-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+HGWuifYeq2MKnX09ylUygsfZO7s3vg8KxRY63M+FmD3V740pSAPrPQcoN0DLR/ sMX2wPkHklzwGODRd7EYDA== 0000928054-02-000034.txt : 20020814 0000928054-02-000034.hdr.sgml : 20020814 20020814180148 ACCESSION NUMBER: 0000928054-02-000034 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 900023731 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 02737765 BUSINESS ADDRESS: STREET 1: 7030 EMPIRE CENTRAL DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7138499911 MAIL ADDRESS: STREET 1: 7030 EMPIRE CENTRAL DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 10QSB 1 form10qjune02.txt FORM 10QSB JUNE 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2002 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File Number 1-13270 FLOTEK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 90-0023731 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 7030 Empire Central Drive, Houston TX 77040 Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 849-9911 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [x] No [_] The number of shares of the Registrant's common stock outstanding on August 14, 2002 was 4,910,812. Transitional Small Business Disclosure Format (check one): Yes [_] No [x] PART 1 Item 1 - Financial Information
FLOTEK INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 2002 2001 ----------------- ------------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents......................................... $ 9,575 $ 240,438 Accounts receivable, less reserve of $6,029 and $208,333, as of June 30, 2002 and December 31, 2001, respectively...................................................... 3,589,565 2,189,566 Inventories and work in progress.................................. 2,712,591 3,704,153 Other current assets.............................................. 194,785 24,735 ------------ ------------ Total current assets......................................... 6,506,516 6,158,892 ------------ ------------ Property and equipment, net........................................... 4,566,666 3,671,939 Goodwill, net......................................................... 13,319,090 13,111,840 Patents and other intangibles, net.................................... 279,444 191,333 Other assets.......................................................... 43,064 87,253 ------------ ------------ Total assets................................................. $ 24,714,780 $ 23,221,257 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.................................................. $ 2,767,210 $ 2,225,219 Accrued liabilities............................................... 222,812 722,910 Amounts due to related parties.................................... 120,839 132,855 Notes payable..................................................... 2,973,670 1,282,966 Current portion of long-term debt................................. 1,172,521 876,737 Capital lease obligations, current portion........................ 32,290 633,894 ------------ ------------ Total current liabilities.................................... 7,289,342 5,874,581 ------------ ------------ Long-term debt....................................................... 3,325,982 3,339,970 Capital lease obligations, long-term................................. 1,350,661 - Stockholders' equity: Preferred stock, $.0001 par value, 100,000 shares authorized, no shares issued................................................ - - Common stock, $.0001 par value, 20,000,000 shares authorized, 4,910,812 and 4,850,696 shares issued and outstanding as of June 30, 2002 and December 31, 2001, respectively.............................. 491 485 Additional paid-in capital....................................... 15,762,346 15,572,886 Accumulated deficit.............................................. (3,014,042) (1,566,665) ------------ ------------ Total stockholders' equity................................... 12,748,795 14,006,706 ------------ ------------ Total liabilities and stockholders' equity................... $ 24,714,780 $ 23,221,257 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 2 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------ ------------------------------------- 2002 2001 2002 2001 ---------------- ----------------- ------------------ ----------------- Revenues.................................. $ 3,380,294 $ 2,516,757 $ 7,039,877 $ 5,206,438 Cost of revenues.......................... 2,371,961 1,701,313 4,470,774 3,258,498 ------------- ------------- ------------ ------------ Gross margin.............................. 1,008,333 815,444 2,569,103 1,947,940 ------------- -------------- ------------ ------------ Expenses: Selling, general and administrative.... 1,752,941 965,514 3,336,671 2,219,254 Depreciation and amortization.......... 170,309 158,897 318,854 294,326 Research and development............... 81,108 4,308 85,650 5,364 ------------- ------------- ------------ ------------ Total expenses....................... 2,004,358 1,128,719 3,741,175 2,518,944 ------------- ------------- ------------ ------------ Loss from operations...................... (996,025) (313,275) (1,172,072) (571,004) Other income (expense): Interest expense....................... (183,987) (131,181) (276,415) (224,240) Interest income........................ - 12,892 - 37,751 Other, net............................. (611) - 1,110 44,100 ------------- ------------- ------------ ------------ Total other income (expense)........ (184,598) (118,289) (275,305) (142,389) ------------- ------------- ------------ ------------ Net loss.................................. $ (1,180,623) $ (431,564) $ (1,447,377) $ (713,393) ============= ============= ============ ============ Basic and diluted net loss per common share............................. $ (.240) $ (.147) $ (.295) $ (.262) ============= ============= ============ ============ Weighted average number of shares outstanding....................... 4,910,812 2,942,247 4,901,608 2,723,010 ============= ============= ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Common Stock Additional ------------ Paid-in Accumulated Shares Amount Capital Deficit Total ------ ------ ------- ------- ----- Balance at December 31, 2001................. 4,850,696 $ 485 $ 15,572,886 $ (1,566,665) $ 14,006,706 Common stock issued in acquisitions.......... 60,116 6 189,460 - 189,466 Net loss..................................... - - - (1,447,377) (1,447,377) --------- ------- ------------ ------------- ------------ Balance at June 30, 2002..................... 4,910,812 $ 491 $ 15,762,346 $ (3,014,042) $ 12,748,795 ========= ======= ============ ============= ============
The accompanying notes are an integral part of these consolidated financial statements. 4 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, ------------------------------------ 2002 2001 ----------------- ---------------- Cash flows from operating activities: Net loss..................................................... $ (1,447,377) $ (713,393) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization........................... 318,854 297,897 Imputed interest expense................................ - 10,998 Gain on sale of assets.................................. - (38,963) (Increase) decrease in: Accounts receivable................................... (1,399,999) (525,279) Inventories and work in progress...................... 991,562 1,238,492 Other current assets.................................. (170,050) (109,183) Accounts payable and accrued liabilities.............. 41,893 650,947 ------------- ------------- Net cash provided by (used in) operating activities......................................... (1,665,117) 811,516 ------------- ------------- Cash flows from investing activities: Acquisition of subsidiaries, net............................ (122,250) (7,075,124) Capital expenditures........................................ (1,197,228) (668,036) Proceeds from sales of assets............................... - 243,536 Deposits and other.......................................... 44,189 (63,277) ------------- ------------- Net cash used in investing activities................ (1,275,289) (7,562,901) ------------- ------------- Cash flows from financing activities: Issuance of stock for cash.................................. - 4,262,000 Proceeds from borrowings.................................... 2,580,117 2,314,277 Proceeds from sale/leaseback transaction.................... 761,000 - Repayments of indebtedness.................................. (607,615) (353,271) Proceeds from (payments to) related parties................. (12,016) (300,765) Principal payments on capital leases........................ (11,943) (12,000) ------------- ------------- Net cash provided by financing activities............ 2,709,543 5,910,241 ------------- ------------- Net increase (decrease) in cash and cash equivalents............. (230,863) (841,144) Cash and cash equivalents - beginning of period.................. 240,438 1,293,142 -------------- ------------- Cash and cash equivalents - end of period........................ $ 9,575 $ 451,998 ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
5 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Six Months Ended June 30, ---------------------------------------- 2002 2001 ------------------ ------------------ Supplemental schedule of noncash investing and financing activities: Land and building acquired under capital lease................ $ - $ 630,794 =========== =========== Supplemental disclosures of cash flow information: Acquisition of subsidiaries: Assets (liabilities) acquired: Cash....................................................... $ - $ 224,584 Accounts receivable........................................ - 1,104,156 Inventories and work in progress........................... - 1,278,812 Other current assets....................................... - 9,080 Property and equipment..................................... - 1,418,879 Marketable securities...................................... - 204,573 Patents and other intangibles.............................. 104,466 - Goodwill................................................... 207,250 7,596,345 Other assets............................................... - 133,878 Debt....................................................... - (495,829) Accounts payable and accrued liabilities................... - (974,770) ----------- ----------- 311,716 10,499,708 Common stock issued.......................................... (189,466) (1,800,000) Promissory notes issued...................................... - (1,400,000) ----------- ----------- Net cash paid to sellers and transaction costs............. $ 122,250 $ 7,299,708 =========== =========== Cash paid for interest......................................... $ 254,721 $ 224,240 =========== ===========
6 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - General The consolidated condensed financial statements included herein are unaudited and have been prepared by Flotek Industries, Inc. (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information relating to the Company's organization and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted in this Form 10-QSB pursuant to such rules and regulations. These financial statements reflect all adjustments which the Company considers necessary for the fair presentation of such financial statements for the interim periods presented and the Company believes that the disclosures included herein are adequate to make the interim information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Note 2 - Acquisitions In January 2002, the Company issued 26,116 shares of common stock valued at $82,309 to the former shareholders of Material Translogistics, Inc. ("MTI"). Under the original acquisition agreement, which had an effective date of June 29, 2001, the shareholders of MTI could receive up to 52,232 additional shares of common stock, contingent upon the execution of two future contracts. One of these contracts became effective in January 2002 and the shares issued above relate to that contract. The other contract had not been executed as of June 30, 2002. On February 19, 2002, the Company acquired 100% of the common stock of IBS 2000, Inc. ("IBS"), a Denver-based company engaged in the development and manufacturing of environmentally neutral chemicals for the oil industry. IBS is in the development stage and has had limited operating history. The Company paid $100,000 in cash and issued 34,000 shares of common stock valued at $107,157 to acquire IBS. Including legal and other transaction costs, the acquisition resulted in the recording of approximately $197,000 of goodwill and other intangibles. Note 3 - Stock Settlement In early 2002, the Company became aware of an accounting issue regarding the application of the percentage of completion accounting method in one of the subsidiaries of CESI prior to the Merger, during the time CESI was a private company. Further review resulted in adjustments to the financial statements to reflect a proper application of the percentage of completion accounting method. These adjusted financial statements differed materially from the ones provided to the Company by CESI prior to the Merger. After discussions with representatives of CESI, certain former shareholders of CESI agreed to surrender 180,000 of the common shares which were received by them pursuant to the Merger. On July 19, 2002, these shares were redistributed for the benefit of the shareholders of Flotek Industries, Inc. other than former CESI shareholders. This was accomplished by declaring a stock dividend to all shareholders and securing the agreement of all former CESI shareholders to waive their beneficial interest in the stock dividend. The stock dividend was also waived by all other shareholders who received shares subsequent to the Merger. The net effect of these transactions was to distribute 180,000 shares to the shareholders of Flotek Industries, Inc. Accordingly, with the cancellation of the 180,000 shares surrendered by certain CESI shareholders, there was no net change in the outstanding shares of the Company as a result of this settlement. 7 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 4 - Accounts Receivable At June 30, 2002, the Company had approximately $2,032,000 of accounts receivable from a customer in Venezuela, of which $1,403,000 arose from goods shipped in the first half of 2002 and $629,000 was recorded prior to December 31, 2001. As a result of political instability and work disruptions in the country, these amounts have not been paid within the customary payment terms for this customer and no payments had been received through March 2002. The ultimate customer for these goods is PDVSA, the national oil company of Venezuela. Our customer holds a contract to deliver over $5 million of our proprietary products to PDVSA during the next three years. However, PDVSA has delayed acceptance of the majority of the goods shipped until its field operations return to higher activity levels. Our customer is unable to pay for the goods until payment has been received from PDVSA. In the second quarter of 2002 we were informed by PDVSA that field operations would return to higher levels of activity and that acceptance of goods shipped would begin. We received a $200,000 payment in the second quarter, $150,000 in July and product receipts by PDVSA are continuing into the third quarter. We expect to collect the entire June 30, 2002 outstanding balance and have not provided a reserve for doubtful accounts associated with this balance. Note 5 - Inventories and Work in Progress Inventories consist of raw materials, finished goods and parts and materials used in manufacturing and construction operations. Finished goods inventories include raw materials, direct labor and production overhead. Inventories are carried at the lower of cost or market using the average cost method. The Company maintains a reserve for impaired or obsolete inventory, which is reviewed for adequacy on a periodic basis. Work in progress consists of percentage of completion revenues recognized in excess of customer billings plus any provision for estimated losses on contracts. The components of inventories and work in progress at June 30, 2002 and December 31, 2001 were as follows:
June 30, December 31, 2002 2001 ------------------ ------------------ Raw materials...................................... $ 347,931 $ 496,332 Finished goods..................................... 1,725,207 1,856,011 Manufacturing parts and materials.................. 506,160 708,036 Work in progress................................... 421,783 1,000,799 Inventory valuation reserve........................ (288,490) (357,025) ----------- ----------- Inventories and work in progress, net......... $ 2,712,591 $ 3,704,153 =========== ===========
8 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 6 - Property and Equipment At June 30, 2002 and December 31, 2001, property and equipment were comprised of the following:
June 30, December 31, 2001 2002 ------------------ ------------------ Land............................................... $ 138,700 $ 145,000 Buildings and leasehold improvements............... 2,224,430 2,115,078 Machinery and equipment............................ 1,150,411 1,195,632 Construction in progress........................... 928,626 - Furniture and fixtures............................. 67,935 67,936 Transportation..................................... 620,407 456,690 Computer equipment................................. 90,451 76,497 ----------- ----------- Total property and equipment................... 5,220,961 4,056,833 Less accumulated depreciation..................... 654,295 384,894 ----------- ----------- Net property and equipment.................... $ 4,566,666 $ 3,671,939 =========== ===========
Note 7 - Goodwill Goodwill represents the excess of cost over the fair value of net assets of companies acquired in business combinations accounted for using the purchase method. Goodwill acquired in business combinations prior to June 30, 2001 had been amortized using the straight-line method over an estimated useful life of 20 years. In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized but instead be reviewed periodically for possible impairment. The Company has adopted SFAS No. 142 effective January 1, 2002 and will no longer amortize goodwill. 9 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Comparative Proforma results of adopting SFAS 142 follow:
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------ ------------------------------------ 2002 2001 2002 2001 ---------------- ----------------- ---------------- ----------------- Net Income (Loss): Reported net income (loss)............. $ (1,180,623) $ (431,564) $ (1,447,377) $ (713,393) Goodwill amortization.................. - 87,000 - 170,181 ------------ ----------- ------------ ------------ Proforma net income (loss)............. $ (1,180,623) $ (344,564) $ (1,447,377) $ (543,212) ============ ============ ============ ============ Basic and Diluted earnings per share: Reported net income (loss)............. $ (.240) $ (.147) $ (.295) $ (.262) Goodwill amortization.................. - .030 - .062 ------------ ----------- ------------ ------------ Proforma net income (loss)............. $ (.240) $ (.117) $ (.295) $ (.20) ============ =========== ============ ============
Under SFAS 142, the Company must complete its initial assessment of goodwill for possible impairment no later than December 31, 2002. This impairment test is required to be performed for each reporting unit. As of June 30, 2002, the Company had net goodwill of approximately $1.3 million attributable to its Equipment Manufacturing segment. This segment has experienced significant operating losses in recent periods and may be subject to impairment under SFAS 142. However, the Company has not reached a final determination of any potential impairment of goodwill at this time. Additionally, the Company will also assess the goodwill associated with the other segments for potential impairment under SFAS 142, although the other segments have been profitable. Note 8 - Capital Lease Obligation On February 28, 2002, the Company sold its rights and obligation to purchase the land and buildings covered by a capital lease obligation, together with capital improvements to the property totaling approximately $750,000, to Oklahoma Facilities, LLC ("Facilities"). An officer of the Company has a minority investment interest in and is an officer of Facilities. The total consideration at closing was $1,400,000, with net cash proceeds to the Company of $761,000. The transaction did not generate any gain or loss. The Company simultaneously entered into a lease agreement with Facilities under which it is obligated to pay average rent of $18,000 per month for a fixed term of ten years. The Company has the right to buy the property at any time during the first two years of the lease for a fixed price of $1,400,000. The Company also has the option to purchase the building for a fixed price of $420,000 at the end of the ten-year lease term. 10 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 9 - Notes Payable Notes payable at June 30, 2002 and December 31, 2001 consisted of the following:
June 30, December 31, 2002 2001 ---- ---- Revolving line of credit, secured by accounts receivable and inventory, bearing interest at the prime rate plus 1.25%, due in May 2003, with maximum borrowings of $1,414,035 (1)................................... $ 1,414,035 $ 1,252,966 Revolving line of credit, secured by accounts receivable and inventory, bearing interest at the prime rate plus 1.25%, due in January 2003, with maximum borrowings of $1,608,100 (2).............................. 1,529,635 - Other notes payable...................................................... 30,000 30,000 ----------- ----------- Total notes payable.................................................... $ 2,973,670 $ 1,282,966 =========== =========== (1) Limited to a borrowing base amount calculated as 60% of eligible accounts receivable and inventory. (2) Limited to a borrowing base amount calculated as 50% of eligible accounts receivable and inventory. Note 10 - Long-Term Debt Long-term debt at June 30, 2002 and December 31, 2001, consisted of the following: June 30, December 31, 2002 2001 ---- ---- Notes payable to shareholders of acquired businesses, unsecured, bearing interest at 9% payable quarterly, due in five annual installments of $200,000 each beginning January 2002.................................. $ 800,000 $ 1,000,000 Note payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $39,812 including interest, due in January 2008 2,271,933 2,439,532 Note payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $14,823 including interest, due in September 2004........................................................ 387,680 464,538 Construction loan payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $25,923 including interest, due in January 2005....................................................... 709,325 - Mortgage note on property, bearing interest at 10%, payable in monthly installments of $1,451 including interest, with final payment of $111,228 due in December 2002......................................... 112,908 115,877 Notes payable to Duncan Area Economic Development Foundation, unsecured, interest at 6%, payable in monthly installments of $1,934 including interest, due in May 2006............................................. 79,102 87,620 Secured vehicle and other equipment loans.................................. 137,555 109,140 ----------- ----------- Total................................................................. 4,498,503 4,216,707 Less current maturities............................................... 1,172,521 876,737 ----------- ----------- Long-term debt.................................................... $ 3,325,982 $ 3,339,970 =========== ===========
11 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 10 - Long-Term Debt (Continued) The revolving lines of credit and bank notes payable are owed to the Company's primary lending bank and are secured by substantially all of the assets of the Company. They have also been personally guaranteed by an officer of the Company. Note 11 - Net Loss Per Common Share Net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Dilutive loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding. There were no potentially dilutive common shares as of June 30, 2002 or December 31, 2001. Note 12 - Segment Information The Company has three reportable segments, as follows: o The Specialty Chemicals segment develops, manufactures, packages and sells chemicals used by other oilfield service companies in oil and gas well stimulation, cementing and production. o The Equipment Manufacturing segment designs, manufactures and rebuilds specialized cementing and stimulation equipment, including heavy vehicles used for pressure pumping, blending and bulk material transport. This segment also designs, constructs and manages automated bulk material handling and loading facilities for other oilfield service companies. o The Downhole Equipment segment manufactures and markets the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers. The Company's reportable segments are strategic business units that offer different products and services. Each business segment requires different technology and marketing strategies and is managed independently. The accounting policies used in each of the segments are the same as those described in the significant accounting policies. The Company evaluates the performance of its operating segments based on operating income excluding goodwill amortization and unusual charges. Intersegment sales and transfers are not material. 12 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table presents the revenues and operating income by business segment and on a comparable basis:
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ---------------------------------- 2002 2001 2002 2001 --------------- ---------------- ---------------- ---------------- Revenues: Specialty Chemicals.................. $ 1,597,409 $ 1,828,400 $ 2,900,339 $ 3,818,510 Equipment Manufacturing.............. 1,096,315 688,357 2,206,483 1,387,928 Downhole Equipment................... 686,570 - 1,933,055 - ----------- ----------- ----------- ----------- Consolidated....................... $ 3,380,294 $ 2,516,757 $ 7,039,877 $ 5,206,438 =========== =========== =========== =========== Income (loss) from operations: Specialty Chemicals.................. $ 142,228 $ 274,897 $ 260,732 $ 711,722 Equipment Manufacturing.............. (673,863) (390,558) (870,846) (940,804) Downhole Equipment................... (57,836) - 396,669 - Corporate and Other.................. (406,554) (197,614) (958,627) (341,922) ----------- ----------- ----------- ----------- Consolidated....................... $ (996,025) $ (313,275) $ 1,172,072 $ (571,004) =========== =========== =========== ===========
Note 13 - Subsequent Events (Unaudited) On July 25, 2002, the Company borrowed $500,000 under a promissory note from Oklahoma Facilities LLC ("Facilities"). An officer of the Company has a minority investment interest in and is an officer of Facilities. The note is secured by an account receivable from the Company's major customer in Venezuela. The note bears interest at 4.25% over prime with payments of interest only for the first three months and fixed payments of $8,045 per month thereafter. The note is due upon the collection of the account receivable, but in any event must be paid in full by August 1, 2003. Proceeds from the loan will be used to meet general corporate purposes. At June 30, 2002 the Company was not in compliance on its borrowing base requirements for its revolving lines of credit as detailed in Footnote 9 to the Consolidated Financial Statements due primarily to the over 90 day accounts receivable that are excluded from the eligible asset base in the borrowing base calculation. The majority, approximately $1,594,000 of the over 90 day accounts receivable relates to amounts due from a customer in Venezuela as further explained in Footnote 4 to the Consolidated Financial Statements. On August 8, 2002, the Lender for the revolving lines of credit, granted the Company a 90 day waiver from excluding the over 90 day accounts receivable in the borrowing base calculation. The wavier expires on October 1, 2002. With the wavier, the Company is in compliance with its revolving line credit agreements. 13 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Business Overview Flotek was established in 1985 and is currently traded on the OTC Bulletin Board market. On October 31, 2001, the Company completed a Merger with Chemical & Equipment Specialties, Inc. ("CESI"). The Merger has been accounted for as a reverse acquisition using the purchase method of accounting. In the Merger, the shareholders of the acquired company, CESI, received the majority of the voting interests in the surviving consolidated company. Accordingly, CESI was deemed to be the acquiring company for financial reporting purposes and the historical financial statements of the Company are the historical financial statements of CESI. All of the assets and liabilities of Flotek were recorded at fair value on October 31, 2001, the date of the Merger, and the operations of Flotek have been reflected in the operations of the combined company only for periods subsequent to the date of the Merger. CESI was incorporated on June 27, 2000 to acquire businesses in the specialty chemical and equipment manufacturing segments of the oilfield service industry. It had no revenues or operations prior to the acquisitions of Esses, Inc., Plainsman Technology, Inc., Neal's Technology, Inc., and Padko International, Inc. in January 2001. It subsequently acquired Material Translogistics, Inc. in June 2001. These five companies are referred to collectively as the "CESI Acquired Businesses". The Company's product lines are divided into three segments within the oilfield service industry: o The Specialty Chemicals segment develops, manufactures, packages and sells chemicals used by other oilfield service companies in oil and gas well stimulation, cementing and production. o The Equipment Manufacturing segment designs, manufactures and rebuilds specialized cementing and stimulation equipment, including heavy vehicles used for pressure pumping, blending and bulk material transport. This segment also designs, constructs and manages automated bulk material handling and loading facilities for other oilfield service companies. o The Downhole Equipment segment manufactures and markets the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers. All of the Company's businesses serve the oil and gas industry and are affected by changes in the worldwide demand for and price of oil and natural gas. The majority of our products are dependent on the level of exploration and development activity and the completion phase of oil and gas well drilling. Other products and services, such as our Petrovalve downhole pump products and certain of our specialty chemicals are more closely tied to the production of oil and gas and are less dependent on drilling activity. The oil and gas industry has been subject to significant volatility in recent years due to changes in the demand, supply and pricing of oil and natural gas. The U.S. rig count, as measured by Baker Hughes Incorporated, began 2001 at around 1,100 active rigs and reached a peak of almost 1,300 in July 2001. During the third quarter of 2001, the demand for oil and natural gas began to weaken in response to slowing growth in worldwide economies. This resulted in a slowdown in North American drilling rig activity, with a steady decline in the rig count during the second half of 2001 until it had reached a level of just under 900 active rigs at December 31, 2001. During the quarter ended June 30, 2002, the U.S. rig count decline stopped and has steadily increased from a low of 738 to 840 active rigs working at the end of the quarter. In addition, natural gas prices and crude oil prices have maintained their stability in the second quarter compared to the first yielding approximately $3.40 per MCF and $27.00 per barrel, respectively at the end of the quarter. We anticipate that our business will benefit from these stable oil and gas commodity prices. 14 Risk Factors The Company faces various business risks specific to its industry, product lines, financial resources and competitive position, as well as general economic and financial risks. The following risk factors, among others, may cause the Company's operating results and/or financial position to be adversely affected: o The Company is dependent on the oil and gas industry, and activity levels in the industry are volatile. o Oil and gas prices are volatile and have a direct impact on the spending levels of our customers. o The oilfield service industry is highly competitive and we must compete with many companies possessing greater financial resources and better established market positions. o The introduction of new products and technologies by competitors may adversely affect the demand for our products and services. o The Company's debt service obligations may limit our ability to fund operations and capital spending or provide for future growth. o The Company may not be able to successfully manage its growth. o Changes in political conditions, governmental regulations, economic and financial market conditions, unexpected litigation and other uncertainties may have an adverse effect on our operations. Results of Operations
Six months ended June 30, 2002 2001 ----------------- ---------------- Revenues........................................... $ 7,039,877 $5,206,438 Cost of revenues................................... 4,470,774 3,258,498 ---------- ---------- Gross margin.................................... 2,569,103 1,947,940 ---------- ---------- Gross margin %.................................. 36.5% 37.4% Selling, general and administrative................ 3,336,671 2,219,254 Depreciation and amortization...................... 318,854 294,326 Research and development........................... 85,650 5,364 ---------- ---------- Total expenses.................................. 3,741,175 2,518,944 ---------- ---------- Operating income (loss)......................... (1,172,072) (571,004) ---------- ---------- Operating income (loss) %....................... (16.6%) (11.0%) Interest expense................................... (276,415) (224,240) Interest income.................................... - 37,751 Other, net......................................... 1,110 44,100 ---------- ---------- Other income (expense), net.................... (275,305) (142,389) ---------- ---------- Pre-tax income (loss).......................... $(1,447,377) $ (713,393) ========== ==========
Total revenues increased by $1,833,439 or 35.2%, in the first six months of 2002 compared to the comparable period in 2001. As discussed in the segment analysis below, the Specialty Chemicals segment experienced a significant drop in revenues in 2002 compared to 2001, while the Equipment Specialties and Downhole Equipment segments had higher revenues in the first six months of 2002, although these increases resulted primarily from business combinations whose operations were not reflected in the first quarter of 2001. 15 On an aggregate basis, the gross margin as a percentage of revenues decreased from 37.4% in 2001 to 36.5% in 2002. The gross margin is best analyzed on a segment by segment basis, discussed below, as the margin varies significantly between operating segments and can vary significantly from period to period in certain of our operating segments. Selling, general and administrative ("SG&A") costs represent the costs of selling, operations and overhead expenses not directly attributable to products sold or services rendered. The revenues from services are less than 10% of consolidated revenues and the direct costs of providing these services are included in cost of revenues. SG&A amounted to 47.4% of revenues in 2002, an increase of 4.8% of revenues from the level of 42.6% in 2001. The costs of administration increased as a result of the merger and the increased size and complexity of the Company. Also, administration costs increased in the second quarter of 2002 due to activities associated with the stock settlement as explained in Note 3 to the Consolidated Financial Statements. Interest expense increased approximately $52,000 in the first half of 2002 compared to same period in 2001. The average amount of outstanding debt under the Company's credit agreements was higher in 2002 as a result of the financing of capital expenditures and increased working capital needs during the year. In addition, payments associated with the long-term capital lease mentioned in footnote 8 to the Consolidated Financial Statements started in the second quarter of 2002. The majority of the Company's indebtedness carries a variable interest rate tied to the prime rate and is adjusted on a quarterly basis. Results by Segment Specialty Chemicals
Three Months Ended Six Months Ended June 30, June 30, -------------------------- --------------------------- 2002 2001 2002 2001 ------------ ------------- ------------ ------------ Revenues................................ $ 1,597,409 $ 1,828,400 $ 2,900,339 $ 3,818,510 Gross margin............................ $ 671,467 $ 689,672 $ 1,185,811 $ 1,698,832 Gross margin percentage............. 42.0% 37.7% 40.9% 44.5% Operating income........................ $ 142,228 $ 274,897 $ 260,732 $ 711,722 Operating margin percentage......... 8.9% 15.0% 9.0% 18.6%
Specialty Chemical revenues decreased $918,000, or 24%, in the first six months of 2002 compared to the same period in 2001. Sales in this segment are heavily dependent on drilling activity and the decrease in revenue is primarily attributable to sharply lower drilling activity in the first half of 2002 compared to 2001. Average product pricing levels in this segment declined as lower demand caused our pricing to come under pressure. The gross margin in this segment also declined from 44.5% for the first six months of 2001 to 40.9% in the same comparable period for 2002. In certain cases, in trying to maintain sales levels and market share, we sold our products at a lower gross margin. The combination of lower revenues and lower gross margins had a significant adverse effect on our operating margin and overall levels of operating income. Operating income fell $451,000, or 63%, in the first six months of 2002 compared to the same period in 2001, primarily as a result of lower revenues and gross margins. We took actions to reduce selling, general and administrative expenses in this segment to keep these costs in line with the reduced revenue levels. However, these costs could not be reduced at the same rate as revenue resulting in a significant decrease in operating income margin percentage in this segment from 18.6% in 2001 to 9.0% in 2002. 16 Operating results for the second quarter of 2002 compared to the same period in 2001 were lower for much of the same reasons as mentioned above regarding the first six months of 2002. Gross margins improved between periods by 4.3% from 37.7% in 2001 to 42.0% in 2002 primarily due to changes in product mix. Equipment Manufacturing
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ---------------------------------- 2002 2001 2002 2001 --------------- --------------- --------------- ----------------- Revenues................................ $ 1,096,315 $ 688,357 $ 2,206,483 $ 1,387,928 Gross margin............................ $ 11,749 $ 125,772 $ 294,743 $ 249,108 Gross margin percentage............. 1.1% 18.3% 13.4% 17.9% Operating income........................ $ (673,863) $ (390,558) $ (870,846) $ (940,804) Operating margin percentage......... (61.5%) (56.7%) (39.5%) (67.8%)
Equipment Manufacturing revenues increased $819,000, or 59.0%, in the first six months of 2002 over 2001 levels. This increase primarily resulted from the addition of Material Translogistics, Inc. ("MTI"), a company that was acquired on June 29, 2001. Under purchase accounting, MTI's results of operations are included only for periods subsequent to the acquisition; therefore it is not reflected in the results for the 2001 period. During the first six months of 2002, MTI had revenues of $1,076,000 and positive operating income of $48,000. We continued to experience poor results in our Equipment Specialties operations (formerly Neal's Technology, Inc.), although we initiated substantial cost reduction measures during the first quarter of 2002. The gross margin percentage for the first six months decreased from 17.9% in 2001 to 13.4% in 2002, primarily as a result of poor results in the second quarter of 2002. Our loss increased significantly in the second quarter of 2002 as we experienced cost overruns completing two large jobs and also incurred additional costs to repair units which had been completed in 2001. Subsequent to the Merger, the Company replaced the management of this segment and focused significant efforts and financial resources on improving the performance of this segment, including the implementation of improved operating procedures, better accounting controls and proper documentation of work processes. The Company also initiated cost reduction measures in response to lower revenue levels and reduced sales expectations. While significant improvements have been made, this segment continued to operate at a loss. We faced a difficult market outlook for the equipment manufacturing operations in this segment during the first half of the year. Requests for bids and orders for new manufactured equipment slowed significantly. We have recently seen an increase in bidding activity and have secured some new orders for the second half of the year. Management is continuing to solicit new orders. While the outlook for increased revenues has improved in recent months, the Company cannot give assurance that it will not continue to experience losses in its equipment manufacturing operations. The outlook for MTI's operations within this segment, consisting of the design, construction and management of bulk material handling and loading facilities, is much more positive. Based on the current work in progress and outstanding bids in response to requests for quotations, management believes that the revenues and operating margin attributable to these operations will continue to increase over the remainder of 2002. However, there can be no assurance that the Equipment Manufacturing segment as a whole will be profitable. As more fully discussed in Note 7 of the Notes to Consolidated Financial Statements, there is approximately $1.3 million of net goodwill attributable to this segment, all or some portion of which may be subject to an impairment charge based on new accounting requirements which must be implemented by the end of 2002. 17 Downhole Equipment
Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ----------------------------- 2002 2001 2002 2001 -------------- --------------- ------------- -------------- Revenues................................ $ 686,570 $ - $ 1,933,055 $ - Gross margin............................ $ 325,117 $ - $ 1,088,549 $ - Gross margin percentage............. 47.4% - 56.3% - Operating income........................ $ (57,836) $ - $ 396,669 $ - Operating margin percentage......... (8.4%) - 20.5% -
The Downhole Equipment segment became part of the consolidated group after the Merger became effective on October 31, 2001. These operations, which consist of manufacturing and marketing the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers, were the original operations of Flotek Industries, Inc. prior to the Merger. Since the Merger was recorded for accounting purposes as a reverse merger, the results of operations of this segment were included in the consolidated results of operations only for periods subsequent to the Merger and are not reflected in the first half of 2001. Our Petrovalve sales, totaling $1,429,000 in the first half of 2002, were almost exclusively to one customer in Venezuela. As more fully discussed in Note 4 of the Notes to Consolidated Financial Statements and the Capital Resources and Liquidity section, below, this customer has not paid for these goods within the customary payment terms. These sales carry a high gross margin and are significantly profitable to this segment. Sales of the Turbeco line of casing centralizers, which constitute the balance of the revenues in this segment, are very dependent on the level of drilling activity and have suffered from lower demand. We have recently seen signs of improvement in this line of business and are positive about the outlook for the balance of the year. Capital Resources and Liquidity In the first six months of 2002, the Company sustained a net loss of $1,447,377 and had negative cash flow from operations of $1,665,000. These losses resulted primarily from the poor operating results in the Equipment Manufacturing segment, although the losses were reduced from the levels in 2001 for this segment. As discussed above, management has taken and will continue to take appropriate steps to improve performance and attempt to limit the losses in this segment. The negative cash flow resulted primarily from the operating loss mentioned above and from delays in collecting accounts receivable from sales to a Venezuelan customer, as discussed below. As of June 30, 2002, net working capital was negative approximately $783,000, resulting in a current ratio of .89 to 1. Inventories have decreased significantly, approximately $992,000, during the first six months of 2002 primarily due to completion of manufactured equipment projects. As disclosed in Note 4 of the Notes to Consolidated Financial Statements, at June 30, 2002, the Company had approximately $2,032,000 of accounts receivable from a customer in Venezuela, of which $1,403,000 arose from goods shipped in the first half of 2002 and $629,000 was recorded prior to December 31, 2001. As a result of political instability and work disruptions in the country, these amounts have not been paid within the customary payment terms for this customer. The ultimate customer for these goods is PDVSA, the national oil company of 18 Venezuela. Our customer holds a contract to deliver over $5 million of our proprietary products to PDVSA during the next three years. However, PDVSA has delayed acceptance of the majority of the goods shipped until its field operations return to higher activity levels. Our customer is unable to pay for the goods until payment has been received from PDVSA. In the second quarter of 2002 we were informed by PDVSA that field operations would return to higher levels of activity and that acceptance of goods shipped would begin. We received a $200,000 payment in the second quarter, $150,000 in July and product receipts by PDVSA are continuing into the third quarter. We fully expect to collect the entire outstanding balance and have not provided a reserve for doubtful accounts associated with this balance. The delay in collecting this accounts receivable balance has had a significant adverse effect on the cash flow of the Company. Additionally, all invoice amounts which are greater than 90 days old cannot be included in the borrowing base under our lines of credit. During the first quarter of 2002, the Company entered into a sale and leaseback transaction regarding its Equipment Manufacturing facility in Duncan, Oklahoma. This transaction resulted in net cash proceeds to the Company of $761,000. The Company simultaneously entered into an agreement to lease back the facility over ten years. This transaction has been recorded as a capital lease. The Company has borrowed $2.58 million in the first six months of 2002 under its line of credit arrangements, including a new $1.6 million line of credit which was executed in January of 2002. In addition, our primary lending bank has extended a $1.4 million line of credit until May 29, 2003. We also made total debt service payments of approximately $608,000 during the first six months of this year. The company has estimated minimum debt service obligations in 2002 of $1.8 million. This amount includes the minimum principal and interest payments on the new credit agreements mentioned above and in Note 13 of the Consolidated Financial Statements and the capital lease obligation incurred during the first quarter of 2002. Capital expenditures in the first six months of 2002 were $1,197,000. The majority of these capital expenditures relate to a bulk material transload facility which the Company is constructing in Raceland, Louisiana and a paint shop for Equipment Specialties in Duncan, Oklahoma. With the exception of the capital expenditures required to complete the construction of the Raceland transload facility, the Company does not at this time expect to have any major requirements for capital expenditures in the remainder of 2002. The Company believes its operations are capable of generating sufficient cash flow to meet its debt service obligations. However, we face a challenging near-term industry environment and there are many factors involved in executing our business strategy which are beyond our control. In particular, it is critical that we continue to successfully collect amounts due from our Venezuelan customer. In the event we are unable to collect the remaining amounts due in the near future or if we are unable to successfully limit our losses in the Equipment Manufacturing segment, the Company may be forced to seek additional equity or debt financing to meet working capital needs. There can be no assurance that the Company would be able to secure such financing on terms which would be acceptable to it. Accordingly, investors are advised that the Company faces significant financial risks in the next year as we attempt to meet these challenges. Forward Looking Statements Except for the historical information contained herein, the discussion in this Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipate," "believe," "expect," "plan," "intend," "project," "forecast," "could" and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this Form 10-QSB regarding the Company's financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. 19 Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those in the forward-looking statements for various reasons including the effect of competition, the level of petroleum industry exploration and production expenditures, world economic conditions, prices of, and the demand for crude oil and natural gas, weather, the legislative environment in the United States and other countries, adverse changes in the capital and equity markets, and other risk factors identified herein. 20 PART II - OTHER INFORMATION Item 1 - Legal Proceedings On May 1, 2002, Milam Tool Company and the Estate of Jack J. Milam filed a complaint against Flotek Industries, Inc., Turbeco, Inc., and Jerry D. Dumas, Sr., individually, in the United States District Court for the Southern District of Texas, Houston Division. The complaint asserts that the sale of TURBO-LOK turbulators, which are part of the Company's Downhole Equipment segment, violates an agreement among the parties and infringes a United States patent controlled by the plaintiffs. Plaintiffs seek injunctive relief and unspecified damages. The Company has answered the complaint. At a Scheduling Conference on July 3, the court deferred discovery on issues related to damage allegations and entered a scheduling order governing the consideration of liability issues. The court did not set a trial date, but did schedule a hearing on May 16, 2003 to consider construction of the claims of the Milam patent. The Company strongly denies the assertions in the complaint and intends to vigorously contest this matter. On May 14, 2002, the Company filed suit against Casetech International, Larry Carroll, Wallace Robertson and Mark G. Verret ("Defendants") in the 270th Judicial District Court of Harris County, Texas. The Petition asserts that the Defendants converted the Company's trade secrets and confidential information, usurped corporate opportunity away from the Company, defamed the Company and breached certain fiduciary duties owed to the Company. On July 18, 2002, the Court entered a Docket Order setting the case for trial for the two-week term of Court beginning April 7, 2003. Very little discovery has taken place; however, it is anticipated that depositions will begin within the next 60 days. The Company intends to vigorously prosecute the claims and causes of action asserted in this matter. Item 2 - Changes in Securities and Use of Proceeds In January 2002, the Company issued 26,116 shares of common stock to the former shareholders of Material Translogistics, Inc., which were issued in accordance with the terms of the original acquisition agreement. In February 2002, the Company issued 34,000 shares of common stock in connection with the acquisition of IBS 2000, Inc. Additional disclosure related to the issuance of these shares is included in Note 2 of the Notes to Consolidated Financial Statements. The foregoing issuances of common stock were made in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933 for transactions not involving a public offering. No underwriters were engaged in connection with the foregoing sales of securities. The sales were made without general solicitation or advertising. Each purchaser was an "accredited investor" or a sophisticated investor with access to all relevant information necessary to evaluate the investment who represented to the Company that the sales were being acquired for investment. Item 3 - Defaults Upon Senior Securities None. Item 4 - Submission of Matters to a Vote of Security Holders None. Item 5 - Other Information None. 21 Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description of Exhibit - ------ ---------------------- 10.1 Promissory Note, Loan Agreement and Security Agreement dated January 7, 2002 by and between Legacy Bank and Flotek Industries, Inc. 10.2 Promissory Note, Loan Agreement and Security Agreement dated January 4, 2002 by and between Legacy Bank and Flotek Industries, Inc. 10.3 Promissory Note and Collateral Assignment Agreement dated July 25, 2002 by and between Oklahoma Facilities, LLC and Flotek Industries, Inc. 99.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2002. This form 8-K reported the redistribution of shares, as announced by Flotek Industries, Inc. (the "Company") on May 21, 2002, resulting from the merger of the Company and Chemical & Equipment Specialties, Inc. ("CESI") on October 31, 2001 (the "Merger"). As a result of accounting issues, certain former shareholders of CESI agreed to surrender 180,000 of the common shares which were received by them pursuant to the Merger. This redistribution of the shares received in the Merger resulted from an adjustment to the results of operations of Neal's Technology, Inc., a subsidiary of CESI, in the financial statements of CESI for the six month period ended June 30, 2001, to reflect an improper application of the percentage of completion accounting method. No financial statements were filed in connection with this report. SIGNATURE In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLOTEK INDUSTRIES, INC. Date: August 14, 2002 /s/ Jerry D. Dumas, Sr. ---------------------------------------- Jerry D. Dumas, Sr. Chairman and Chief Executive Officer 22 EX-10 3 linecredit16mil.txt EXHIBIT 10.1 LINE OF CREDIT AGREEMENT - 1.6 MIL Exhibit 10.1 BUSINESS LOAN AGREEMENT (ASSET BASED) Principal: $1,608,100.00 Loan Date: 01-07-2002 Maturity: 01-06-2003 Borrower: Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); Esses, Inc. (TIN: 73-1386155); Duncan, OK 73534-1109 PADKO International Incorporated (TIN:3-1443489); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); TrinityTool, Inc. (TIN: 76-0517268); MaterialTranslogistics, Inc. (TIN: 73-1605226); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated January 7, 2002, is made and executed between Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc., Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc. ("Borrower") and Legacy Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement, and (B) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of January 7, 2002, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until January 6, 2003. LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Within the foregoing limits, Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows: Conditions Precedent to Each Advance. Lender's obligation to make any Advance to or for the account of Borrower under this Agreement is subject to the following conditions precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to be inform and substance satisfactory to Lender: (1) Lender shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by Borrower to Lender. (2) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request. (3) The security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be in full force and effect. (4) All guaranties required by Lender for the credit facility(ies) shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect. (5) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower's Accounts, Inventory, books, records, and operations, and Lender shall be satisfied as to their condition. (6) Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. (7) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have delivered to Lender the compliance certificate called for in the paragraph below titled "Compliance Certificate." Making Loan Advances. Advances under this credit facility, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by authorized persons. Lender may, but need not, require that all oral requests be confirmed in writing. Each Advance shall be conclusively deemed to have been made at the request of and for the benefit of Borrower (1) when credited to any deposit account of Borrower maintained with Lender or (2) when advanced in accordance with the instructions of an authorized person. Lender, at its option, may set a cutoff time, after which all requests for Advances will be treated as having been requested on the next succeeding Business Day. Mandatory Loan Repayments. If at any time the aggregate principal amount of the outstanding Advances shall exceed the applicable Borrowing Base, Borrower, immediately upon written or oral notice from Lender, shall pay to Lender an amount equal to the difference between the outstanding principal balance of the Advances and the Borrowing Base. On the Expiration Date, Borrower shall pay to Lender in full the aggregate unpaid principal amount of all Advances then outstanding and all accrued unpaid interest, together with all other applicable fees, costs and charges, if any, not yet paid. Loan Account. Lender shall maintain on its books a record of account in which Lender shall make entries for each Advance and such other debits and credits as shall be appropriate in connection with the credit facility. Lender shall provide Borrower with periodic statements of Borrower's account, which statements shall be considered to be correct and conclusively binding on Borrower unless Borrower notifies Lender to the contrary within thirty (30) days after Borrower's receipt of any such statement which Borrower deems to be incorrect. COLLATERAL. To secure payment of the Primary Credit Facility and performance of all other Loan, obligations and duties owed by Borrower to Lender, Borrower (and others, if required) shall grant to Lender Security Interests in such property and assets as Lender may require. Lender's Security Interests in the Collateral shall be continuing liens and shall include the proceeds and products of the Collateral, including without limitation the proceeds of any insurance. With respect to the Collateral, Borrower agrees and represents and warrants to Lender: Perfection of Security Interests. Borrower agrees to execute financing statements and all documents perfecting Lender's Security Interest and to take whatever other actions are requested by Lender to perfect and continue Lender's Security Interests in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. Contemporaneous with the execution of this Agreement, Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and Lender will file such financing , statements and all such similar statements in the appropriate location or locations. Borrower hereby appoints Lender as its irrevocable, attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue any Security Interest. Lender may at any time, and without further authorization from Borrower, file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement. Borrower will reimburse Lender for all expenses for the perfection, termination, and the continuation of the perfection of Lender's security interest in the Collateral. Borrower promptly will notify Lender before any change in Borrower's name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender before any change in Borrower's Social Security Number or Employer Identification Number. Borrower further agrees to notify Lender in writing prior to any change in address or location of Borrower's principal governance office or should Borrower merge or consolidate with any other entity. Collateral Records. Borrower does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender's representative upon demand for inspection and copying at any reasonable time. With respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and Account balances and agings. Records related to Accounts (Receivables) are or will be located at . With respect to the Inventory, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Inventory and records itemizing and describing the kind, type, quality, and quantity of Inventory, Borrower's Inventory costs and selling prices, and the daily withdrawals and additions to Inventory. Records related to Inventory are or will be located at . The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning Borrower's collateral. Collateral Schedules. Concurrently with the execution and delivery of this Agreement, Borrower shall execute and deliver to Lender schedules of Accounts and Inventory and schedules of Eligible Accounts and Eligible Inventory in form and substance satisfactory to the Lender. Thereafter supplemental schedules shall be delivered according to the following schedule: With respect to Eligible Accounts, schedules shall be delivered monthly by the 10th of the following month. With respect to Eligible Inventory, schedules shall be delivered monthly by the 10th of the following month. Representations and Warranties Concerning Accounts. With respect to the Accounts, Borrower represents and warrants to Lender: (1) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (2) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (3) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts. Representations and Warranties Concerning Inventory. With respect to the Inventory, Borrower represents and warrants to Lender: (1) All Inventory represented by Borrower to be Eligible Inventory for purposes of this Agreement conforms to the requirements of the definition of Eligible Inventory; (2) All Inventory values listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; (3) The value of the Inventory will be determined on a consistent accounting basis; (4) Except as agreed to the contrary by Lender in writing, all Eligible Inventory is now and at all times hereafter will be in Borrower's physical possession and shall not be held by others on consignment, sale on approval, or sale or return; (5) Except as reflected in the Inventory schedules delivered to Lender, all Eligible Inventory is now and at all times hereafter will be of good and merchantable quality, free from defects; (6) Eligible Inventory is not now and will not at any time hereafter be stored with a bailee, warehouseman, or similar party without Lender's prior written consent, and, in such event, Borrower will concurrently at the time of bailment cause any such bailee, warehouseman, or similar party to issue and deliver to Lender, in form acceptable to Lender, warehouse receipts in Lender name evidencing the storage of Inventory; and (7) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect and examine the Inventory and to check and test the same as to quality, quantity, value, and condition. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Fees and Expenses Under This Agreement. Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. MULTIPLE BORROWERS. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others. REPRESENTATIONS AND WARRANTIES: Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Flotek Industries, Inc. is a corporation for profit which is,and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Flotek Industries, Inc. is duly authorized to transact business in all other states in which Flotek Industries, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Flotek Industries, Inc. is doing business. Specifically, Flotek Industries, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Flotek Industries, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Flotek Industries, Inc. maintains an office at 7030 Empire Central Drive, Houston, TX 77040. Unless Flotek Industries, Inc. has designated otherwise in writing, the principal office is the office at which Flotek Industries, Inc. keeps its books and records including its records concerning the Collateral. Flotek Industries, Inc. will notify Lender prior to any change in the location of Flotek Industries, Inc.'s state of organization or any change in Flotek Industries, Inc.'s name. Flotek Industries, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Flotek Industries, Inc. and Flotek Industries, Inc.'s business activities. Chemical and Equipment Specialties, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Chemical and Equipment Specialties, Inc. is duly authorized to transact business in all other states in which Chemical and Equipment Specialties, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Chemical and Equipment Specialties, Inc. is doing business. Specifically, Chemical and Equipment Specialties, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Chemical and Equipment Specialties, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Chemical and Equipment Specialties, Inc. maintains its principal office at 3109 Stagestand, Duncan, OK 73534. Unless Chemical and Equipment Specialties, Inc. has designated otherwise in writing, this is the principal office at which Chemical and Equipment Specialties, Inc. keeps its books and records including its records concerning the Collateral. Chemical and Equipment Specialties, Inc. will notify Lender prior to any change in the location of Chemical and Equipment Specialties, Inc.'s state of organization or any change in Chemical and Equipment Specialties, Inc.'s name. Chemical and Equipment Specialties, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Chemical and Equipment Specialties, Inc. and Chemical and Equipment Specialties, Inc.'s business activities. Neal's Technology, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Neal's Technology, Inc. is duly authorized to transact business in all other states in which Neal's Technology, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Neal's Technology, Inc. is doing business. Specifically, Neal's Technology, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Neal's Technology, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Neal's Technology, Inc. maintains its principal office at 3600 B South 13th Street, Duncan, OK 73533. Unless Neal's Technology, Inc. has designated otherwise in writing, this is the principal office at which Neal's Technology, Inc. keeps its books and records including its records concerning the Collateral. Neal's Technology, Inc. will notify Lender prior to any change in the location of Neal's Technology, Inc.'s state of organization or any change in Neal's Technology, Inc.'s name. Neal's Technology, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Neal's Technology, Inc. and Neal's Technology, Inc.'s business activities. Plainsman Technology, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Plainsman Technology, Inc. is duly authorized to transact business in all other states in which Plainsman Technology, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Plainsman Technology, Inc. is doing business. Specifically, Plainsman Technology, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Plainsman Technology, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Plainsman Technology, Inc. maintains its principal office at PO Box 557, Marlow, OK 73055. Unless Plainsman Technology, Inc. has designated otherwise in writing, this is the principal office at which Plainsman Technology, Inc. keeps its books and records including its records concerning the Collateral. Plainsman, Technology, Inc. will notify Lender prior to any change in the location of Plainsman Technology, Inc.'s state of organization or any change in Plainsman Technology, Inc.'s name. Plainsman Technology, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Plainsman Technology, Inc. and Plainsman Technology, Inc.'s .business activities. Esses, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Esses, Inc. is duly authorized to transact business in all other states in which Esses, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Esses, Inc. is doing business. Specifically, Esses, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Esses, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Esses, Inc. maintains its principal office at 301 Industrial Dr., Duncan, OK 73533. Unless Esses, Inc. has designated otherwise in writing, this is the principal office at which Esses, Inc. keeps its books and records including its records concerning the Collateral. Esses, Inc. will notify Lender prior to any change in the location of Esses, Inc.'s state of organization or any change in Esses, Inc.'s name. Esses, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Esses, Inc. and Esses, Inc.'s business activities. PADKO International Incorporated is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. PADKO International Incorporated is duly authorized to transact business in all other states in which PADKO International Incorporated is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which PADKO International Incorporated is doing business. Specifically, PADKO International Incorporated is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. PADKO International Incorporated has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. PADKO International Incorporated maintains its principal office at 15 North 9th, Duncan, OK .73533. Unless PADKO International Incorporated has designated otherwise in writing, this is the principal office at which PADKO International Incorporated keeps its books and records including its records concerning the Collateral. PADKO International Incorporated will notify Lender prior to any change in the location of PADKO International Incorporated's state of organization or any change in PADKO International Incorporated's name. PADKO International Incorporated shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to PADKO International Incorporated and PADKO International Incorporated's business activities. Turbeco, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Turbeco, Inc. is duly authorized to transact business in all other states in which Turbeco, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Turbeco, Inc. is doing business. Specifically, Turbeco, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Turbeco, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Turbeco, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless Turbeco, Inc. has designated otherwise in writing, this is the principal office at which Turbeco, Inc. keeps its books and records including its records concerning the Collateral. Turbeco, Inc. will notify Lender prior to any change in the location of Turbeco, Inc.'s state of organization or any change in Turbeco, Inc.'s name. Turbeco, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights, and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Turbeco, Inc. and Turbeco, Inc.'s business activities. USA Petrovalve, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. USA Petrovalve, Inc. is duly authorized to transact business in all other states in which USA Petrovalve, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which USA Petrovalve, Inc. is doing business. Specifically, USA Petrovalve, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. USA Petrovalve, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. USA Petrovalve, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless USA Petrovalve, Inc. has designated otherwise in writing, this is the principal office at which USA Petrovalve, Inc. keeps its books and records including its records concerning the Collateral. USA Petrovalve, Inc. will notify Lender prior, to any change in the location of USA Petrovalve, Inc.'s state of organization or any change in USA Petrovalve, Inc.'s name. USA Petrovalve, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and, privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to USA Petrovalve, Inc. and USA Petrovalve, Inc.'s business activities. Trinity Tool, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Trinity Tool, Inc. is duly authorized to transact business in all other states in which Trinity Tool, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Trinity Tool, Inc. is doing business. Specifically, Trinity Tool, Inc. is, and at all times shall, be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Trinity Tool, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Trinity Tool, Inc. maintains its principal office at PO Box 899, Mason, TX 76856. Unless Trinity Tool, Inc. has designated otherwise in writing, this is the principal office at which Trinity Tool, Inc. keeps its books and records including its records concerning the Collateral. Trinity Tool, Inc. will notify Lender prior to any, change in the location of Trinity Tool, Inc.'s state of organization or any change in Trinity Tool, Inc.'s name. Trinity Tool, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Trinity Tool, Inc. and Trinity Tool, Inc.'s business activities. Material Translogistics, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Material Translogistics, Inc. is duly authorized to transact business in all other states in which Material Translogistics, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Material Translogistics, Inc. is doing business. Specifically, Material Translogistics, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business, or financial condition. Material Translogistics, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Material Translogistics, Inc. maintains an office at 3600 B South 13th Street, Duncan, OK 73533. Unless Material Translogistics, Inc. has designated otherwise in writing, the principal office is the office at which Material Translogistics, Inc. keeps its books and records including its records concerning the Collateral. Material Translogistics, Inc. will notify Lender prior to any change in the location of Material Translogistics, Inc.'s state of organization or any change in Material Translogistics, Inc.'s name. Material Translogistics, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Material Translogistics, Inc. and Material Translogistics, Inc.'s business activities. Petrovalve, Inc. is a corporation for profit which is, and at all times shall be duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Petrovalve, Inc. is duly authorized to transact business in all, other states in which Petrovalve, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Petrovalve, Inc. is doing business. Specifically, Petrovalve, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Petrovalve, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Petrovalve, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless Petrovalve, Inc. has designated otherwise in writing, this is the principal office at which Petrovalve, Inc. keeps its books and records including its records concerning the Collateral. Petrovalve, Inc. will notify Lender prior to any change in the location of Petrovalve, Inc.'s state of organization or any change in Petrovalve, Inc.'s name. Petrovalve, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Petrovalve, Inc. and Petrovalve, Inc.'s business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Petrovalve, Inc.'s articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of Borrower's Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or .claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower, becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of, this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants' and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Annual Statements. As soon as available, but in no event later than thirty (30) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower. Interim Statements. As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Other Agreements. Comply with all terms and conditions of, all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied, by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. If Lender is required by law to give Borrower notice before or after Lender makes an expenditure, Borrower agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume, indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with .someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable, law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf, under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured (and no Event of Default wilt have occurred) if Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cure the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as maybe prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous representations and discussions concerning such matters either are included in this document or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Agreement, no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Borrower's obligations under this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Agreement has been accepted by Lender in the State of Oklahoma. Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several, and all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. To the extent permitted by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Account. The word "Account" means a trade account, account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Borrower (or to a third party grantor acceptable to Lender). Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement (Asset Based), as this Business Loan Agreement (Asset Based) may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement (Asset Based) from time to time. Borrower. The word "Borrower" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology,Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc., and all other persons and entities signing the Note in whatever capacity. Borrowing Base. The words "Borrowing Base" mean this line of credit in addition to the existing line of credit are limited to 50% of A/R, those less than 90 days and less any inter-company A/R, and 50% of inventory and work in progress inventory adjusted on a monthly basis. The total line of credit is $3,000,000 with both notes combined. Business Day. The words "Business Day" mean a day on which commercial banks are open in the State of Oklahoma. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. The word Collateral also includes without limitation all collateral described in the Collateral section of this Agreement. Eligible Accounts. The words "Eligible Accounts" mean at any time, all of Borrower's Accounts which contain selling terms and conditions acceptable to Lender. The net amount of any Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include: (1) Accounts with respect to which the Account Debtor is employee or agent of Borrower. (2) Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with Borrower or its shareholders, officers, or directors. (3) Accounts with respect to which goods are placed on consignment, guaranteed sale, or other terms by reason of which the payment by the Account Debtor may be conditional. (4) Accounts with respect to which Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower. (5) Accounts which are subject to dispute, counterclaim, or setoff. (6) Accounts with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor. (7) Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory. (8) Accounts of any Account Debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such Account Debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due. (9) Accounts which have not been paid in full within 90 days from the invoice date. Eligible Inventory. The words "Eligible Inventory" mean at any time, all of Borrower's Inventory as defined below except: (1) Inventory which is not owned by Borrower free and clear of all security interests, liens, encumbrances, and claims of third parties. (2) Inventory which Lender, in its sole discretion, deems to be obsolete, unsalable, damaged, defective, or unfit for further processing. Environmental. Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. Expiration Date. The words "Expiration Date" mean the date of termination of Lender's commitment to lend under this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation .any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Inventory. The word "Inventory" means all of Borrower's raw materials, work in process, finished goods, merchandise, parts and supplies, of every kind and description, and goods held for sale or lease or furnished under contracts of service in which Borrower now has or hereafter acquires any right, whether held by Borrower or others, and all documents of title, warehouse receipts, bills of lading, and all other documents of every type covering all or any part of the foregoing. Inventory includes inventory temporarily out of Borrower's custody or possession and all returns on Accounts. Lender. The word "Lender" means Legacy Bank, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc. in the principal amount of $1,608,100.00 dated January 7, 2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Primary Credit Facility. The words "Primary Credit Facility" mean the credit facility described in the Line of Credit section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OP THIS BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET BASED) IS DATED JANUARY 7, 2002. BORROWER:
FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. Randall D. Keys, Chief Financial Officer of Flotek Industries, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment Randall D. Keys, Chief Financial Officer of Specialties, Inc. Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. Glenn S. Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Glenn S. Penny, President of Plainsman Technology, Inc. Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. Glenn S. Penny, President of Esses, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Glenn S. Penny, President of PADKO International Incorporated Incorporated By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Glenn S. Penny, President of Material Translogistics, Inc. Translogistics, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. Glenn S. Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc.
LENDER: LEGACY BANK By:/s/ Authorized Signer ----------------------------------------------------- Authorized Signer PROMISSORY NOTE Principal: $1,608,100.00 Loan Date: 01-07-2002 Maturity: 01-06-2003 Borrower:Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); Esses, Inc. (TIN: 73-1386155); Duncan, OK 73534-1109 PADKO International Incorporated (TIN: 73-1443489); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); Trinity Tool, Inc. (TIN: 76-0517268);. Material Translogistics, Inc. (TIN: 73-1605226); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 PROMISE TO PAY. Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc. ("Borrower") jointly and severally promise to pay to Legacy Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million Six Hundred Eight Thousand One Hundred & 00/100 Dollars ($1,608,100.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan on demand. Payment in full is due immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on January 6, 2003. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning February 7, 2002, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the minimum prime lending rate for large U.S. Money Center Commercial banks as published in the Money Rate Section of the Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each quarter. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.750% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.250 percentage points over the Index, resulting in an initial rate of 6.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Legacy Bank, Legacy Bank, PO Box 1109, 2024 N. Hwy 81, Duncan, OK 73534-1109. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $20.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 21.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any, guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by in addition to any other collateral, this note is secured by security agreements and/or mortgages on real property in Stephens County, Oklahoma from Chemical and Equipment Specialties, Inc. to Legacy Bank dated 01-23-2001, 5-30-2001, 9-28-2001. And from security agreements from Flotek Industries, Inc. to Legacy Bank dated 01-04-2002. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Legacy Bank PO Box 1038 Hinton, OK 73047. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release; substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER:
FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. Randall D. Keys, Chief Financial Officer of Flotek Industries, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ---------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment Randall D. Keys, Chief Financial Officer of Specialties, Inc. Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. Glenn S. Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Glenn S. Penny, President of Plainsman Technology, Inc. Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. Glenn S. Penny, President of Esses, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Glenn S. Penny, President of PADKO International Incorporated Incorporated By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Glenn S. Penny, President of Material Translogistics, Inc. Translogistics, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- --------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. Glenn S. Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc.
COMMERCIAL SECURITY AGREEMENT Principal: $1,608,100.00 Loan Date: 01-07-2002 Maturity: 01-06-2003 Grantor:Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); Esses, Inc. (TIN: 73-1386155); Duncan, OK 73534-1109 PADKO International Incorporated (TIN: 73-1443489); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); Trinity Tool, Inc. (TIN: 76-0517268);. Material Translogistics, Inc.. (TIN: 73-1605226); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 THIS COMMERCIAL SECURITY AGREEMENT dated January 7, 2002, is made and executed between Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc. ("Grantor") and Legacy Bank ("Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a continuing security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All Inventory, Chattel Paper, Accounts, Equipment, General Intangibles and Fixtures The Collateral includes any and all of Grantor's present and future inventory (including consigned inventory), related equipment, goods, merchandise and other items of personal property, no matter where located, of every type and description, including without limitation any and all of Grantor's present and future raw materials, components, work-in-process, finished items, packing and shipping materials, containers, items held for sale, items held for lease, items for which Grantor is lessor, goods to be furnished under contract for services, materials used or consumed in Grantor's business, whether held by Grantor or by others, and all documents of title, warehouse receipts, bills of lading, and other documents of every type covering all or any part of the foregoing, and any and all additions thereto and substitutions or replacements therefor, and all accessories, attachments, and accessions thereto, whether added now or later, and all products and proceeds derived or to be derived therefrom, including without limitation all insurance proceeds and refunds of insurance premiums, if any, and all sums that may be due from third parties who may cause damage to any of the foregoing, or from any insurer, whether due to judgment, settlement, or other process, and any and all present and future accounts, contract rights, chattel paper, instruments, documents, and notes that may be derived from the sale, lease or other disposition of any of the foregoing, and any rights of Grantor to collect or enforce payment thereof, as well as to enforce any guarantees of the forgoing and security therefor, and all of Grantor's present and future general intangibles in any way related or pertaining to the ownership, operation, use; or collection of any of the foregoing, including without limitation Grantor's books, records, files, computer disks and software, and all rights that Grantor may have with regard thereto. Inventory includes inventory temporarily out of Grantor's possession or custody and all returns on accounts, chattel paper and instruments. The Collateral includes any and all of Grantor's present and future chattel paper, equipment leases, retail installment contracts, notes and chattel mortgages, notes and security agreements, instruments, documents, and all other similar obligations and indebtedness that may now and in the future be owed to or held by Grantor from whatever source arising, and all monies and proceeds payable thereunder, and all of Grantor's rights and remedies to collect and enforce payment and performance thereof, as well as to enforce any guaranties of the foregoing and security therefor, and all of Grantor's present and future rights, title and interest in and with respect to the goods or other property that may give rise to or that may secure any of the foregoing, including without limitation Grantor's insurance rights with regard thereto, and any and all present and future general intangibles of Grantor in any way related or pertaining to any of the foregoing, including without limitation Grantor's account ledgers, books, records, files, computer disks and software, and all rights that Grantor may have with regard thereto. The Collateral includes any and all of Grantor's present and future accounts, accounts receivable, other receivables, contract rights, instruments, documents, notes, and all other similar obligations and indebtedness that may now and in the future be owed to or held by Grantor from whatever source arising, and all monies and proceeds payable thereunder, and all of Grantor's rights and remedies to collect and enforce payment and performance thereof, as well as to enforce any guaranties of the foregoing and security therefor, and all of Grantor's present and future rights, title and interest in and with respect to the goods, services, and other property that may give rise to or that may secure any of the foregoing, including without limitation Grantor's insurance rights with regard thereto, and all present and future general intangibles of Grantor in any way related or pertaining to any of the foregoing, including without limitation Grantor's account ledgers, books, records, files, computer disks and software, and all rights that Grantor may have with regard thereto. The Collateral includes any and all of Grantor's now owned and hereafter acquired equipment, machinery, furniture, furnishings and fixtures of every type and description, and all accessories, attachments, accessions, substitutions, replacements and additions thereto, whether added now or later, and all proceeds derived or to be derived therefrom, including without limitation any equipment purchased with the proceeds, and all insurance proceeds and refunds of insurance premiums, if any, and any sums that may be due from third parties who may cause damage to any of the foregoing, or from any insurer, whether due to judgment, settlement or other process, and any and all present and future chattel paper, instruments, notes and monies that may be derived from the sale, lease or other disposition of any of the foregoing, any rights of Grantor to collect or enforce payment thereof as well as to enforce any guaranties of the foregoing and security therefor, and all present and future general intangibles of Grantor in any way related or pertaining to the ownership, operation, or use of the foregoing, and any rights of Grantor with regard thereto. The Collateral includes all general intangibles, choses in action and causes of action and all other intangible personal property and rights of Grantor of every nature and kind, now owned or hereafter acquired, including without limitation corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trade marks, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, tax refund claims, insurance proceeds, including without limitation insurance covering the lives of key employees on which Grantor is beneficiary, and any letter of credit, guaranty, claim, security interest, or other security held or granted to Grantor to secure payment of any indebtedness. The Collateral includes any and all of Grantor's now owned or hereafter acquired fixtures and other real estate related goods, furnishings and accessories, and all attachments, accessions, substitutions, replacements and additions thereto or therefor, whether added now or later, and all proceeds derived or to be derived therefrom, including without limitation any fixtures purchased with the proceeds, and all insurance proceeds and refunds of insurance premiums, if any, and any sums that may be due from third parties who may cause damage to any of the foregoing, or from any insurer, whether due to judgment, settlement or other process, and any and all present and future accounts, chattel paper, instruments, notes and monies that may be derived from the sale, lease or other disposition of any of the foregoing. The word "Collateral" also includes any and all present or future parts, accessories, attachments, additions, accessions, substitutions and replacements to and for the collateral. The word "Collateral" further includes any and all of Grantor's present and future rights to any proceeds derived or to be derived from the sale, lease, damage, destruction, insurance loss, expropriation and other disposition of the collateral, including without limitation, any and all of Grantor's rights to enforce collection and payment of such proceeds. Despite any other provision of this Agreement, Lender is not granted, and, will not have, a nonpurchase money security interest in household goods, to the extent such a security interest would be prohibited by applicable law. CONTINUING SECURITY INTEREST TO SECURE PRESENT AND FUTURE INDEBTEDNESS. Grantor affirms that Grantor has granted a continuing security interest in the Collateral in favor of Lender to secure any and all present and future Indebtedness of Grantor in favor of Lender, as may be outstanding from time to time set forth above, in principal, interest, costs, expenses, reasonable attorneys' fees and other fees and charges, with the continuing preferences and priorities provided under applicable Louisiana law. Grantor agrees that all such additional loans and Indebtedness will be secured under this Agreement without the necessity that Grantor, (or any of them) agree or consent to such a result at the time such additional loans are made and Indebtedness incurred, without the further necessity that the note or notes evidencing such additional loans or Indebtedness refer to the fact that such notes are secured by this Agreement. Grantor further agrees Grantor may not subsequently have a change of mind and insist that any such additional loans or Indebtedness not be secured by this Agreement unless Lender specifically agrees to such a request in writing. DURATION OF AGREEMENT. This Agreement shall remain in full force and effect until such time as this Agreement and the security interests created hereby are terminated and cancelled by Lender under a written cancellation instrument in favor of Grantor. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that: Perfection of Security Interest. Grantor agrees to execute financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change in the management of any Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice. Purchase Money Security Interest. Lender's security interest in Grantor's inventory and/or equipment as provided herein constitutes a "purchase money security interest" within the context of the Uniform Commercial Code, and Grantor shall use, or, as applicable, has used the proceeds of Grantor's loan evidenced by the herein-referenced Note solely to purchase or acquire such inventory and/or equipment. No Violation. The execution, and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement. Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any Account becomes subject to a security interest in favor of Lender, the Account shall be a good and valid account representing an undisputed, bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract of sale, or for services, previously performed by Grantor with or for the account debtor. So long as this Agreement remains in effect, Grantor shall not, without Lender's prior written consent, compromise, settle, adjust, or extend payment under or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing. Location of the Collateral. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. Removal of the Collateral. Except in the ordinary course of Grantor's business, including the sales of inventory, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Louisiana, without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any Encumbrance or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. Title, Authority, Binding Effect. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all. Encumbrance. The word "Encumbrance" means individually, collectively and interchangeably any and all presently existing and/or future mortgages, liens, privileges and other contractual and/or statutory security interests and rights, of every nature and kind, whether in admiralty, at, law, or in equity that now and/or in the future may affect the Collateral or any part or parts thereof except for Lender's security interest. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor further represents and warrants that Grantor has requisite authority to enter into this Agreement in favor of Lender and to grant to Lender the security interest in the Collateral as provided herein. Grantor additionally represents and warrants that this Agreement is binding upon Grantor as well as Grantor's heirs, successors, transferees and assigns, and is legally enforceable in accordance with its terms. Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. Taxes. Grantor shall promptly pay or cause to be paid when due, all taxes, local and special assessments, and governmental and other charges of every type and description, that may from time to time be imposed, assessed and levied against the Collateral or against Grantor. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized. Compliance with Governmental Requirements. Grantor shall comply promptly with, and shall cause others to comply with, all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. Grantor shall not use the Collateral, and shall not permit others to use the Collateral, for any purpose other than those previously agreed to by Lender in writing; but in no event shall any of the Collateral be used in any manner that would damage, depreciate or diminish its value or that may result in cancellation or termination of insurance coverage. Grantor additionally agrees not to do or suffer to be done anything that may increase the risk of fire or other hazards to the Collateral. Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Agreement. Required Insurance. So long as this Agreement remains in effect, Grantor shall, at its sole cost, keep and/or cause others, at their expense, to keep the Collateral constantly insured against loss by fire, by hazards included within the term "extended coverage," and by such other hazards (including flood insurance where applicable) as may be required by Lender. Such insurance shall be in an amount not less than the full replacement value of the Collateral, or such other amount or amounts as Lender may require or approve in writing. Grantor shall further provide and maintain, at its sole cost and expense, comprehensive public liability insurance, naming both Grantor and Lender as parties insured, protecting against claims for bodily injury, death and/or property damage arising out of the use, ownership, possession, operation and condition of the Collateral, and further containing a broad form contractual liability endorsement covering Grantor's obligations to indemnify Lender as provided hereunder. Insurance Proceeds. Lender shall have the right to directly receive the proceeds of all insurance protecting the Collateral. In the event that Grantor should receive any such insurance proceeds, Grantor agrees to immediately turn over and to pay such proceeds directly to Lender. All insurance proceeds may be applied, at its sole option and discretion, and in such a manner as Lender may determine (after payment of all reasonable costs, expenses and attorneys' fees necessarily paid or fees necessarily paid or incurred by Lender in this connection), for the purpose of: (1) repairing or restoring the lost, damaged or destroyed Collateral; or (2) reducing the then outstanding balance of Grantor's Indebtedness. Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the mariner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. Prior Encumbrances. To the extent applicable, Grantor shall fully and timely perform any and all of Grantor's obligations under any prior Encumbrances affecting the Collateral. Without limiting the foregoing, Grantor shall not commit or permit to exist any breach of or default under any such prior Encumbrances. Grantor shall further promptly notify Lender in writing upon the occurrence of any event or circumstances that would, or that might, result in a breach of or default under any such prior Encumbrance. Grantor shall further not modify or extend any of the terms of any prior Encumbrance or any indebtedness secured thereby, or request or obtain any additional loans or other extensions of credit from any third party creditor or creditors whenever such additional loan advances or other extensions of credit may be directly or indirectly secured, whether by cross-collateralization or otherwise, by the Collateral, or any part or parts thereof, with possible preference and priority over Lender's security interest. Grantor additionally agrees to obtain, upon Lender's request, and in form and substance as may then be satisfactory to Lender, appropriate waivers and subordinations of any lessor's liens or privileges, vendor's liens or privileges, purchase money security interests, and any other Encumbrances that may affect the Collateral at any time. Future Encumbrances. Grantor shall not, without the prior written consent of Lender, grant any Encumbrance that may affect the Collateral, or any part or parts thereof, nor shall Grantor permit or consent to any Encumbrance attaching to or being filed against any of the Collateral in favor of anyone other than Lender. Grantor shall further promptly pay when due all statements and charges of mechanics, materialmen, laborers and others incurred in connection with the alteration, improvement, repair and maintenance of the Collateral, or otherwise furnish appropriate security or bond, so that no future Encumbrance may ever attach to or be filed against any Collateral. Grantor additionally agrees to obtain, upon request by Lender, and in form and substance as may then be satisfactory to Lender, appropriate waivers and/or subordinations of any lessor's liens or privileges, vendor's liens or privileges, purchase money security interests, and any other Encumbrances that may affect the Collateral at any time. Notice of Encumbrances. Grantor shall immediately notify Lender in writing upon the filing of any attachment, lien, judicial process, claim, or other Encumbrance. Grantor additionally agrees to notify Lender immediately in writing upon the occurrence of any default, or event that with the passage of time, failure to cure, or giving of notice, might result in a default under any of Grantor's obligations that may be secured by any presently existing or future Encumbrance, or that might result in an Encumbrance affecting the Collateral, or should any of the Collateral be seized or attached or levied upon, or threatened by seizure or attachment or levy, by any person other than Lender. Books and Records. Grantor will keep proper books and records with regard to Grantor's business activities and the Collateral in which a security interest is granted hereunder, in accordance with GAAP, applied on a consistent basis throughout, which books and records shall at all reasonable times be open to inspection and copying by Lender or Lender's designated agents. Lender shall also have the right to inspect Grantor's books and records, and to discuss Grantor's affairs and finances with Grantor's officers and representatives, at such reasonable times as Lender may designates. Financing Statements. Grantor authorizes Lender to file a UCC-1 financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute lien entry forms, financing statements and documents of title in Grantor's name and to execute all documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes, Grantor will promptly notify the Lender of such change. GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. Lender or Lender's agents may also periodically contact individual obligors and debtors to verify the amounts then owing under such obligations, to determine whether such obligors and debtors have any offsets or counterclaims against the accounts or Grantor, and to inquire about such other matters as Lender may deem necessary or desirable. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness. ADDITIONAL COVENANTS. Grantor additionally agrees: No Settlement or Compromise. Grantor will not, without the prior written consent of Lender, compromise, settle, adjust or extend payment under any of the Collateral. Books and Records. Grantor will keep proper books and records with regard to Grantor's business activities and the Collateral, which books and records shall at all times be open to inspection and copying by Lender or its designated agent Lender shall also have the right to inspect Grantor's banks and records, and to discuss Grantor's affairs and finances with Grantor at such reasonable times as Lender may designate. Aging of Accounts. Grantor will periodically, at such intervals requested by Lender, furnish Lender with an aging of that part of the Collateral consisting of accounts, together with a certificate executed by an officer of Grantor, in such form and containing such representations and warranties regarding the accounts as Lender may reasonably require. Notice to Obligors. Upon request by Lender, Grantor immediately will notify individual obligors with regard to the Collateral, advising such obligors of the fact that Lender has been granted a security interest in their obligations. In the event that Grantor should fail to provide such notices for any reason upon Lender's request, Grantor agrees that Lender may forward appropriate notices to such obligors and debtors either in Lender's name or in Grantor's name Additional Documents. Grantor shall at anytime, from time to time, one or more times, upon Lender's written request, execute and deliver such further documents and do any and all such further acts and things as Lender may reasonably request, with in Lender's sole discretion, to effect the purposes of this Agreement. Verifications. Grantor additionally agrees that Lender or Lender's agents may periodically contact individual debtors whose Notes, Instruments and Chattel Paper have been assigned and pledged under this Agreement in order to verify the amounts then owing under such obligations, to determine whether such debtors have any offsets or counterclaims against Grantor, and with respect to such other matters about which Lender may inquire. Notification of Lender. Grantor will promptly deliver to Lender all written notices, and will promptly give Lender written notice of any other notices received by Grantor with respect to the Collateral and Rights, and Lender will promptly give like notice to Grantor of any such notices received by tender or its nominee. LENDER'S EXPENDITURES. Grantor recognizes and agrees that Lender may incur certain expenses in connection with Lender's exercise of rights under this Agreement. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, Encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral, including without limitation, the purchase of insurance protecting only Lender's interest in the Collateral. Lender may further take such other action or actions and incur such additional expenditures as Lender may deem to be necessary and proper to cure or rectify any actions or inactions on Grantor's part as may be required under this Agreement. Nothing under this Agreement or otherwise shall obligate Lender to take any such actions or to incur any such additional expenditures on Grantor's behalf, or as making Lender in any way responsible or liable for any loss, damage, or injury to the Collateral, to Grantor, or to any other person or persons, resulting from Lender's election not to take such actions or to incur such additional expenses. In addition, Lender's election to take any such actions or to incur such additional expenditures shall not constitute a waiver or forbearance by Lender of any Event of Default under this Agreement. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. EVENTS OF DEFAULT. The following actions or inactions or both shall constitute Events of Default under this Agreement: Default Under the Note. Should Grantor default in the payment of principal or interest under the Note or any of the Indebtedness. Default Under this Agreement. Should Grantor violate, or fail to comply fully with any of the terms and conditions of, or default under this Agreement. Default Under other Agreements. Should any default occur or exist under any Related Document which directly or indirectly secures repayment of any of the Indebtedness. Other Defaults in Favor of Lender. Grantor or any guarantor defaults under any other loan, extension of credit, security right, instrument, document, or agreement, or obligation in favor of Lender. Insolvency. Should the suspension, failure or insolvency, however evidenced, of Grantor or any Guarantor occur or exist. Readjustment of Indebtedness. Should proceedings for readjustment of indebtedness, reorganization, composition or extension under any insolvency law be brought by or against Grantor or any Guarantor. Assignment for Benefit of Creditors. Should Grantor or any Guarantor file proceedings for a respite or make a general assignment for the benefit of creditors. Receivership. Should a receiver of all or any part of Grantor's property, or the property of any Guarantor, be applied for or appointed. Receivership. Should a receiver of all or any part of Grantor's property, or the property of any Guarantor, be applied for or appointed. Dissolution Proceedings. Proceedings for the dissolution or appointment of a liquidator of Grantor or any guarantor are commenced. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party, under applicable law, and more specifically under the Louisiana Commercial Laws (La. R.S. 10: 9-101 et seq.). In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Lender, at its sole option, may accelerate the maturity and declare and demand immediate payment in full of any and all Indebtedness secured hereby in principal, interest, costs, expenses, attorneys' fees and other fees and charges. Seizure and Sale of Collateral in Louisiana. In the event that Lender elects to commence appropriate Louisiana foreclosure proceedings under this Agreement, Lender may cause the Collateral, or any part or parts thereof, to be immediately seized wherever found, and sold, whether in term of court or in vacation, under ordinary or executory process, in accordance with applicable Louisiana law, to the highest bidder for cash, with or without appraisement, and without the necessity of making additional demand upon or notifying Grantor or placing Grantor in default, all of which are expressly waived. Confession of Judgment. For purposes of foreclosure under Louisiana executory process procedures, Grantor confesses judgment and acknowledges to be indebted to Lender, up to the full amount of the Indebtedness in principal, interest, costs, expenses, reasonable attorneys' fees and other fees and charges. Grantor further confesses judgment and acknowledges to be indebted unto and in favor of Lender in the amount of all additional advances that Lender may make on Grantor's behalf pursuant to this Agreement, together with interest thereon, up to a maximum of two (2) times the face amount of the aforesaid Note. To the extent permitted under applicable Louisiana law, Grantor additionally waives: (1) the benefit of appraisal as provided in Articles 2332, 2336, 2723, and 2724 of the Louisiana Code of Civil Procedure, and all other laws with regard to appraisal upon judicial sale; (2) the demand and three (3) days' delay as provided under Articles 2639 and 2721 of the Louisiana Code of Civil Procedure; (3) the notice of seizure as provided under Articles 2293 and 2721 of the Louisiana Code of Civil Procedure; (4) the three (3) days' delay provided under Articles 2331 and 2722 of the Louisiana Code of Civil Procedure; and (5) all other benefits provided vender Articles 2331, 2722 and 2723 of the Louisiana Code of Civil Procedure and all other Articles not specifically mentioned above. Keeper. Should any or all of the Collateral be seized as an incident to an action for the recognition or enforcement of this Agreement, by executory process, sequestration, attachment, writ of fieri facias or otherwise, Grantor hereby agrees that the court issuing any such order shall, if requested by Lender, appoint Lender, or any agent designated by Lender or any person or entity named by Lender at the time such seizure is requested, or anytime thereafter, as Keeper of the Collateral as provided under La. R.S. 9:5136, et seq. Such a Keeper shall be entitled to reasonable compensation. Grantor agrees to pay the reasonable fees of such Keeper, which compensation to the Keeper shall also be secured by this Agreement in the form of an Additional Advance as provided in this Agreement. Declaration of Fact. Should it become necessary for Lender to foreclose under this Agreement, all declarations of fact, which are made under an authentic act before a Notary Public in the presence of two witnesses, by a person declaring such facts to lie within his or her knowledge, shall constitute authentic evidence for purposes of executory process and also for purposes of La. R.S. 9:3509.1, La. R.S. 9:3504(D)(6) and La. R.S. 10:9-508; as applicable. Deliver Collateral. This provision applies, to the extent applicable, if and when the Collateral for any reason is located outside the State of Louisiana following the occurrence of any Event of Default, or should there be a subsequent change in Louisiana law permitting such remedies. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor, to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Public or Private Sale of Collateral. To the extent that any of the Collateral is then in Lender's possession, Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other, persons as required by law, reasonable notice of the time and place of any public sale, or the time after which any private safe or any other disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Grantor agrees that any such sale shall be conclusively deemed to be conducted in a commercially reasonable manner if it is made consistent with the standard of similar sales of collateral by commercial banks in LA, Louisiana. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Leases and Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender shall have the right at Lender sole option and election, at anytime, whether or not one or more Events of Default then exist under this Agreement, to directly collect and receive all proceeds and/or payments arising under or in any way accruing from the Collateral, as such amounts become due and payable. In order to permit the foregoing, Grantor unconditionally agrees to deliver to Lender, immediately following demand, any and all of Grantor's records, ledger sheets, and other documentation, in the form requested by Lender, with regard to the Collateral and any and all proceeds and/or payments applicable thereto. Lender shall have the further right, whether or not an Event of Default then exists under this Agreement, where appropriate and within Lender's sole discretion, to file suit, either in Lender's own name or in the name of Grantor, to collect any and all proceeds and payments that may then and/or in the future be due and owing under this Agreement, and if as a result of such it is necessary for Lender to attempt to collect any such proceeds and/or payments from the obligors therefor, Lender may compromise, settle, extend, or renew for any period (whether or not longer than the original period) any obligation or indebtedness thereunder or evidenced thereby, or surrender, release, or exchange all or any part of said obligation or indebtedness, without affecting the liability of Grantor under this Agreement or under the Indebtedness. To that end, Grantor hereby irrevocably constitutes and appoints Lender as Grantor's attorney-in-fact, coupled with an interest and with full power of substitution, to take any and all such actions and any and all other actions permitted hereby, either in the name of Grantor or Lender. Additional Expenses. In the event that it should become necessary for Lender to conduct a search for any of the Collateral in connection with any foreclosure action, or should it be necessary to remove the Collateral, or any part or parts thereof, from the premises in which or on which the Collateral is then located, and/or to store and/or refurbish such Collateral, Grantor agrees to reimburse Lender for the cost of conducting such a search and/or removing and/or storing and/or refurbishing such Collateral, which additional expense shall also be secured by the lien of this Agreement. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender's sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Obtain Deficiency. Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement and any Related Document. Other Rights and Remedies. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Agreement or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. PROTECTION OF LENDER'S SECURITY RIGHTS. Grantor will be fully responsible for any losses that Lender may suffer as a result of anyone other than Lender asserting any rights or interest in or to the Collateral. Grantor agrees to appear in and to defend all actions or proceedings purporting to affect Lender's security interests in any of the Collateral subject to this Agreement and any of the rights and powers granted Lender hereunder. In the event that Grantor fails to do what is required of it under this Agreement, or if any action or proceeding is commenced naming Lender as a party or affecting Lender's security interests or the rights and powers granted under this Agreement, then Lender may, without releasing Grantor from any of its obligations under this Agreement, does whatever Lender believes to be necessary and proper within its sole discretion to protect the security of this Agreement, including without limitation making additional advances on Grantor's behalf as provided herein. INDEMNIFICATION OF LENDER. Grantor agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses, costs, expenses (including without limitation Lender's reasonable attorneys' fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Lender arising out of or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender hereunder. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to such cancellation, and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. EXECUTION OF ADDITIONAL DOCUMENTS. Grantor agrees to execute all additional documents, instruments and agreements that Lender may deem to be necessary and proper, within its sole discretion, in form and substance satisfactory to Lender, to keep this Agreement in effect, to better reflect the true intent of this Agreement, and to consummate fully all of the transactions contemplated hereby and by any other agreement, instrument or document heretofore, now or at any time or times hereafter executed by Grantor and delivered to Lender. INSPECTION OF COLLATERAL. Lender and Lender's designated representatives, and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. AUDITS. Lender and its agents may also periodically conduct audits of the Collateral and may further inspect and audit Grantor's books and records that in any way pertain to the Collateral and any part or parts thereof. APPLICATION OF PAYMENTS. Grantor agrees that all payments and other sums and amounts received by Lender under the Indebtedness or under this Agreement, shall be applied: first, to reimburse Lender for its costs of collecting the same (including but not limited to, reimbursement of Lender's reasonable attorneys' fees); second, to the repayment of interest on all additional advances that Lender may has made on Grantor's behalf pursuant to this Agreement; third, to the payment of principal of all such additional advances; and finally, to the payment of principal and interest on the Indebtedness then outstanding, which may be applied in such order and priority as Lender may determine within its sole discretion. TAXATION. In the event that there should be any change in law with regard to taxation of security agreements or the debts they secure, Grantor agrees to pay any taxes, assessments or charges that may be imposed upon Lender as a result of this Agreement. EFFECT OF WAIVERS. Grantor has waived, and/or does by these presents waive, presentment for payment, protest, notice of protest and notice of nonpayment under all of the Indebtedness secured by this Agreement. Grantor has further waived, and/or does by these presents waive, all pleas of division and discussion, and all similar rights with regard to the Indebtedness, and agrees that Grantor shall remain liable, together with any and all, Guarantors on a "solidary" or "joint and several" basis. Grantor further agrees that discharge or release of any party who is, may, or will be liable to Lender under any of the Indebtedness, or the release of the Collateral or any other collateral directly or indirectly securing repayment of the same, shall not have the effect of releasing or otherwise diminishing or reducing the actual or potential liability of Grantor and/or any other party or parties guaranteeing payment of the Indebtedness, who shall remain liable to Lender, and/or of releasing any Collateral or other collateral that is not expressly released by Lender. Grantor additionally agrees that Lender's acceptance of payments other than in accordance with the terms of any agreement or agreements governing repayment of the Indebtedness, or Lender's subsequent agreement to extend or modify such repayment terms, shall likewise not have the effect, of releasing any party or parties from their respective obligations to Lender, and/or of releasing any of the Collateral or other collateral directly or indirectly securing repayment of the Indebtedness. In addition, no course of dealing between Lender and Grantor, nor any failure or delay on the part of Lender to exercise any of the rights and remedies granted to Lender under this Agreement, or under any other agreement or agreements by and between Lender and Grantor, shall have the effect of waiving any of Lender's rights and remedies. Any partial exercise of any rights and remedies granted to Lender shall furthermore not constitute a waiver of any of Lender's other rights and remedies, it being Grantor's intent and agreement that Lender's rights and remedies shall be cumulative in nature. Grantor further agrees that, upon the occurrence of any Event of Default under this Agreement, any waiver or forbearance on the part of Lender to pursue the rights and remedies available to Lender, shall be binding upon Lender only to the extent that Lender specifically agrees to any such waiver or forbearance in writing. A waiver or forbearance as to one Event of Default shall not constitute a waiver or forbearance as to any other Event of Default. None of the warranties, conditions, provisions and terms contained in this Agreement or any other agreement, document, or instrument now or hereafter executed by Grantor and delivered to Lender, shall be deemed to have been waived by any act or knowledge of Lender, its agents, officers or employees; but only by an instrument in writing specifying such waiver, signed by a duly authorized officer of Lender and delivered to Grantor. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. No amendment, modification, consent or waiver of any provision of this Agreement, and no consent to any departure by Grantor therefrom, shall be effective unless the same shall be in writing signed by a duly authorized officer of Lender, and then shall be effective only as to the specific instance and for the specific purpose for which given. Attorneys' Fees; Expenses. Grantor, agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma, except and only to the extent of procedural matters related to the perfection and enforcement of Lender's rights and remedies against the Collateral, which matters shall be governed by the laws of the State of Louisiana. However, in the event that the enforceability or validity of any provision of this Agreement is challenged or questioned, such provision shall be governed by whichever applicable state or federal law would uphold or would enforce such challenged or questioned provision. The loan transaction which is evidenced by the Note and this Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender in the State of Oklahoma. Joint and Several Liability. All obligations of Grantor under this Agreement shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. Notices. To give Grantor any notice required under this Agreement, Lender may hand deliver or mail the notice to Grantor at Grantor's last address in Lender's records. If there is more than one Grantor under this Agreement, notice to a single Grantor shall be considered as notice to all Grantors. To give Lender any notice under this Agreement, Grantor (or any Grantor) shall mail the notice to Lender by registered or certified mail at the address specified in this Agreement, or at any other address that Lender may have given to Grantor (or any Grantor) by written notice as provided in this section. All notices required or permitted under this Agreement must be in writing and will be considered as given on the day it is delivered by hand or deposited in the U.S. Mail as provided herein. Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic, facsimile or other reproduction of any financing statement. Grantor will reimburse Lender for all expenses for the perfection, termination and the continuation of the perfection of Lender's security interest in the Collateral. Exemption Waiver. In granting this Agreement, Grantor waives any and all homestead exemptions and other rights and all, other exemptions from seizure or sale with regard to the Collateral to which Grantor may be entitled under the laws of the State of Louisiana. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforceable as if the illegal, invalid or unenforceable provision had never comprised a part of it, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable. Successors and Assigns Bound; Solidary Liability. Subject to any limitations set forth herein on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties, and their successors and assigns. In the event that there is more than one Grantor under this Agreement, all of the agreements and obligations made and/or incurred by any Grantor under this Agreement shall be on a "solidary" or "joint and several" basis. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Louisiana Commercial Laws (La. R.S. 10: 9-101, et seq.): Account. The Word "Account" means a trade account, account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Grantor (or to a third party grantor acceptable to Lender). Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word "Borrower" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool,Inc. ; Material Translogistics, Inc.; and Petrovalve, Inc., and all other persons and entities signing the Note in whatever capacity. Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules; or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default, section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances", are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any, fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means Legacy Bank, its successors and assigns, and any subsequent holder or holders of the Note or any interest therein. Note. The word "Note" means the Note executed by Flotek Industries, Inc.; Chemical and Equipment Specialties Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; Esses, Inc.; PADKO International Incorporated; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; Material Translogistics, Inc.; and Petrovalve, Inc in the principal amount of $1,608,100.00, dated January 7, 2002, together with all renewals, extensions, modifications, refinancings, consolidations and substitutions of and for the note or credit agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement.\ Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rights. The word "Rights" means any and all of Grantor's additional rights granted and pledged to Lender as provided under this Agreement. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 7, 2002. GRANTOR:
FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. Randall D. Keys, Chief Financial Officer of Flotek Industries, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Randall D. Keys ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment Randall D. Keys, Chief Financial Officer of Specialties, Inc. Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. Glenn S. Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Glenn S. Penny, President of Plainsman Technology, Inc. Technology, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. Glenn S. Penny, President of Esses, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Glenn S. Penny, President of PADKO International Incorporated Incorporated By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Glenn S. Penny, President of Material Translogistics, Inc. Translogistics, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. By:/s/ Glenn S. Penny ----------------------------------------------------- ---------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. Glenn S. Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton -------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc.
EX-10 4 racelandagmt.txt EXHIBIT 10.2 - RACELAND LOAN AGREEMENT Exhibit 10.2 BUSINESS LOAN AGREEMENT Principal: $854,350.00 Loan Date: 01-04-2002 Maturity: 01-04-2005. Borrower:Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); PADKO International Incorporated Duncan,OK 73534-1109 (TIN: 73-1443489); Material Translogistics, Inc. (TIN: 73-1605226); Esses, Inc. (TIN: 73-1386155); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); Trinity Tool, Inc. (TIN: 76-0517268); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 THIS BUSINESS LOAN AGREEMENT dated January 4, 2002, is made and executed between Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc. ("Borrower") and Legacy Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement, and (B) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of January 4, 2002, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until January 4, 2005. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, or under any Related .Document. MULTIPLE BORROWERS. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Borrower may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Flotek Industries, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Flotek Industries, Inc. is duly authorized to transact business in all other states in which Flotek Industries, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Flotek Industries, Inc. is doing business. Specifically, Flotek Industries, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Flotek Industries, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Flotek Industries, Inc. maintains an office at 7030 Empire Central Drive, Houston, TX 77040. Unless Flotek Industries, Inc. has designated otherwise in writing, the principal office is the office at which Flotek Industries, Inc. keeps its books and records including its records concerning the Collateral. Flotek Industries, Inc. will notify Lender prior to any change in the location of Flotek Industries, Inc.'s state of organization or any change in Flotek Industries, Inc.'s name. Flotek Industries, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Flotek Industries, Inc. and Flotek Industries, Inc.'s business activities. Chemical and Equipment Specialties, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Chemical and Equipment Specialties, Inc. is duly authorized to transact business in all other states in which Chemical and Equipment Specialties, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Chemical and Equipment Specialties, Inc. is doing business. Specifically, Chemical and Equipment Specialties, Inc. is, and at all times shall be, duly qualified as, a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Chemical and Equipment Specialties, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Chemical and Equipment Specialties, Inc. maintains an office at 3109 Stagestand, Duncan, OK 73533. Unless Chemical and Equipment Specialties, Inc. has designated otherwise in writing, the principal office is the office at which Chemical and Equipment Specialties, Inc. keeps its books and records including its records concerning the Collateral. Chemical and Equipment Specialties, Inc. will notify Lender prior to, any change in the location of Chemical and Equipment Specialties, Inc.'s state of organization or any change in Chemical and Equipment Specialties, Inc.'s name. Chemical and Equipment Specialties, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Chemical and Equipment Specialties, Inc. and Chemical and Equipment Specialties, Inc.'s business activities. Neal's Technology, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Neal's Technology, Inc. is duly authorized to transact business in all other states in which Neal's Technology, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Neal's Technology, Inc. is doing business. Specifically, Neal's Technology, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Neal's Technology, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Neal's Technology, Inc. maintains its principal office at 3600 B South 13th Street, Duncan, OK 73533. Unless Neal's Technology, Inc. has designated otherwise in writing, this is the principal office at which Neal's Technology, Inc. keeps its books and records including its records concerning the Collateral. Neal's Technology, Inc. will notify Lender prior to any change in the location of Neal's Technology, Inc.'s state of organization or any change in Neal's Technology, Inc.'s name. Neal's Technology, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or, quasi-governmental authority or court applicable to Neal's Technology, Inc. and Neal's Technology, Inc.'s business activities. Plainsman Technology, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly, existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Plainsman Technology, Inc. is duly authorized to transact business in all other states in which Plainsman Technology, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Plainsman Technology, Inc. is doing business. Specifically, Plainsman Technology, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Plainsman Technology, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Plainsman Technology, Inc. maintains its principal office at PO Box 557, Marlow, OK 73055. Unless Plainsman Technology, Inc. has designated otherwise in writing, this is the principal office at which Plainsman Technology, Inc. keeps its books and records including its records concerning the Collateral. Plainsman Technology, Inc. will notify Lender prior to any change in the location of Plainsman Technology, Inc.'s state of organization or any change in Plainsman Technology, Inc.'s name. Plainsman Technology, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence; rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Plainsman Technology, Inc. and Plainsman Technology, Inc.'s business activities. PADKO International Incorporated is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. PADKO International Incorporated is duly authorized to transact business in all other states in which PADKO International Incorporated is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which PADKO International Incorporated is doing business. Specifically, PADKO International Incorporated is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. PADKO International Incorporated has the full power and authority to own its, properties and to transact the business in which it is presently engaged or presently proposes to engage. PADKO International Incorporated maintains its principal office at 15 North 9th, Duncan, OK 73533. Unless PADKO International Incorporated has designated otherwise in writing, this is the principal office at which PADKO International Incorporated keeps its books and records including its records concerning the Collateral. PADKO International Incorporated will notify Lender prior to any change in the location of PADKO International Incorporated's state of organization or any change in PADKO International Incorporated's name. PADKO International Incorporated shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to PADKO International Incorporated and PADKO International Incorporated's business activities. Material Translogistics, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Material Translogistics, Inc. is duly authorized to transact business in all other states in which Material Translogistics, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Material Translogistics, Inc. is doing business. Specifically, Material Translogistics, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Material Translogistics, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Material Translogistics, Inc. maintains an office at 3600 B South 13th Street, Duncan, OK 73533. Unless Material Translogistics, Inc. has designated otherwise in writing, the principal office is the office at which Material Translogistics, Inc. keeps its books and records including its records concerning the Collateral. Material Translogistics, Inc. will notify Lender prior to any change in the location of Material. Translogistics, Inc.'s state of organization or any change in Material Translogistics, Inc.'s name. Material Translogistics, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges; and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or, court applicable to Material Translogistics, Inc. and Material Translogistics, Inc.'s business activities. Esses, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Oklahoma. Esses, Inc. is duly authorized to transact business in all other states in which Esses, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Esses, Inc. is doing business. Specifically, Esses, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or ,financial condition. Esses, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Esses, Inc. maintains its principal office at 301 Industrial Dr., Duncan, OK 73533. Unless Esses, Inc. has designated otherwise in writing, this is the principal office at which Esses, Inc. keeps its books and records .including its records concerning the Collateral. Esses, Inc. will notify Lender prior to any change in the location of Esses, Inc.'s state of organization or any change in Esses, Inc.'s name. Esses, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Esses, Inc. and Esses, Inc.'s business activities. Turbeco, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Turbeco, Inc. is duly authorized to transact business in all other states in which Turbeco, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Turbeco, Inc. is doing business. Specifically, Turbeco, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Turbeco, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Turbeco, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless Turbeco, Inc. has designated otherwise in writing, this is the principal office at which Turbeco, Inc. keeps its books and records including its records concerning the Collateral. Turbeco, Inc. will notify Lender prior to any change in the location of Turbeco, Inc.'s state of organization or any change in Turbeco, Inc.'s name. Turbeco, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Turbeco, Inc. and Turbeco, Inc.'s business activities. USA Petrovalve, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. USA Petrovalve, Inc. is duly authorized to transact business in all other states in which USA Petrovalve, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which USA Petrovalve, Inc. is doing business. Specifically, USA Petrovalve, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. USA Petrovalve, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. USA Petrovalve, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless USA Petrovalve, Inc. has designated otherwise in writing, this is the principal office at which USA Petrovalve, Inc. keeps its books and records including its records concerning the Collateral. USA Petrovalve, Inc. will notify Lender prior to any change in the location of USA Petrovalve, Inc.'s state of organization or any change in USA Petrovalve, Inc.'s name. USA Petrovalve, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations; rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to USA Petrovalve, Inc. and USA Petrovalve, Inc.'s business activities. Trinity Tool, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Texas. Trinity Tool, Inc. is duly authorized to transact business in all other states in which Trinity Tool, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Trinity Tool, Inc. is doing business. Specifically, Trinity Tool, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Trinity Tool, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Trinity Tool, Inc. maintains its principal office at PO Box 899, Mason, TX 76856. Unless Trinity Tool, Inc. has designated otherwise in writing, this is the principal office at which Trinity Tool, Inc. keeps its books and records including its records concerning the Collateral. Trinity Tool, Inc. will notify Lender prior to any change in the location of Trinity Tool, Inc.'s state of organization or any change in Trinity Tool, Inc.'s name. Trinity Tool, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Trinity Tool, Inc. and Trinity Tool, Inc.'s business activities. Petrovalve, Inc. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Petrovalve, Inc. is duly authorized to transact business in all other states in which Petrovalve, Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Petrovalve, Inc. is doing business. Specifically, Petrovalve, Inc. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Petrovalve, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Petrovalve, Inc. maintains its principal office at 7030 Empire Central Drive, Houston, TX 77040. Unless Petrovalve, Inc. has designated otherwise in writing, this is the principal office at which Petrovalve, Inc. keeps its books and records including its records concerning the Collateral. Petrovalve, Inc. will notify Lender prior to any change in the location of Petrovalve, Inc.'s state of organization or any change in Petrovalve, Inc.'s name. Petrovalve, Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Petrovalve, Inc. and Petrovalve, Inc.'s business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Petrovalve, Inc.'s articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of Borrower's Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral, (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters, (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or, affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or, similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Annual Statements: As soon as available, but in no event later than thirty (30) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower in form satisfactory to Lender. Interim Statements. As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without of least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender, holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender; upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in, writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access, to such records at all reasonable times, and to provide Lender with copies of any records it may request, all at Borrower's expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. If Lender is required by law to give Borrower notice before or after Lender makes an expenditure, Borrower agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) , any Guarantor, seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the Insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives lender written notice of the creditor or forfeiture proceeding and deposits with lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured (and no Event of Default will have occurred) if Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cure the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous representations and discussions concerning such matters either are included in this document or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Agreement, no conditions precedent or subsequent, or any kind whatsoever, exist with respect to Borrower's obligations under this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder an any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Agreement has been accepted by Lender in the State of Oklahoma. Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several, and all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement. Where anyone or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. To the extent permitted by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants, will survive the making of the Loan and delivery to Lender of ,the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or, modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc., and all other persons and entities signing the Note in whatever capacity. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender; including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means Legacy Bank, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those lows and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by Flotek Industries, Inc.; Chemical, and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc., Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc. in the principal amount of $854,350.00 dated January 4, 2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests, upon or in any, property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance; mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JANUARY 4, 2002. BORROWER: FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. By:/s/ Randall D. Keys ---------------------------------------------------------- Randall D. Keys, Chief Financial Officer of Flotek Industries, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment of Chemical and Equipment Specialties, Inc. By:/s/ Randall D. Keys ---------------------------------------------------------- Randall D. Keys, Chief Financial Officer of Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S.Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Technology, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S.Penny, President of Plainsman Technology, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Esses, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Incorporated By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S.Penny, President of PADKO International Incorporated By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Translogistics, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Material Translogistics, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ---------------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------------- Glenn S. Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton ---------------------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc. LENDER: LEGACY BANK By:/s/ Authorized Signer ---------------------------------------------------------- Authorized Signer PROMISSORY NOTE Principal: $854,350.00 Loan Date: 01-04-2002 Maturity: 01-04-2005 Borrower:Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); PADKO International Incorporated Duncan,OK 73534-1109 (TIN: 73-1443489); Material Translogistics, Inc. (TIN: 73-1605226); Esses, Inc. (TIN: 73-1386155); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); Trinity Tool, Inc. (TIN: 76-0517268); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 PROMISE TO PAY. Flotek Industries, Inc., Chemical and Equipment Specialties, Inc., Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc, ("Borrower") jointly and severally promise to pay to Legacy Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Eight Hundred Fifty-four Thousand Three Hundred Fifty & 00/100 Dollars ($854,350.00), together with interest on the unpaid principal balance from January 4, 2002, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 36 payments of $25,923.07 each payment. Borrower's first payment is due February 4, 2002, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on January 4, 2005, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the minimum prime lending rate for large U.S. Money Center Commercial banks as published in the Money Rate Section of the Wall Street Journal (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each quarter. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.750% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.000 percentage point over the Index, resulting in an initial rate of 5.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Legacy Bank, Legacy Bank, PO Box 1109, 2024 N Hwy 81, Duncan, OK 73534-1109. LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $20.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 21.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with onto perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note, or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either, now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision, of this Note within the preceding twelve (12) months, it may be cured (and no event, of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Note has been accepted by Lender in the State of Oklahoma. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or other payment order including any preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by in addition to any other collateral this note is also secured by Security agreements and Mortgages on real property in Stephens County, Oklahoma from Chemical and Equipment Specialties, Inc. to Legacy Bank dated 01-23-2001, 05-30-2001 and 9-28-2001 and filed with the clerk of Oklahoma County, Oklahoma. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address; Legacy Bank PO Box 1038 Hinton, OK 73047. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. By:/s/ Randall D. Keys ----------------------------------------------------- Randall D. Keys, Chief Financial Officer of Flotek, Industries, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment Specialties, Inc. By:s/ Randall D. Keys ----------------------------------------------------- Randall D.Keys, Chief Financial Officer of Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Technology, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny,Presiden of Plainsman Technology, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Esses, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Incorporated By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of PADKO International Incorporated By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Translogistics, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------- Glenn S.Penny, President of Material Translogistics, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc. COMMERCIAL SECURITY AGREEMENT Principal: $854,350.00 Loan Date: 01-04-2002 Maturity: 01-04-2005 Borrower:Flotek Industries, Inc. (TIN: 77-0709256); Lender: Legacy Bank Chemical and Equipment Specialties, Inc. (TIN: Legacy Bank 73-1591850); Neal's Technology, Inc. (TIN: PO Box 1109 73-1512452); Plainsman Technology, Inc. (TIN: 2024 N. Hwy 81 73-1218459); PADKO International Incorporated Duncan,OK 73534-1109 (TIN: 73-1443489); Material Translogistics, Inc. (TIN: 73-1605226); Esses, Inc. (TIN: 73-1386155); Turbeco, Inc. (TIN: 76-0228889); USA Petrovalve, Inc. (TIN: 76-0448098); Trinity Tool, Inc. (TIN: 76-0517268); and Petrovalve, Inc. (TIN: 76-0513130) 7030 Empire Central Drive Houston, TX 77040 THIS COMMERCIAL SECURITY AGREEMENT dated January 4, 2002, is made and executed between Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc. ("Grantor") and Legacy Bank ("Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles including but not limited to a contract between Schlumberger Inc. and Material Translogistics, Inc. for the Raceland, LA transload facility, together with the following property: All Fixtures. In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (A) All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein, whether added now or later. (B) All products and produce of any of the property described in this Collateral section. (C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising, out of a sale, lease, or other disposition of any of the property described in this Collateral section. (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process. (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. Despite any other provision of this Agreement, Lender is not granted and will not have, a nonpurchase money security interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if because of the type of any Property, Lender is required to give a notice of the right to cancel under Truth in Lending for the Indebtedness, then Lender will not have a security interest in such Collateral unless and until such a notice is given. CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable. However, this Agreement shall not secure, and the "Indebtedness" shall not include, any obligations arising under Chapters 3 and 4 of Title 79, Revised Civil Statutes of Texas, 1925, as amended. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts' and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that: Perfection of Security Interest. Grantor agrees to execute financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change in Grantor's name; (2) change in Grantor's assumed business name(s); (3) change in the management of any Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor's principal office address; (6) change in Grantor's state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement. Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any Account becomes subject to a security interest in favor of Lender, the Account shall be a good and valid account representing an undisputed; bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement remains in effect, Grantor shall not, without Lender's prior written consent, compromise, settle, adjust, or extend payment under or with regard to any such Accounts. There shall be no setoffs or, counterclaims, against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except, those disclosed to Lender in writing. Location of the Collateral. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. Removal of the Collateral. Except in the ordinary course of Grantor's business, including the sales of inventory, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Texas, without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons. Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, Lender's reasonable attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized. Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Agreement. Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably, acceptable to Lender. Grantor, upon request of, Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. .If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility. Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. Financing Statements. Grantor authorizes Lender to file a UCC-1 financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute lien entry forms, financing statements and documents of title in Grantor's name and to execute all documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes, Grantor will promptly notify the Lender of such change. GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note or at the highest rate authorized by law, from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. If Lender is required by law to give Grantor notice before or after Lender makes an expenditure, Grantor agrees that notice sent by regular mail at least five (5) days before the expenditure is made or notice delivered two (2) days before the expenditure is made is sufficient, and that notice within sixty (60) days after the expenditure is made is reasonable. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's or any Grantor's ability to repay the Indebtedness or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or, forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to guarantor, endorser, surety, or accommodation party of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Grantor, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights, of a secured party under the Oklahoma Uniform Commercial Code. In addition, and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise dispose of the Collateral. Unless the Collateral in whole or in part is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law, reasonable notice of the time and place of any public sale, or of the time after which any private sale or other disposition is to be made. Notwithstanding any other provision of this Agreement, any requirement of notice for this purpose shall be met if notice is provided at least ten (10) days before sale or other disposition or action. Lender shall be entitled to, and Grantor shall be liable for, all reasonable costs and expenditures incurred in realizing on Lender's security interest, including without limitation, all court costs, fees for sale, selling costs and reasonable attorneys' fees as set forth in the Note or in this Agreement. All such costs shall be secured by the security interest in the Collateral covered by this Agreement. Appoint Receiver. In any action by Lender for the foreclosure of this Agreement, whether by judicial foreclosure or power of sale, Lender shall be entitled to the appointment of a receiver upon any failure of Grantor to comply with any term, obligation, covenant, or condition contained in this Agreement, the Note, or any Related Documents. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses inaction, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. All prior and contemporaneous representations and discussions concerning such matters either are included in this document or do not constitute an aspect of the agreement of the parties. Except as may be specifically set forth in this Agreement, no conditions precedent or subsequent, of any kind whatsoever, exist with respect to Grantor's obligations under this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Oklahoma. This Agreement has been accepted by Lender in the State of Oklahoma. Joint and Several Liability. All obligations of Grantor under this Agreement shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. To the extent permitted by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. To the extent permitted by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the off ending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered, deleted from this Agreement. Unless otherwise required bylaw, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. Time is of the Essence. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: Account. The word "Account" means a trade account, account receivable, other receivable, or other right, to payment for goods sold, or services rendered owing to Grantor (or to a third party grantor acceptable to Lender). Agreement. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word "Borrower" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc., and all other persons and entities signing the Note in whatever capacity. Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601; et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act; 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. Grantor. The word "Grantor" means Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means Legacy Bank, its successors and assigns. Note. The word "Note" means the Note executed by Flotek Industries, Inc.; Chemical and Equipment Specialties, Inc.; Neal's Technology, Inc.; Plainsman Technology, Inc.; PADKO International Incorporated; Material Translogistics, Inc.; Esses, Inc.; Turbeco, Inc.; USA Petrovalve, Inc.; Trinity Tool, Inc.; and Petrovalve, Inc.in the principal amount of $854,350.00 dated January 4,2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and, substitutions for the note or credit agreement. Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR HAS READ AN UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY 4, 2002. GRANTOR: FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Flotek Industries, Inc. By:/s/ Randall D. Keys ----------------------------------------------------- Randall D. Keys, Chief Financial Officer of Flotek, Industries, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Flotek Industries, Inc. CHEMICAL AND EQUIPMENT SPECIALTIES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Chemical and Equipment Specialties, Inc. By:s/ Randall D. Keys ----------------------------------------------------- Randall D.Keys, Chief Financial Officer of Chemical and Equipment Specialties, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Chemical and Equipment Specialties, Inc. NEAL'S TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Neal's Technology, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Neal's Technology, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Neal's Technology, Inc. PLAINSMAN TECHNOLOGY, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Plainsman Technology, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny,Presiden of Plainsman Technology, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Plainsman Technology, Inc. ESSES, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Esses, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Esses, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Esses, Inc. PADKO INTERNATIONAL, INCORPORATED By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of PADKO International Incorporated By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of PADKO International Incorporated By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of PADKO International Incorporated TURBECO, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Turbeco, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Turbeco, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Turbeco, Inc. USA PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of USA Petrovalve, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of USA Petrovalve, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of USA Petrovalve, Inc. TRINITY TOOL, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Trinity Tool, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S. Penny, President of Trinity Tool, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Trinity Tool, Inc. MATERIAL TRANSLOGISTICS, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Material Translogistics, Inc. By:/s/ Glenn S. Penny ---------------------------------------------------- Glenn S.Penny, President of Material Translogistics, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Material Translogistics, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. ----------------------------------------------------- Jerry D. Dumas, Sr., CEO of Petrovalve, Inc. By:/s/ Glenn S. Penny ----------------------------------------------------- Glenn S.Penny, President of Petrovalve, Inc. By:/s/ Tom D. Morton ----------------------------------------------------- Tom D. Morton, Vice President of Petrovalve, Inc. EX-10 5 okfacilitiesnote.txt EX. 10.3 - OKLAHOMA FACILITES CONTRACT Exhibit 10.3 PROMISSORY NOTE Flotek Industries, Inc., a Delaware corporation (hereinafter called "Maker"), for value received, promises and agrees to pay on or before the Maturity Date (as hereafter defined), to Oklahoma Facilities LLC, an Oklahoma limited liability company, or its assigns (hereinafter called "Payee") in lawful money of the United States of America the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000), together with interest on the unpaid principal balance at a rate equal to the 'National Prime' Rate Floating (as reported in the Wall Street Journal) +4.25% per annum, adjustable as of date of change, (calculated on the basis of a 365-day year, or a 366-day year in the case of a leap year), but in no event to exceed the maximum rate of nonusurious interest allowed from time to time by law (hereinafter called the "Contract Interest Rate"). After maturity (by acceleration or otherwise), interest shall accrue at a rate equal to the 'National Prime' Rate Floating (as reported in the Wall Street Journal) +7.25% per annum, adjustable as of date of change (hereinafter called the "Default Rate"), which indebtedness shall be payable as follows: o MAKER shall pay the holder hereof on the first day of August, September, October and November, 2002, the amount of interest which has accrued pursuant to this Note but has not been paid. o MAKER shall pay the holder hereof on the first day of December, 2002, and continuing on the first day of each succeeding calendar month thereafter through and including the earlier of the following occurrences, namely (i) July 1, 2003, or (ii) until all amounts due hereunder are paid in full, monthly payments of $8,045 each, applied first to accrued and unpaid interest, then to reduction of principal. o MAKER shall further pay the holder hereof periodic principal payments in amounts equal to each and every payment received by Maker as payment on the amount owing to Maker or its affiliate by Servicios Tecnicos Petrovalve under Invoice No. IN000995 dated April 11, 2002 in the amount of $437,075, such payments by Maker to the holder hereof to be paid within a reasonable period of time (not to exceed fifteen (15) days) following receipt by Maker of each such payment on such receivable. o All principal and accrued interest remaining unpaid shall be due and payable in one lump sum payment upon the earlier of the following occurrences: (i) within a reasonable period of time (not to exceed fifteen (15) days) following receipt in full by Maker of the amount owing to Maker or its affiliate by Servicios Tecnicos Petrovalve under Invoice No. IN000995 dated April 11, 2002 in the amount of $437,075; or (ii) August 1, 2003. If any amount owing under this Note is due and payable on a day that is not a business day, such payment shall instead be due and payable on the next succeeding business day. Maker has the right to prepay this Note in whole or in part at any time and from time to time without penalty, on not less than five business days' prior notice. Any such prepayment shall be applied first to accrued but unpaid interest, then to principal. FOR PURPOSES of this Note, an "Event of Default" shall occur whenever: (a) A default is made in the payment when due of any payment due hereunder or any amount required to be paid by the Maker under the terms of this Note and such default continues for five (5) days after such due date, (b) Maker shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect, and (c) an involuntary case or other proceeding shall be commenced against Maker which seeks liquidation, reorganization or other relief with respect to Maker or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect and such involuntary case or other proceeding shall remain undismissed for a period of 90 days. IF AN Event of Default shall occur, the holder hereof may, at the option of the holder, without demand, notice, or presentment, declare the entire unpaid principal balance of this Note, together with all accrued unpaid interest thereon, to be due and payable immediately. Upon any such declaration, the principal of this Note and all accrued interest shall become and be immediately due and payable, and the holder hereof may thereupon proceed to protect and enforce the obligations of the Maker hereunder by suit in equity, by action of law, or by other appropriate proceedings, whether for specific performance (to the extent permitted by law) of any covenant or agreement contained herein or in aid of the exercise of any power granted herein, or proceed to enforce the payment of this Note or to enforce any other legal or equitable right of the holder hereof. MAKER agrees to pay all reasonable costs and expenses (including attorneys' fees and expenses) expended or incurred by Payee in connection with the enforcement of this Note and collection of any sums due hereunder. IT IS the intention of Maker and Payee to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the laws of the State of Oklahoma and the laws of the United States of America), then, in that event, notwithstanding anything to the contrary herein or in any agreement entered into in connection with or as security for this Note, it is agreed that the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under this Note or under any of the other aforesaid agreements or otherwise in connection with this Note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be canceled automatically and, if theretofore paid, shall be credited on the Note by the holder hereof (or, to the extent that this Note shall have been or would thereby be paid in full, refunded to the Maker). THE PAYMENT of this Note is secured pursuant to the terms of a Security Agreement dated the date hereof between Maker and Payee (the 'Security Agreement'). MAKER agrees that $284,040 of the proceeds of the loan evidenced by this Note shall be advanced by Payee directly to Jan-L Construction Co., Inc.('Jan-L'), for the immediate payment and satisfaction in full to Jan-L of the amount owing by a subsidiary of Maker to Jan-L under Application and Certificate for Payment dated March 5, 2002. Maker further agrees that Payee shall directly advance to Jan-L, out of the proceeds of the loan evidenced by this Note, Jan-L's attorney fees actually incurred in connection with the filing of its Mechanics and Materialmen's Lien (but in no event to exceed $1,650). THIS NOTE has been executed and delivered in the State of Texas but shall be construed in accordance with and governed by the laws of the State of Oklahoma and of the United States of America. Maker and Payee agree that the venue for any action brought to enforce, construe, invalidate, or in any other respect dealing with this Note shall exclusively be in the District Court of Stephens County, State of Oklahoma. FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. -------------------------- Name:Jerry D. Dumas, Sr. Title:CEO of Flotek Industries, Inc. COLLATERAL ASSIGNMENT OF RECEIVABLE THAT FLOTEK INDUSTRIES, INC., and PETROVALVE, INC., whose address is 7030 Empire Central Drive, Houston, Texas 77040 ("Obligors"), for a good and valuable consideration paid, the receipt and sufficiency of which is hereby acknowledged, hereby TRANSFER, ASSIGN and CONVEY unto OKLAHOMA FACILITIES, LIMITED LIABILITY COMPANY, an Oklahoma limited liability company ("Secured Party"), and further grant to Secured Party a security interest in the accounts receivable described in Exhibit A (referred to as the "Collateral" or the "Pledged Receivable"). TO HAVE AND TO HOLD the above described Collateral, together with all rights and privileges which the Obligors may have by virtue of being the legal and equitable owners and holder of said Collateral. This transfer and assignment is made to secure the performance and payment of that certain Promissory Note dated July 19, 2002 by and between Flotek Industries, Inc. and Secured Party (herein called the "Note"), payable by Flotek Industries, Inc. to the order of Secured Party, all renewals and extensions thereof, and upon full payment thereof this transfer shall be null and void and the Collateral shall, at the expense of Obligors, be retransferred, without warranty or recourse, to Obligors by Secured Party. Obligors warrant and covenant that (i) they own the Collateral above described and have good right and title to the same and full right, authority and power to convey the same to Secured Party as herein set forth and are granting a valid first security interest to Secured Party in and to the Collateral, (ii) the outstanding principal balance on the Collateral owing Obligors is as described in Exhibit "A" hereto, and (iii) the principal places of business and states of corporate registration (issuance of corporate charter) of the Obligors and their predecessor and affiliate companies are only in the States of Delaware, Texas and/or Oklahoma. In the event of default in the payment of any sums due under the Note in accordance with the terms thereof, as may be applicable, Secured Party may elect, Obligors hereby expressly waiving notice, demand and presentment, to declare the entire indebtedness hereby secured immediately due and payable. In the event of default in the payment of said obligation when due or declared due, Secured Party shall have the right to sell the Collateral at public sale or private sale, as permitted under the Uniform Commercial Code of the State of Oklahoma, and Secured Party shall transfer to the purchaser at such sale said Collateral, and the recitals in such transfer shall be prima facie evidence of the truth of the matters therein stated and all prerequisites to such sale required hereunder and under the laws of this State shall be presumed to have been performed. The proceeds of the sale shall be applied first to reasonable expenses of the sale and then toward the payment of the Note rendering the balance, if any, and surplus, if any, to the person or persons legally entitled thereto under the Uniform Commercial Code of the State of Oklahoma. Secured Party shall have the right to purchase at any such sale, as permitted under the Uniform Commercial Code of the State of Oklahoma. Secured Party, in addition to the rights and remedies provided in the preceding paragraph, shall have the rights and remedies of a Secured Party under the Uniform Commercial Code of the State of Oklahoma, and Secured Party shall be entitled to avail itself of all such other rights and remedies as may now or hereafter exist at law or in equity for the collection of said indebtedness and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Oklahoma or by any other law of the State of Oklahoma, shall not prevent the concurrent employment of any other appropriate remedy or remedies. The requirement of reasonable notice to Obligors of the time and place of any public sale of the Collateral, or of the time after which any private sale or any other intended disposition thereof is to be made, shall be met if such notice is mailed, postage prepaid, to Obligors at the address of Obligors designated at the beginning of this instrument, at least ten (10) days before the date of any public sale or at least ten (10) days before the time after which any private sale or other disposition is to be made. Secured Party may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. The security interest herein created shall not be affected by or affect any other security taken for the obligation hereby secured, or any part thereof, and any extensions may be made of the obligation without affecting the priority of this security interest or the validity thereof without reference to any third party, and the obligee of said obligation shall not be limited by any election of remedies if it chooses to foreclose this security interest by suit. The right to sell under the terms hereof shall also exist cumulative with said suit and one method shall not bar the other, but both may be extended at the same or different times, nor shall one be a defense to the other. The pronouns used in this agreement are in the masculine gender but shall be construed as feminine or neuter as occa-sion may require. "Secured Party" and "Obligors" as used in this agreement include, shall bind and inure to the benefit of the respective heirs, executors or administrators, successors, representatives, receivers, trustee and assigns of such parties. The law governing this secured transaction shall be the Uniform Commercial Code as adopted in the State of Oklahoma and other applicable laws of the State of Oklahoma. All terms used herein which are defined in the Uniform Commercial Code of the State of Oklahoma shall have the same meaning herein as in said Code. Obligors authorize Secured Party, at Secured Party's option and subsequent to default on the Note, to collect and receipt for any and all sums becoming due upon the Promissory Notes, such sums to be held by Secured Party without liability for interest thereon, and apply the same toward the payment of the Promissory Notes as and when the same becomes payable and Secured Party shall have the full control of the Collateral until the Promissory Notes are fully paid and shall have the further right to release the lien or liens securing the Promissory Notes upon the full and final payment thereof to Secured Party, but Secured Party is under no obligation to make or enforce the collection of the Promissory Notes and the failure of Secured Party for any cause to make or enforce the collection thereof shall not in any way prejudice the right of Secured Party to thereafter make or enforce collection thereof or in any way affect the indebtedness to Secured Party hereby secured. EXECUTED this 25th day of July, 2002. "OBLIGORS": FLOTEK INDUSTRIES, INC. By:/s/ Jerry D. Dumas, Sr. -------------------------- Name: Jerry D. Dumas, Sr. Title:CEO of Flotek Industries, Inc. PETROVALVE, INC. By:/s/ Jerry D. Dumas, Sr. -------------------------- Name: Jerry D. Dumas, Sr. Title:CEO of Petrovalve, Inc. EXHIBIT "A" The Collateral is: The amounts owed by Servicios Tecnicos Petrovalve to the Obligor pursuant to the following invoice: Document No. Doc. Date Due Date Amount IN000995 4/11/02 5/11/02 $437,075.00 EX-99 6 certification2002q2.txt EX. 99.1 - CEO CERTIFICATION Exhibit 99.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report of Flotek Industries, Inc. (the "Company") on Form 10 QSB for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (August 14, 2002), Jerry D. Dumas, Sr., as Chief Executive Officer of the Company, and Mark D. Kehnemund, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Jerry D. Dumas, Sr. Date: August 14, 2002 - --------------------------- ------------------------------ Jerry D. Dumas, Sr. Chief Executive Officer /s/ Mark D. Kehnemund Date: August 14, 2002 - --------------------------- ------------------------------ Mark D. Kehnemund Chief Financial Officer This certification accompanies this Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----