such price or prices as Secured\nParty may deem best, and Secured Party or any Lender may be the purchaser of any\nand all of the Collateral so sold and Secured Party may apply upon the purchase\nprice therefor any of the Debt and thereafter hold the same absolutely free from\nany right or claim of whatsoever kind. Secured Party is authorized at any such\nsale, if Secured Party deems it advisable or is required by applicable law so to\ndo, (i) to restrict the prospective bidders on or purchasers of any of the Stock\nCollateral to a limited number of sophisticated investors who will represent and\nagree that they are \n\n                                       11\n\n \npurchasing for their own account for investment and not with a view to the\ndistribution or resale of any of the Stock Collateral, (ii) to cause to be\nplaced on certificates for any or all of the Stock Collateral a legend to the\neffect that such security has not been registered under the Securities Act of\n1933 and may not be disposed of in violation of the provisions of said Act, and\n(iii) to impose such other limitations or conditions in connection with any such\nsale as Secured Party deems necessary or advisable in order to comply with said\nAct or any other applicable law. In any such public or private sale, each Lender\nif bidding for its own account or for its own account and the accounts of other\nLenders is prohibited from including in the amount of its bid an amount to be\napplied as a credit against its Note or the Notes of the other Lenders; instead,\nsuch Lender must bid in cash only. However, in any such public or private sale,\nSecured Party may (but shall not be obligated to) submit a bid for all Lenders\n(including itself) in the form of a credit against the Debt owed to all of the\nLenders, and Secured Party or its designee may (but shall not be obligated to)\naccept title to Property purchased at such public or private sale for and on\nbehalf of all Lenders. Debtor covenants and agrees that it will execute and\ndeliver such documents and take such other action as Secured Party deems\nnecessary or advisable in order that any such sale may be made in compliance\nwith applicable law. Upon any such sale Secured Party shall have the right to\ndeliver, assign and transfer to the purchaser thereof the Collateral so sold.\nEach purchaser at any such sale shall hold the Property sold absolutely free\nfrom any claim or right of whatsoever kind, including any equity or right of\nredemption, stay or appraisal which Debtor has or may have under any rule of law\nor statute now existing or hereafter adopted. Secured Party shall give Debtor\nwritten notice at the address set forth herein (which shall satisfy any\nrequirement of notice or reasonable notice in any applicable statute) of Secured\nParty's intention to make any such public or private sale. Such notice shall be\npersonally delivered or mailed, postage prepaid, at least ten (10) calendar days\nbefore the date fixed for a public sale, or at least (10) calendar days before\nthe date after which the private sale or other disposition is to be made, unless\nthe Collateral is of a type customarily sold on a recognized market, is\nperishable or threatens to decline speedily in value. Such notice, in case of\npublic sale, shall state the time and place fixed for such sale or, in case of\nprivate sale or other disposition other than a public sale, the time after which\nthe private sale or other such disposition is to be made. In case of sale at\nbroker's board or on a securities exchange, such notice shall state the board or\nexchange at which such sale is to be made and the day on which the Collateral or\nthat portion thereof so being sold will first be offered for sale at such board\nor exchange. Any public sale shall be held at such time or times, within the\nordinary business hours and at such place or places, as Secured Party may fix in\nthe notice of such sale. At any sale the Collateral may be sold in one lot as an\nentirety or in separate parcels as Secured Party may determine. Secured Party\nshall not be obligated to make any sale pursuant to any such notice. Secured\nParty may, without notice or publication, adjourn any public or private sale or\ncause the same to be adjourned from time to time by announcement at any time and\nplace fixed for the sale, and such sale may be made at any time or place to\nwhich the same may be so adjourned. Each and every method of disposition\ndescribed in this Section shall constitute disposition in a commercially\nreasonable manner. Each Obligor, to the extent applicable, shall remain liable\nfor any deficiency.\n\n                                       12\n\n \n     (d) Secured Party shall have all the rights of a secured party after\ndefault under the Uniform Commercial Code of Texas and in conjunction with, in\naddition to or in substitution for those rights and remedies:\n\n          (i) Secured Party may require Debtor to assemble the Collateral and\n     make it available at a place Secured Party designates which is mutually\n     convenient to allow Secured Party to take possession or dispose of the\n     Collateral; and\n\n          (ii)  it shall not be necessary that Secured Party or any Lender take\n     possession of the Collateral or any part thereof before the time that any\n     sale pursuant to the provisions of this Article is conducted and it shall\n     not be necessary that the Collateral or any part thereof be present at the\n     location of such sale; and\n\n          (iii)  before application of proceeds of disposition of the Collateral\n     to the Debt, such proceeds shall be applied to the reasonable and\n     customary, out-of-pocket expenses of retaking, holding, preparing for sale\n     or lease, selling, leasing, licensing, sublicensing and the like and the\n     reasonable and customary out-of-pocket attorneys' fees and legal expenses\n     incurred by Secured Party, each Obligor, to the extent applicable, to\n     remain liable for any deficiency; and\n\n          (iv)  the sale by Secured Party of less than the whole of the\n     Collateral shall not exhaust the rights of Secured Party hereunder, and\n     Secured Party is specifically empowered to make successive sale or sales\n     hereunder until the whole of the Collateral shall be sold; and, if the\n     proceeds of such sale of less than the whole of the Collateral shall be\n     less than the aggregate of the Debt, this Agreement and the Liens created\n     hereby shall remain in full force and effect as to the unsold portion of\n     the Collateral just as though no sale had been made; and\n\n          (v) in the event any sale hereunder is not completed or is defective\n     in the opinion of Secured Party, such sale shall not exhaust the rights of\n     Secured Party hereunder and Secured Party shall have the right to cause a\n     subsequent sale or sales to be made hereunder; and\n\n          (vi)  any and all statements of fact made in any bill of sale or\n     assignment or other instrument evidencing any foreclosure sale hereunder\n     shall be taken as rebuttable evidence of the truth of the facts so stated;\n     and\n\n          (vii) Secured Party may appoint or delegate any one or more persons as\n     agent to perform any act or acts necessary or incident to any sale held by\n     Secured Party, including the sending of notices and the conduct of sale,\n     but in the name and on behalf of Secured Party; and\n\n          (viii) demand of performance, advertisement and presence of Property\n     at sale are hereby WAIVED and Secured Party is hereby authorized to sell\n     hereunder any evidence of \n\n                                       13\n\n \n     debt it may hold as security for the Debt. Except as provided herein or in\n     any other Loan Document, all demands and presentments of any kind or nature\n     are expressly WAIVED by Debtor. Debtor WAIVES the right to require Secured\n     Party or any Lender to pursue any other remedy for the benefit of Debtor\n     and agrees that Secured Party or any Lender may proceed against any Obligor\n     for the amount of the Debt owed to Secured Party or any Lender without\n     taking any action against any other Obligor or any other Person and without\n     selling or otherwise proceeding against or applying any of the Collateral\n     in Secured Party's possession.\n\n     7.2  All remedies expressly provided for in this Agreement are cumulative\nof any and all other remedies existing at law or in equity and are cumulative of\nany and all other remedies provided for in any other instrument securing the\npayment of the Debt, or any part thereof, or otherwise benefiting Secured Party\nor any Lender, and the resort to any remedy provided for hereunder or under any\nsuch other instrument or provided for by law shall not prevent the concurrent or\nsubsequent employment of any other appropriate remedy or remedies.\n\n     7.3  Secured Party or any Lender may resort to any security given by this\nAgreement or to any other security now existing or hereafter given to secure the\npayment of the Debt, in whole or in part, and in such portions and in such order\nas may seem best to Secured Party or such Lender, as the case may be, in its\nsole discretion, and any such action shall not in anywise be considered as a\nwaiver of any of the rights, benefits or security interests evidenced by this\nAgreement.\n\n     7.4  To the full extent Debtor may do so, Debtor agrees that Debtor will\nnot at any time insist upon, plead, claim or take the benefit or advantage of\nany law now or hereafter in force providing for any stay, extension or\nredemption; and Debtor, for Debtor and for any and all Persons ever claiming any\ninterest in the Collateral, to the extent permitted by law, hereby WAIVES and\nreleases all rights of redemption, stay of execution, notice of intention to\nmature or to declare due the whole of the Debt, notice of election to mature or\nto declare due the whole of the Debt and all rights to a marshaling of the\nassets of Debtor, including the Collateral, or to a sale in inverse order of\nalienation in the event of foreclosure of the security interest hereby created.\n\n                                   ARTICLE 8\n                             ADDITIONAL AGREEMENTS\n\n     8.1  Subject to the automatic reinstatement provisions of Section 8.22\nbelow, upon full satisfaction of the Debt and final termination of each Lender's\nRevolving Loan Commitment, all rights under this Agreement shall terminate and\nthe Collateral shall become wholly clear of the security interest evidenced\nhereby, and upon written request by Debtor such security interest shall be\nreleased by Secured Party in due form and at Debtor's cost.\n\n     8.2  Secured Party or any Lender may waive any default without waiving any\nother prior or subsequent default.  Secured Party or any Lender may remedy any\ndefault without waiving the default remedied.  The failure by Secured Party or\nany Lender to exercise any right, power or remedy \n\n                                       14\n\n \nupon any default shall not be construed as a waiver of such default or as a\nwaiver of the right to exercise any such right, power or remedy at a later date.\nNo single or partial exercise by Secured Party or any Lender of any right, power\nor remedy hereunder shall exhaust the same or shall preclude any other or\nfurther exercise thereof, and every such right, power or remedy hereunder may be\nexercised at any time and from time to time. No modification or waiver of any\nprovision hereof nor consent to any departure by Debtor therefrom shall in any\nevent be effective unless the same shall be in writing and signed by Secured\nParty (and, if required by Section 11.5 of the Loan Agreement, the Lenders), and\nthen such waiver or consent shall be effective only in the specific instances,\nfor the purpose for which given and to the extent therein specified. No notice\nto nor demand on Debtor in any case shall of itself entitle Debtor to any other\nor further notice or demand in similar or other circumstances. Acceptance by\nSecured Party or any Lender of any payment in an amount less than the amount\nthen due on the Debt shall be deemed an acceptance on account only and shall not\nin any way affect the existence of a default hereunder.\n\n     8.3  Subject to Section 11.5 of the Loan Agreement, Secured Party may at\nany time and from time to time in writing (a) waive compliance by Debtor with\nany covenant herein made by Debtor to the extent and in the manner specified in\nsuch writing; (b) consent to Debtor's doing any act which hereunder Debtor is\nprohibited from doing, or consent to Debtor's failing to do any act which\nhereunder Debtor is required to do, to the extent and in the manner specified in\nsuch writing; (c) release any part of the Collateral, or any interest therein,\nfrom the security interest of this Agreement; or (d) release any Person liable,\neither directly or indirectly, for the Debt or for any covenant herein or in any\nother instrument now or hereafter securing the payment of the Debt, without\nimpairing or releasing the liability of any other Person.  No such act shall in\nany way impair the rights of Secured Party or any Lender hereunder except to the\nextent specifically agreed to by Secured Party or such Lender in such writing.\n\n     8.4  Neither Secured Party nor any Lender shall be required to take any\nsteps necessary to preserve any rights against prior parties to any of the\nCollateral.\n\n     8.5  A carbon, photographic or other reproduction of this Agreement or of\nany financing statement relating to this Agreement shall be sufficient as a\nfinancing statement.\n\n     8.6  Debtor will cause all financing statements and continuation statements\nrelating hereto to be recorded, filed, re-recorded and refiled in such manner\nand in such places as Secured Party shall reasonably request and will pay all\nsuch recording, filing, re-recording, and refiling taxes, fees and other\ncharges.\n\n     8.7  In the event the ownership of the Collateral or any part thereof\nbecomes vested in a Person other than Debtor, Secured Party and each Lender may,\nwithout notice to Debtor, deal with such successor or successors in interest\nwith reference to this Agreement and to the Debt in the same manner as with\nDebtor, without in any way vitiating or discharging Debtor's liability hereunder\nor upon the Debt.  No sale of the Collateral, and no forbearance on the part of\nSecured Party or any Lender and no extension of the time for the payment of the\nDebt given by Secured Party or any \n\n                                       15\n\n \nLender shall operate to release, discharge, modify, change or affect, in whole\nor in part, the liability of Debtor hereunder for the payment of the Debt or the\nliability of any other Obligor for the payment of the Debt, except as agreed to\nin writing by Secured Party or as expressly provided in the Loan Agreement.\n\n     8.8  Any other or additional security taken for the payment of any of the\nDebt shall not in any manner affect the security given by this Agreement.\n\n     8.9  To the extent that proceeds of the Debt are used to pay indebtedness\nsecured by any outstanding Lien against the Collateral, such proceeds have been\nadvanced by Lenders at Debtor's request, and Secured Party, on behalf of\nLenders, shall be subrogated to any and all rights and Liens owned by any owner\nor holder of such outstanding Lien, irrespective of whether said Lien is\nreleased.\n\n     8.10  If any part of the Debt cannot be lawfully secured by this Agreement,\nor if the Liens of this Agreement cannot be lawfully enforced to pay any part of\nthe Debt, then and in either such event, at the option of Secured Party, all\npayments on the Debt shall be deemed to have been first applied against that\npart of the Debt.\n\n     8.11  Secured Party may assign this Agreement so that the assignee shall be\nentitled to the rights and remedies of Secured Party hereunder.\n\n     8.12  Subject to Section 11.5 of the Loan Agreement, this Agreement shall\nnot be changed orally but shall be changed only by agreement in writing signed\nby Debtor and Secured Party.  No course of dealing between the parties, no usage\nof trade and no parole or extrinsic evidence of any nature shall be used to\nsupplement or modify any of the terms or provisions of this Agreement.\n\n     8.13 Any notice, request or other communication required or permitted to be\ngiven hereunder shall be given as provided in the Loan Agreement.\n\n     8.14  This Agreement shall be binding upon Debtor, and the trustees,\nreceivers, successors and assigns of Debtor, including all successors in\ninterest of Debtor in and to all or any part of the Collateral, and shall\nbenefit Secured Party and its successors and assigns.\n\n     8.15  If any provision of this Agreement is held to be illegal, invalid or\nunenforceable under present or future laws, the legality, validity and\nenforceability of the remaining provisions of this Agreement shall not be\naffected thereby, and this Agreement shall be liberally construed so as to carry\nout the intent of the parties to it.  Each waiver in this Agreement is subject\nto the overriding and controlling rule that it shall be effective only if and to\nthe extent that (a) it is not prohibited by applicable law and (b) applicable\nlaw neither provides for nor allows any material sanctions to be imposed against\nSecured Party for having bargained for and obtained it.\n\n                                       16\n\n \n     8.16  Secured Party and each Lender shall be deemed to have exercised\nreasonable care in the custody and preservation of any of the Collateral in its\npossession if it takes such action for that purpose as Debtor requests in\nwriting, but failure of Secured Party or any Lender to comply with such request\nshall not of itself be deemed a failure to have exercised reasonable care, and\nno failure of Secured Party or any Lender to take any action so requested by\nDebtor shall be deemed a failure to exercise reasonable care in the custody or\npreservation of such Collateral.  Neither Secured Party nor any Lender shall be\nresponsible in any way for any depreciation in the value of the Collateral, nor\nshall any duty or responsibility whatsoever rest upon Secured Party or any\nLender to take any steps to preserve rights against prior parties or to enforce\ncollection of the Collateral by legal proceedings or otherwise, the sole duty of\nSecured Party being to receive collections, remittances and payments on such\nCollateral as and when made and received by Secured Party and to apply the\namount or amounts so received, after deduction of any collection costs incurred,\nas payment upon any of the Debt or to hold the same for the account and order of\nDebtor.\n\n     8.17  In the event Debtor instructs Secured Party or any Lender, in writing\nor orally, to deliver any or all of the Collateral to a third Person, and\nSecured Party or any Lender agrees to do so, the following conditions shall be\nconclusively deemed to be a part of Secured Party's or such Lender's agreement,\nwhether or not they are specifically mentioned to Debtor at the time of such\nagreement: (i) Neither Secured Party nor any Lender shall assume any\nresponsibility for checking the genuineness or authenticity of any Person\npurporting to be a messenger, employee or representative of such third Person to\nwhom Debtor has directed Secured Party or any Lender to deliver the Collateral,\nor the genuineness or authenticity of any document of instructions delivered by\nsuch Person; (ii) Debtor will be considered by requesting any such delivery to\nhave assumed all risk of loss as to the Collateral; (iii) Secured Party's and\nLender's sole responsibility will be to deliver the Collateral to the Person\npurporting to be such third Person described by Debtor, or a messenger, employee\nor representative thereof; and (iv) Secured Party and Debtor hereby expressly\nagree that the foregoing actions by Secured Party or any Lender shall constitute\nreasonable care.\n\n     8.18  The pronouns used in this Agreement are in the masculine and neuter\ngenders but shall be construed as feminine, masculine or neuter as occasion may\nrequire.  'Secured Party', 'Obligor' and 'Debtor' as used in this Agreement\ninclude the heirs, devisees, executors, administrators, personal\nrepresentatives, trustees, beneficiaries, conservators, receivers, successors\nand assigns of those parties.\n\n     8.19  The section headings appearing in this Agreement have been inserted\nfor convenience only and shall be given no substantive meaning or significance\nwhatever in construing the terms and provisions of this Agreement.  Terms used\nin this Agreement which are defined in the Texas Uniform Commercial Code are\nused with the meanings as therein defined.  Wherever the term 'including' or a\nsimilar term is used in this Agreement, it shall be read as if it were written\n'including by way of example only and without in any way limiting the generality\nof the clause or concept referred to.'\n\n                                       17\n\n \n     8.20  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH\nTHE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM\nTIME TO TIME IN EFFECT.\n\n     8.21  Debtor agrees that, if at any time all or any part of any payment\npreviously applied by Secured Party or any Lender to the Debt is or must be\nreturned by Secured Party or any Lender--or recovered from Secured Party or any\nLender--for any reason (including the order of any bankruptcy court), this\nAgreement shall automatically be reinstated to the same effect, as if the prior\napplication had not been made.  Debtor hereby agrees to indemnify Secured Party\nand Lenders against, and to save and hold Secured Party and Lenders harmless\nfrom any required return by Secured Party or any Lender--or recovery from\nSecured Party or any Lender--of any such payments because of its being deemed\npreferential under applicable bankruptcy, receivership or insolvency laws, or\nfor any other reason.\n\n     8.22  This Agreement and the other Loan Documents embody the entire\nagreement and understanding between Secured Party and Debtor with respect to\ntheir subject matter and supersede all prior conflicting or inconsistent\nagreements, consents and understandings relating to such subject matter.  Debtor\nacknowledges and agrees there is no oral agreement between Debtor and Secured\nParty which has not been incorporated in this Agreement and the other Loan\nDocuments.\n\n     8.23  Secured Party may from time to time and at any time, without any\nnecessity for any notice to or consent by Debtor or any other Person, release\nall or any part of the Collateral from the Liens created pursuant to of this\nAgreement, with or without cause, including as a result of any determination by\nSecured Party that the Collateral or any portion thereof contains or has been\ncontaminated by or releases or discharges any hazardous or toxic waste, material\nor substance.\n\n     EXECUTED as of the date first set forth above.\n\n                              'DEBTOR'\n\n                              BOOTS &amp; COOTS INTERNATIONAL WELL\n                              CONTROL, INC., a Delaware corporation\n\n\n                              By:\n                                 ---------------------------------------\n                              Name:\n                                    ------------------------------------\n                              Title:\n                                    ------------------------------------\n\n                                       18\n\n \n                              'SECURED PARTY'\n\n                              COMERICA BANK-TEXAS, as Agent\n\n\n                              By:\n                                 ---------------------------------------\n                              Name:\n                                    ------------------------------------\n                              Title:\n                                    ------------------------------------\n\n\nExhibit A - Stock (With Percentage of Issuer's Equity Pledged)\n\n                                       19\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924,7154],"corporate_contracts_industries":[9415,9413],"corporate_contracts_types":[9560,9570],"class_list":["post-41292","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_companies-comerica-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41292","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=41292"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41292"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41292"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41292"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}