EXHIBIT VI
PROMISSORY NOTE
________ (DOLLAR AMOUNT).00 HOUSTON, TEXAS _____(DATE)
FOR VALUE RECEIVED, ON OR BEFORE JUNE 30, 2000, the undersigned, FLOTEK
INDUSTRIES INC., an Alberta corporation (hereinafter called the "Maker"),
promises to pay ______________ (NAME) or its registered assignee, an individual
(hereinafter called the "Payee"), at ________________(ADDRESS), or at such other
place as the Payee may designate in writing to the Maker, in lawful money of the
United States of America, the principal sum of ________(WRITTEN DOLLAR AMOUNT)
DOLLAR AMOUNT.00), together with interest thereon from the date hereof until
maturity at the rate of ten percent (10%) per annum.
The Maker covenants to apply the total amount advanced by the Payee
hereunder only in the manner set forth in the Loan Agreement of even date
herewith between the Maker and the Payee (the "Loan Agreement"). The Maker
understands and acknowledges that the Payee would not be willing to make the
loan evidenced hereby but for the Maker's covenant set forth in the
immediately-preceding sentence.
The outstanding principal amount of this Note shall be convertible into
common shares of the Maker in the manner and to the extent set forth in the Loan
Agreement.
All payments hereunder, whether designated as payments of principal or
inter est, shall be applied: first to unpaid and accrued interest; then to the
discharge of any expenses or damages for which the Payee may be entitled to
receive reimbursement under the terms of this Note or under the terms of any
document executed in con nection herewith; and, lastly, to unpaid principal in
the inverse order of maturity. All past due principal and interest on this Note,
whether due as the result of acceleration of maturity or otherwise, shall bear
interest from the date the payment thereof shall have become due until the same
shall have been fully discharged by payment at the maximum nonusurious rate of
interest or, if applicable law does not provide for a maximum nonusurious rate
of interest, at a rate per annum equal to eighteen percent (18%).
If the Maker shall file a voluntary petition in bankruptcy, or shall be
held insolvent, or shall file any petition or answer seeking for itself any
arrangement, composition, readjustment, or similar relief under any present or
future statute, law or regulation, or shall file any answer admitting the
material allegations of a petition filed against the Maker in any such
proceeding, or shall seek or consent to or acquiesce in the appointment of any
trustee or receiver, on all or any part of the properties of the
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Maker, or if a decree or order by a court having jurisdiction in the premises
shall have been entered adjudging the Maker to be bankrupt or insolvent under
the federal bankruptcy laws or any applicable law of the United States of
America or any state law, or appointing a receiver or trustee or assignee in
bankruptcy or insolvency of the Maker or its properties, and such decree or
order shall have continued undischarged or unstayed for a period of sixty (60)
days, or if the Maker shall make an assignment for the benefit of creditors, or
if the Maker shall fail to pay this Note or any installment when due, or if a
default shall occur in the performance of any of the covenants or agreements
contained herein or any related documents or security instruments, then in any
such event the holder of this Note shall have the option to declare this Note
due and payable, whereupon the entire unpaid principal balance of this Note and
all interest accrued thereon shall thereupon at once mature and become due and
payable and shall bear interest from the date of such default or event
(whichever occurs first) until paid at the rate for default provided above,
without presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived by the Maker. The time of payment of this Note is also
subject to acceleration in the event the Maker defaults or otherwise fails to
discharge its obligations under any of the instruments securing payment hereof.
All co-signers and endorsers of this Note are to be regarded as
principals as to their respective joint and several liability to any legal
holder hereof and the Maker, and each of the guarantors, sureties and endorsers,
hereby expressly and severally waive grace, and all notices, demands,
presentments for payment, notice of nonpayment, protest and notice of protest,
notice of intent to accelerate, notice of acceleration of the indebtedness due
hereunder, and diligence in collecting this Note or enforcing any security
rights of the Payee under any document securing this Note, and agree (i) that
the Payee or other legal holder of this Note may, at any time, and from time to
time, on request of or by agreement with the Maker, extend the date of maturity
of all or any part hereof, without notifying or consulting with any Maker or
principal hereof, who shall remain fully obligated for the payment hereof; (ii)
that it will not be necessary for the Payee or any holder hereof, in order to
enforce payment of this Note, to first institute or exhaust its remedies against
the Maker or other party liable therefor or to enforce its rights against any
security for this Note; and (iii) to any substitution, exchange or release of
any security now or hereafter given for this Note or the release of any party
primarily or secondarily liable hereon.
In the event of default hereunder or under any of the instruments
securing payment hereof and the placing of this Note in the hands of an attorney
for collection (whether or not suit is filed), or if this Note is collected by
suit or legal proceedings or through the probate court or bankruptcy
proceedings, the Maker agrees to pay the holder hereof the costs and reasonable
attorney's fees incurred in the collection hereof.
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It is the intention of the parties hereto to comply with applicable
usury laws (now or hereafter enacted); accordingly, notwithstanding any
provision to the contrary in this Note, or in any of the documents securing
payment hereof or otherwise relating hereto, in no event shall this Note or such
documents require the payment or permit the collection of interest in excess of
the maximum amount permitted by such laws. If any such excess of interest is
contracted for, charged, taken, reserved or received under this Note or under
the terms of any of the documents securing payment hereof or otherwise relating
hereto, or in the event the maturity of the indebtedness evi denced by this Note
is accelerated in whole or in part, or in the event that all or part of the
principal or interest of this Note shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged, taken, reserved or
received under this Note or under any of the instruments securing payment hereof
or otherwise relating hereto, on the amount of principal actually outstanding
from time to time under this Note shall exceed the maximum amount of interest
permitted by applicable usury laws, now or hereafter enacted, then in any such
event (i) the provisions of this paragraph shall govern and control, (ii) any
such excess which may have been collected at final maturity of said indebtedness
either shall be applied as a credit against the then unpaid principal amount
hereof or refunded to the Maker at the Payee's option, and (iii) upon such final
maturity, the effective rate of interest shall be automatically reduced to the
maximum lawful rate allowed under applicable usury laws as now or hereafter
construed by the courts having jurisdiction thereof. Without limiting the
foregoing, all calculations of the rate of interest contracted for, charged,
taken, reserved or received under this Note or under such other documents which
are made for the purpose of determining whether such rate exceeds the maximum
lawful rate, shall be made, to the extent permitted by law, by amortizing,
prorating, allocating and spreading in equal parts during the period of the full
stated term of the loan evidenced hereby, all interest at any time contracted
for, charged, taken, reserved or received from the Maker or otherwise by the
Payee in connection with such indebtedness.
Any check, draft, money order or other instrument given in payment of
all or any portion hereof may be accepted by the holder hereof and handled in
collection in the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of the holder hereof except to the extent that
actual cash proceeds of such instrument are unconditionally received by the
holder and applied to this indebtedness in the manner elsewhere herein provided.
It is further agreed that the Payee shall have a first lien on all
deposits and other sums at any time credited by or due from the Payee to any
maker, endorser, surety or guarantor hereof as collateral security for the
payment of this Note, and the Payee, at its option, may at any time, without
notice and without any liability, hold all or any part of any such deposits or
other sums until all sums owing on this Note have been paid in full and/or apply
or set off all or any part of any such deposits or other sums
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credited by or due from the Payee to or against any sums due on this Note in any
manner and in any order of preference which the Payee, in its sole discretion,
chooses.
This Note is secured by a security interest granted in a Security
Agreement of even date herewith from the Maker to the Payee.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
FLOTEK INDUSTRIES INC.
By:
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Name:
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Title:
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