ex10_22.htm


    
      

    

    Exhibit
10.22

     

    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
FOR SUCH SALE OR TRANSFER.

     

    SUBORDINATED
PROMISSORY NOTE

     

    
      
        	
                $3,000,000.00

              	
                February
      10, 2009

              


      

    

     

    BOOTS
& COOTS SERVICES, LLC, a Texas limited liability company ("Maker"), for value
received, hereby promises to pay to the order of JOHN W. WRIGHT, his successors
and permitted assigns ("Payee"), the
principal sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) or such lesser
amount as shall equal the unpaid aggregate balance of this Subordinated
Promissory Note (this "Note"), in lawful
money of the United States of America and in immediately available funds, on the
date set forth herein, and to pay interest on the unpaid principal balance of
this Note outstanding from time to time, on the dates set forth herein at the
Payee's address set forth in Section 4.4, in immediately available funds, for
the period commencing on the date hereof until this Note shall be paid in full,
all in accordance with the terms of this Note.

     

    1.            
The
Loan.  This Note evidences part of the consideration issued to
the Payee by the Maker pursuant to that certain Share Purchase Agreement, dated
as of February 10, 2009 (the "Purchase Agreement"),
between the Payee and the Maker.  The principal balance of this Note
is subject to adjustment, and may be reduced, pursuant to the terms of the
Purchase Agreement.

     

    2.            
Terms of this
Note.

     

    2.1           Interest.  Interest
shall accrue (computed on the basis of a 365/366 day year) on the then
outstanding principal balance hereof at a rate equal to the lesser of (a) eight
percent (8%) per annum or (b) the Highest Lawful Rate (as hereinafter
defined).  Interest on this Note shall be due and payable (i) on
[August 15th and
February 15th ] of
each year, and (ii) on the Maturity Date (as hereinafter defined).

     

    2.2           Principal.  Maker
shall pay to Payee the outstanding principal balance of this Note on the 91st day
following the earlier to occur of the following: (i) the Senior Payment Date (as
hereinafter defined); or (ii) the five (5) year anniversary date of this
Note.  The date on which such principal amount is due is referred to
herein as the "Maturity
Date."  For purposes hereof, "Senior Payment Date"
means the date on or prior to which all of the following shall have occurred:
(a) indefeasible payment in full in cash of all Senior Debt (as defined below),
(b) the termination or expiration of all commitments to advance or create Senior
Debt, including but not limited to, the Commitments (as defined in the Credit
Agreement referred to below), (c) the termination or expiration of all letters
of credit issued or deemed to be issued under any of the Senior Debt Documents,
including but not limited to, the Credit Agreement, and (d) the termination or
novation of all Hedging Arrangements with Swap Counterparties (as each term is
defined in the Credit Agreement referred to below).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.3           Payments.  Unless
otherwise stated, all monetary amounts expressed under this Note and all
payments due under this Note are expressed in and shall be due in U.S.
Dollars.  Maker shall make all payments required under this Note not
later than 2:00 p.m. Houston, Texas, time on any date when due by wire transfer
of immediately available funds to the Payee's account as directed in writing by
the Payee to the Maker or, at the option of the Payee, in such manner and at
such place in the United States as the Payee shall have designated to the Maker
in writing pursuant to the provisions of this Note.  Whenever any
payment to be made under this Note shall be stated to be due on a day other than
a Business Day, such payment shall be due and payable on the next succeeding
Business Day.  If the date for payment of any obligation is not
specified in this Note, such obligation shall be payable upon
demand.  As used herein, "Business Day" shall
mean any day other than a Saturday, Sunday or a day on which banking
institutions in Houston, Texas are authorized or obligated by law or executive
order to close.

     

    2.4           Conformance with
Laws.  It is the intention of the parties hereto that the Payee
shall conform strictly to usury laws applicable to it.  Accordingly,
if the transactions contemplated hereby would be usurious as to the Payee under
laws applicable to it (including the laws of the United States of America and
the State of Texas or any other jurisdiction whose laws may be mandatorily
applicable to the Payee notwithstanding the other provisions of this Note),
then, in that event, notwithstanding anything to the contrary in this Note or
any agreement entered into in connection with or as security for this Note, it
is agreed as follows:  (1) the aggregate of all consideration which
constitutes interest under law applicable to the Payee that is contracted for,
taken, reserved, charged or received by the Payee under this Note or agreements
or otherwise in connection herewith shall under no circumstances exceed the
maximum amount allowed by such applicable law, and any excess shall be canceled
automatically and if theretofore paid shall be credited by the Payee on the
principal amount of this Note (or, to the extent that the principal amount of
this Note shall have been or would thereby be paid in full, refunded by the
Payee to the Maker); and (2) in the event that the maturity of this Note is
accelerated by reason of an election of the Payee resulting from any Event of
Default under this Note, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under law
applicable to the Payee may never include more than the maximum amount allowed
by such applicable law, and excess interest, if any, provided for in this Note
or otherwise shall be canceled automatically by the Payee as of the date of such
acceleration or prepayment and, if theretofore paid, shall be credited by the
Payee on the principal amount of this Note (or, to the extent that the principal
amount of this Note shall have been or would thereby be paid in full, refunded
by the Payee to the Maker).  All sums paid or agreed to be paid to the
Payee for the use, forbearance or detention of sums due hereunder shall, to the
extent permitted by law applicable to the Payee, be amortized, prorated,
allocated and spread throughout the stated term of this Note until payment in
full so that the rate or amount of interest on account of this Note hereunder
does not exceed the maximum amount allowed by such applicable law.  If
at any time and from time to time (1) the amount of interest payable to the
Payee on any date shall be computed at the Highest Lawful Rate applicable to the
Payee pursuant to this Section 2.4 and (2) in respect of any subsequent interest
computation period the amount of interest otherwise payable to the Payee would
be less than the amount of interest payable to the Payee computed at the Highest
Lawful Rate applicable to the Payee, then the amount of interest payable to the
Payee in respect of such subsequent interest computation period shall continue
to be computed at the Highest Lawful Rate applicable to the Payee until the
total amount of interest payable to the Payee shall equal the total amount of
interest which would have been payable to the Payee if the total amount of
interest had been computed without giving effect to this Section
2.4.  To the extent that Chapter 303 of the Texas Finance Code is
relevant for the purpose of determining the Highest Lawful Rate applicable to
the Payee, the Payee elects to determine the applicable rate ceiling under such
Chapter by the weekly ceiling from time to time in effect.  Chapter
346 of the Texas Finance Code does not apply to the Maker’s obligations
hereunder.  As used herein, “Highest Lawful Rate”
shall mean, with respect to the Payee, the maximum nonusurious interest rate, if
any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the Note under laws applicable to the Payee
which are presently in effect or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws allow as of the date
hereof.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    2.5           Prepayment.  So
long as the Senior Payment Date has occurred, this Note may be prepaid by the
Maker at any time thereafter without premium or penalty.  Prior to the
occurrence of the Senior Payment Date, this Note shall not be prepaid (unless
otherwise permitted, or not otherwise prohibited, under the Senior Debt
Documents) and shall be subject to the subordination provisions set forth
below.  Any prepayments will be applied first against accrued and
unpaid expenses owing under this Note (if any), then against accrued and unpaid
interest then payable pursuant to the provisions of this Note, and then against
unpaid principal.

     

    2.6           Waivers.  The
Maker waives diligence, presentment, demand, protest, notice of intent to
accelerate the maturity hereof, notice of acceleration of the maturity hereof,
and notice of every kind whatsoever.  The failure of the Payee to
exercise any of its rights under this Note in any particular instance will not
constitute a waiver of the same or of any other right in that or any subsequent
instance.

     

    2.7           Binding.  This
Note will be binding upon the Maker and its successors and assigns and will
inure to the benefit of the Payee and its successors and assigns.  The
Payee further agrees not to sell, assign, transfer or endorse any right to
receive any payment hereunder to anyone except subject to the terms and
conditions of this Note.

     

    2.8           Subordination.

     

    (a)           As
used in this Note, "Senior Debt" shall
mean and include (i) all indebtedness, obligations and liabilities of the Maker,
whether currently outstanding or hereafter incurred, under that certain Credit
Agreement, dated as of February 10, 2009 among the Maker, Boots & Coots
International Well Control, Inc., the lender parties thereto, and Wells Fargo
Bank, National Association (“Wells Fargo”), as
administrative agent (in such capacity, the "Administrative
Agent"), as the issuing lender, and the swing line lender (as such
agreement may be amended, restated, extended, supplemented or otherwise modified
from time to time, the "Credit Agreement"),
(ii) all other Secured Obligations (as defined in the Credit Agreement), and
(iii) all indebtedness, obligations and liabilities of the Maker, whether
currently outstanding or hereafter incurred, under any other loan agreement,
credit agreement, note or similar instrument or agreement whether such now
existing or hereafter entered into with any lender party to the Credit Agreement
from time to time (as the same may be amended, restated, extended, supplemented
or otherwise modified from time to time, a "Loan Agreement"), or
any other document or instrument evidencing, securing, guaranteeing, or in any
way pertaining to the transactions contemplated by any Loan Agreement (as the
same may be amended, restated, extended, supplemented or otherwise modified from
time to time, the "Loan Documents",
together with the Loan Agreements, the Credit Agreement and the Credit Documents
(as defined in the Credit Agreement), the "Senior Debt Documents"), in each
case as to clause (i), (ii) and (ii) above, as such indebtedness, obligations,
liabilities and other Secured Obligations may be amended, restated, extended,
supplemented, or otherwise modified from time to time.  The lender
parties to the Senior Debt Documents, the other "Secured Parties" as defined in
the Credit Agreement and Wells Fargo, individually and in its capacity as the
Administrative Agent, Issuing Lender, Lender and Swing Line Lender under the
Credit Agreement, are collectively referred to herein as the
“Lenders.”  Actions taken by the Lenders pursuant to the terms of this
Note shall be at the instruction of the holders of a majority in interest of the
principal amount of the Senior Debt then outstanding (recognizing that, with
respect to the Senior Debt represented by a particular Senior Debt Document,
another threshold may be required pursuant to the terms of such Senior Debt
Document).  Such action may be taken by a trustee, agent or
representative designated by the Lenders for such purposes, and may include any
"Administrative Agent" under and as defined in any Senior Debt
Document.  Notwithstanding anything herein to the contrary, "Senior Debt" shall
not include any indebtedness, obligation or liability of the Maker, whether
currently outstanding or hereafter incurred, that is created by, and initially
owed to, a creditor that is not a lender party to the Credit Agreement or an
affiliate of a lender party to the Credit Agreement even though such
indebtedness, obligation or liability may have been subsequently assigned to,
and assumed by, a lender party to the Credit Agreement.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (b)           The
Payee hereby subordinates any and all claims now or hereafter owing to it by the
Maker under this Note to any and all Senior Debt (including, without limitation,
interest, fees, costs, reimbursements or other payments on the Senior Debt paid
or accrued after the commencement of an Insolvency Proceeding (as hereinafter
defined) and whether or not such claims are deemed allowed or recoverable in any
Insolvency Proceeding, and payment of or for adequate protection pursuant to any
Insolvency Proceeding), and agrees that, except as
set forth in Section 2.8(c) below, the Senior
Payment Date shall
have occurred before any payment may be made on this Note, whether of principal
or interest or other indebtedness or other obligations.  Except
with respect to the exercise of remedies by the Payee in accordance with Section
2.8(e) hereof, the Payee agrees not to acquire any security interests in,
security titles to, and other liens and encumbrances on any of the present or
future collateral securing Senior Debt (the “Collateral”) or any
other assets, properties or rights of the Maker, its affiliates or its
subsidiaries.  In the event that the Payee should acquire any security
titles to, and other liens and encumbrances on any of the present or future
Collateral, the Payee hereby subordinates and makes inferior any and all of its
now existing or hereafter acquired security interests in such security titles
to, and other liens and encumbrances on any of the present or future Collateral,
any security interests, security titles or other liens and encumbrances on the
Collateral arising under any security agreement created or existing in respect
of the Senior Debt.

     

    (c)           Notwithstanding
anything to the contrary contained herein, so long as no "Default" or "Event of
Default" has occurred and is continuing under any Senior Debt Document and no
"Default" or "Event of Default" would immediately occur under any Senior Debt
Document as a result of such payment, the Maker may make (i) such regularly
scheduled payments of interest due under Section 2.1 of this Note and (ii)
payment of principal due on the Maturity Date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           The
Payee agrees that the priority of the Senior Debt set forth above shall continue
during any insolvency, receivership, bankruptcy, dissolution, liquidation, or
reorganization proceeding, or in any other proceeding, whether voluntary or
involuntary, by or against the Maker, under any bankruptcy or insolvency law or
other similar laws, including, without limitation, any federal or state law
relating to the relief of debtors of any jurisdiction, or involving any
custodian, liquidator or trustee whether now or hereafter in effect, and in any
out-of-court composition, assignment for the benefit of creditors, readjustment
of indebtedness, reorganization, extension or other debt arrangement of any kind
(collectively, an “Insolvency
Proceeding”).  In the event of any payment, distribution,
division or application, partial or complete, voluntary or involuntary, by
operation of law or otherwise, of all or any part of the property, assets or
business of the Maker, any affiliate thereof or any subsidiary thereof, or the
proceeds thereof, or any securities of the Maker, to the Payee, by reason of any
liquidation, dissolution or other winding up of the Maker or its business or by
reason of any sale or Insolvency Proceeding, then any such payment or
distribution of any kind or character, whether in cash, property or securities,
which, but for the subordination provisions of this Section 2.8, would otherwise
be payable or deliverable upon or in respect of this Note, shall instead be paid
over or delivered directly to the Lenders, for application to the payment of the
Senior Debt, to the extent necessary to make payment of the Senior Debt
remaining unpaid after giving effect to any concurrent payment or distribution
to the Payee, and no holder of this Note shall receive any such payment or
distribution or any benefit therefrom to such extent until the Senior Payment
Date has occurred after which such payments or distributions may be applied to
payment of the indebtedness evidenced by this Note if and to the extent
permitted by law.

     

    (e)           Until
the Senior Payment Date, the Payee shall not (a) take any action or exercise any
remedy against the Maker to enforce the obligations of the Maker under this
Note; (b) take any action or exercise any remedy against any guarantor of, or
pledgor securing, the Senior Debt in order to collect any of the indebtedness
evidenced by this Note; or (c) commence, or join with any other creditor of the
Maker in commencing, any bankruptcy, reorganization or Insolvency Proceeding
against the Maker; or (d) take any action or exercise any remedy related to this
Note against any property or assets of any guarantor of, or pledgor securing,
the Senior Debt;  provided that, if any Insolvency Proceedings shall
be initiated by, or filed against, the Maker, then the Payee shall be permitted
to accelerate the obligations owing under this Note but shall not be permitted
to take any other action or exercise any other remedy against the Payee without
the prior written consent of the Lenders.  Notwithstanding anything
contained in this Note to the contrary, in no event shall the Payee be entitled
to receive and retain any securities, equity or otherwise, or other
consideration in respect of the indebtedness evidenced by this Note provided for
in (x) a plan of reorganization or otherwise in connection with any bankruptcy
or Insolvency Proceeding or (y) any other judicial or nonjudicial proceeding for
the liquidation, dissolution or winding up of the Maker or the assets or
properties of the Maker, in any case unless the Senior Payment Date has
occurred.

     

    (f)           The
Payee agrees, solely for the benefit of the holders of Senior Debt, that no
consent of the Payee or any other holder of this Note shall be required for any
modification, renewal, extension, rearrangement, increase, or refinancing of any
Senior Debt, or waiver of any guaranty therefore, or release of any Collateral,
or any other alteration of the relationship between the Maker and any holder of
Senior Debt.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (g)           Until
the Senior Payment Date has occurred, the Payee waives all rights of
subrogation, reimbursement and any similar rights with respect to the
indebtedness evidenced by this Note.  After the Senior Payment Date
has occurred, to the extent permitted by law, the Payee shall be subrogated to
the rights of the Lenders to receive distribution of assets of the Maker, or
payments by or on behalf of the Maker, made on the Senior Debt, until this Note
shall be paid in full.  No payments to the Payee pursuant to any right
of subrogation shall, as among the Maker, its creditors other than the Lenders
and the Payee, be deemed to be a payment or distribution by the Maker on account
of the Senior Debt.

     

    (h)           The
Payee acknowledges and agrees that each Lender, whether outstanding at the date
of this Note or incurred hereafter, shall have extended credit to the Maker, or
shall have purchased or accepted or will purchase or accept such Senior Debt, in
reliance upon the subordination and standstill provisions contained in this
Note.

     

    (i)           For
so long as (A) the Senior Payment Date has not occurred, and (B) the Payee and
other holders of the indebtedness evidenced by this Note shall have not promptly
filed a claim or proof or claim in respect of the indebtedness evidenced by this
Note in connection with an Insolvency Proceeding, the Lenders shall have the
right to act as attorney-in-fact for the Payee and other holders of the
indebtedness evidenced by this Note for the purposes of filing a claim or proof
of debt in respect of the indebtedness evidenced by this Note in the form
required in any such Insolvency Proceeding for and on behalf of the holders of
indebtedness evidenced by this Note.

     

    (j)           All
of the Senior Debt (or any commitments in respect of such Senior Debt) shall be
deemed to have been made or incurred in reliance upon this Note.  The
Payee expressly waives all notice of the acceptance by any Lender of the
subordination and other provisions of this Note and all other notices not
specifically required pursuant to the terms of this Note whatsoever, and the
Payee expressly consents to reliance by the Lenders upon the subordination and
other agreements as herein provided.  The Payee agrees that the
Lenders have not made warranties or representations with respect to the due
execution, legality, validity, completeness or enforceability of the Senior Debt
Documents and other related documents or the collectability of the obligations
thereunder, that the Lenders shall be entitled to manage and supervise their
loans or other extensions of credit in accordance with applicable law and their
usual practices, modified from time to time as they deem appropriate under the
circumstances, and that the Lenders shall not have any liability to the Payee
for, and the Payee waives any claim (except with respect to gross negligence or
willful misconduct) which the Payee may now or hereafter have against any Lender
arising out of or relating to (i) any and all actions which such Lender takes or
omits to take (including, without limitation, actions with respect to the
creation, perfection or continuation of liens or security interests in the
Senior Debt, actions with respect to the occurrence of a "Default" or "Event of
Default" under any Senior Debt Document, actions with respect to the foreclosure
upon, sale, release, or depreciation of, or failure to realize upon, any
Collateral and actions with respect to the collection of any claim for all or
any part of the Senior Debt from any account debtor, guarantor or any other
party) with respect to the documents regarding the Senior Debt or any other
agreement related thereto or to the collection of the Senior Debt or the
valuation, use, protection or release of the Collateral and/or other security
for the Senior Debt, (ii) such Lender’s election, in any proceeding instituted
under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.)
(the “Bankruptcy
Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code
or any other Insolvency Proceeding, and/or (iii) any making of loans to, or
grant of a security interest under Section 364 of the Bankruptcy Code by, the
Maker as debtor or debtor-in-possession.  In addition, if any Lender
sells or otherwise disposes of any Collateral, the Payee agrees that such Lender
shall be entitled to do so “AS-IS, WHERE-IS” without recourse or warranty or
representation of any kind.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (k)           The
Payee hereby agrees that the Lenders shall have absolute power and discretion,
without notice to the Payee in its capacity as a creditor under this Note, to
deal in any manner with the Senior Debt, including demanding payment of
interest, costs and expenses payable by the Maker to the Lenders, and any
security and guaranties therefor including, but not limited to, release,
surrender, extension, renewal, acceleration, compromise, or
substitution.  The Payee hereby waives and agrees not to assert
against any Lender any rights that a guarantor or surety could exercise,
including without limitation any and all rights to notice of the creation,
renewal, extension, modification, compromise or release of any of the Senior
Debt or any collateral therefor or guaranties thereof, in whole or in part; but
nothing in this Note shall constitute the Payee a guarantor or
surety.  If, at any time hereafter, the Lenders shall, in their own
judgment, determine to discontinue the extension of credit to or on behalf of
the Maker in compliance with any Senior Debt Document, the Lenders may do
so.  The Payee acknowledges that, in accepting the subordinated claim
provided for herein, it did not and is not relying in any way upon the
extensions of credit by the Lenders to the Maker.  This Note, the
obligations of the Payee owing to the Lenders, and the Lenders’ rights and
privileges hereunder shall continue until the Senior Payment Date has occurred,
notwithstanding any action or non-action by the Lenders with respect to the
Senior Debt or with respect to any Collateral therefor or any guaranties
thereof.  All rights, powers and remedies hereunder shall apply to all
past, present and future Senior Debt and commitments with respect thereto,
including under successive transactions, any of which may continue, renew,
increase, decrease or from time to time create new Senior Debt and
notwithstanding that from time to time the Senior Payment Date may have
occurred.  Any provision of any document, instrument or agreement
evidencing, securing or otherwise relating to the indebtedness evidenced by this
Note purporting to limit or restrict in any way the Maker's ability to enter
into any agreement with any Lender to amend or modify any document, instrument
or agreement evidencing, securing or otherwise relating to the Senior Debt shall
be deemed of no force or effect until the Senior Payment Date has
occurred.

     

    (l)           The
obligations hereunder of the Payee or any other holders of indebtedness
evidenced by this Note shall continue to be effective, or be reinstated, as the
case may be, if at any time any payment in respect of any Senior Debt is
rescinded or must otherwise be restored or returned by a holder of Senior Debt
by reason of any Insolvency Proceeding or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Maker or any substantial part of its property, or otherwise, all as though such
payment had not been made.

     

    (m)           The
Payee agrees to pay all costs, and reasonable legal expenses and attorneys',
paralegals' and other professionals' fees of every kind paid or incurred by the
Administrative Agent and Lenders in enforcing their rights hereunder against the
Payee, including, but not limited to, litigation instituted in a State or
Federal Court, as hereinafter provided (including, without limitation,
proceedings under the Bankruptcy Code or any Insolvency Proceeding) in enforcing
this Note, promptly on demand of the Payee or other person paying or incurring
the same, to the extent that the Lenders are the prevailing parties in such
litigation.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (n)           The
Maker agrees to pay all costs, legal expenses and attorneys’, paralegals’ and
other professionals’ fees of every kind paid or incurred by the Payee in
enforcing its rights hereunder against the Maker, including, but not limited to,
litigation instituted in a State or Federal Court, as hereinafter provided
(including, without limitation, proceedings under the Bankruptcy Code or any
Insolvency Proceeding) in enforcing this Note, promptly on demand of the Payee
or other person paying or incurring the same.

     

    (o)           In
case any funds shall be paid or delivered to the Payee in violation of any
provision of this Section 3.8, such funds shall be held in trust by the Payee
for and immediately paid and delivered to the Lenders (in the form received
endorsed over to the Lenders) for application to the payment of Senior
Debt.

     

    
      	
               
      

            	
              3.

            	
              Events of Default and
      Remedies.

            


    

     

    3.1           Events of
Default.  An "Event of Default" will exist if any of the
following occurs and is continuing:

     

    (a)           the
Maker fails to make any payment of principal or interest (other than deferred
interest in accordance with the provisions of Section 2.1) on this Note, or on
any other payment obligation of any nature pursuant to this Note, when and as
such principal becomes due and payable or five (5) days after such interest
becomes due and payable, in each case whether by acceleration or
otherwise;

     

    (b)           the
outstanding principal amount of all Senior Debt shall be declared to be due and
payable or required to be prepaid (other than by regularly scheduled payment or
by mandatory prepayment events provided for in any Senior Debt Document) prior
to the stated maturity thereof;

     

    (c)           the
voluntary commencement of any Insolvency Proceeding; or

     

    (d)           the
involuntary commencement of any Insolvency Proceeding if such proceeding is not
stayed within 90 days of the commencement thereof.

     

    3.2           Remedies.

     

    (a)           If
an Event of Default specified in Section 3.1(a), (b) or (c) has occurred and is
continuing, the Payee will have the right to accelerate payment of the entire
principal of, and all interest accrued on, this Note, and, upon such
acceleration, this Note will thereupon become forthwith due and payable, without
any presentment, demand, protest or other notice of any kind, all of which are
expressly waived, and the Maker will forthwith pay to the Payee the entire
outstanding principal of, and interest accrued on, this Note; provided however, that the
Payee will have no right to accelerate payment of the principal of this Note for
an Event of Default under Section 3.1(a) until such time as the Senior Payment
Date has occurred.  With respect to an Event of Default under Sections
3.1(d) acceleration will be automatic.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           Subject
to Section 2.8, in case any one or more of the Events of Default specified in
Section 3.1 has occurred and is continuing, the Payee may further proceed
to protect and enforce its rights with respect to this Note in accordance with
the procedures described below in Section 4.1.

     

    (c)           In
case any one or more of the Events of Default specified in Section 3.1 has
occurred and is continuing, the Payee also may, upon demand, in addition to the
Payee's other rights and remedies under this Note, assess the Maker addition
interest equal to two percent (2%) per annum on the outstanding principal
balance of this Note, such rate of interest to accrue from the date of such
demand until the earlier of (i) such time as such Event of Default is no longer
continuing, at which time the interest rate shall be determined in accordance
with Section 2.1, or (ii) such time as such outstanding principal balance have
been paid in full.

     

    (d)           No
course of dealing on the part of the Payee or any delay or failure on the part
of the Payee to exercise any right will operate as a waiver of such right or
otherwise prejudice the Payee's rights, powers and remedies.

     

    4.           Miscellaneous.

     

    4.1           Dispute
Resolution.  Any disputes arising in connection with the
adjustment of this Note pursuant to the Purchase Agreement (other than disputes
with the Administrative Agent or any Lender) shall be subject to and shall be
exclusively resolved pursuant to the dispute resolution procedure referenced in
Section 2.5 of the Purchase Agreement.

     

    4.2           Amendment and
Waiver.  This Note may be amended, and the observance of any
term of this Note may be waived or consented to, with and only with the written
consent of the Maker, the Payee and the Administrative Agent (with the consent
of the Administrative Agent to be at its sole reasonable discretion but subject
to the terms of the Senior Debt Documents).

     

    4.3           Waiver. Any waiver or
failure to insist upon strict compliance with any obligation, covenant,
agreement or condition of this Note will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.  Any waiver of any
provision of this Note shall be made pursuant to the provisions of Section
4.1.

     

    4.4           Entire
Agreement.  This Note and the other Transaction Documents (as
defined in the Purchase Agreement) are an integral part of the transaction as
contemplated by the Purchase Agreement, and this Note, the Purchase Agreement
and the other Transaction Documents are intended by the Maker and the Payee to
be treated for all purposes as an integrated and single agreement,
notwithstanding the fact that each of this Note, the Purchase Agreement and the
other Transaction Documents is a separate document.  This Note,
together with the Purchase Agreement and the other Transaction Documents,
together with all exhibits and schedules to each document, constitute the entire
final agreement and understanding between the parties pertaining to the subject
matter of each document and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties, and may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreement of the parties.  There are no other
warranties, representations or other agreements between the parties in
connection with the subject matter and there are no unwritten oral agreements
between the parties.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.5           Notices.  Unless
otherwise provided herein, any notice, request, consent, instruction or other
document to be given hereunder by any party hereto to the other party hereto
shall be in writing and will be deemed given (a) when received if delivered
personally or by courier; or (b) on the date receipt is acknowledged if
delivered by certified mail, postage prepaid, return receipt requested; or (c)
one day after transmission if sent by facsimile transmission with confirmation
of transmission, as follows:

     

    If to Payee, addressed
to:

     

     John W.
Wright

    3026
Serena Vista

    Houston,
Texas 77068

    Facsimile:  1-208-988-4007
Attention Joni L. Zagst

     

    If to the
Maker, addressed to:

     

    c/o Boots
& Coots International Well Control, Inc.

    7908 N.
Sam Houston Parkway West, 5th Floor

    Houston,
Texas 77064

    Attention:  Dewitt
H. Edwards

    Facsimile:  281-931-8302

     

    or to
such other place and with such other copies as either party may designate as to
itself by written notice to the others in accordance with this Section
4.5.

     

    4.6           Assignment; Third Party
Beneficiaries.  This Note will be binding upon and inure to the
benefit of the Maker and its successors and permitted assigns, but neither this
Note nor any of the rights, interests or obligations under this Note may be
assigned by the Maker without the prior written consent of the
Payee.  This Note will be binding upon and inure to the benefit of the
Payee and its successors, heirs, personal representatives and permitted assigns,
but neither this Note nor any of the rights, interests or obligations hereunder
may be assigned by the Payee without the prior written consent of the
Maker.  In addition, neither this Note nor any of the rights,
interests or obligations hereunder may be assigned by the Payee except in
compliance with Section 7.7 of the Purchase Agreement.  Any attempted
sale, transfer, assignment or pledge in violation of the preceding sentences
shall be voided and of no force or effect. This Note is not intended to confer
any rights or remedies upon any person except the Maker, the Payee, the
Administrative Agent and the Lenders.  The Lenders and the other
Secured Parties (as defined in the Credit Agreement) shall be third party
beneficiaries of this Note.

     

    4.7           Governing
Law.  THIS NOTE SHALL BE CONSTRUED AND INTERPRETED AND THE
RIGHTS OF THE PARTIES GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD RESULT
IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.8           Headings; Internal
References.  The article and section headings contained in this
Note are solely for reference, and will not affect in any way the meaning or
interpretation of this Note.  Any references in this Note to an
article, section, paragraph or clause will be deemed to be a reference to the
article, section, paragraph or clause contained in this Note unless expressly
stated otherwise.  As used in this Note, “including” means “including
without limitation,” and “or” is not exclusive.

     

    4.9           Severability.  If
any term, provision, covenant, agreement or restriction of this Note is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants, agreements and restrictions of
this Note will continue in full force and effect and will in no way be affected,
impaired or invalidated.

     

    [Signature
Page Follows]

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXECUTED as of the date first above
written.

    


    


    
      
        
          
            
              
                	 
      	
                        MAKER

                      	 
      
	 
      	 
      	 
      
	 
      	
                        BOOTS
      & COOTS SERVICES, LLC

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ JERRY WINCHESTER

                      
	 
      	
                        Name:

                      	
                        Jerry Winchester

                      
	 
      	
                        Title:

                      	
                        President / Chief Executive
      Officer

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        PAYEE

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        /s/ JOHN W. WRIGH

                      
	 
      	
                        JOHN W.
WRIGHT