-----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, AsUm2FYlvTMhzha1cARW6bOtzJZdUcG9m/ARzKPR78G0ooS3rW98ee/WmM/tHtvf QVr0d8bGbRIUjxsr1UuZFg== 0000950134-98-008555.txt : 19981110 0000950134-98-008555.hdr.sgml : 19981110 ACCESSION NUMBER: 0000950134-98-008555 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981109 GROUP MEMBERS: DAVID S HUNT GROUP MEMBERS: J W BEAVERS JR GROUP MEMBERS: PITMAN PROPERTY CORP GROUP MEMBERS: TOSI LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 120370187 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51879 FILM NUMBER: 98740437 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOSI LP CENTRAL INDEX KEY: 0001049282 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752725122 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3900 THANKSGIVING TOWER STREET 2: 1601 ELM STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148808485 MAIL ADDRESS: STREET 1: 3900 THNKASGIVING TOWER STREET 2: 1601 ELM STREET CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Flotek Industries, Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 34339C 10 4 (Cusip Number) Mr. Walter Roach 3900 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 (214) 922-0135 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares of Stock reported herein is 14,350,000 shares, which constitutes approximately 25.1% of the 57,180,795 shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise stated herein, all ownership percentages set forth herein assume that there are 43,180,795 shares of Stock outstanding. 2 1. Name of Reporting Person: TOSI, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO - See Item 3. 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 14,000,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 24.5% (2) 14. Type of Reporting Person: PN 2 3 - ------------ (1) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 57,180,795 shares of the Stock outstanding. 3 4 1. Name of Reporting Person: Pitman Property Corp. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 14,000,000 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 24.5% (3) 14. Type of Reporting Person: CO 4 5 - ------------ (1) Solely in its capacity as the sole general partner of TOSI, L.P. (2) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 57,180,795 shares of the Stock outstanding. 5 6 1. Name of Reporting Person: J. W. Beavers, Jr. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 14,000,000 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 24.5% (3) 14. Type of Reporting Person: IN 6 7 - ------------ (1) Solely in his capacity as the President of Pitman Property Corp., which is the sole general partner of TOSI, L.P. (2) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 57,180,795 shares of the Stock outstanding. 7 8 1. Name of Reporting Person: David S. Hunt 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: See Item 3. 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 350,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 350,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 350,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 0.8% 14. Type of Reporting Person: IN 8 9 Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amend their Schedule 13D Statement dated November 10, 1997, relating to the common stock, no par value per share (the "Stock"), of Flotek Industries, Inc., an Alberta corporation (the "Issuer"). Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No material change. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) hereby is amended in its entirety to read as follows: (a) TOSI The aggregate number of shares of the Stock that TOSI owns beneficially, pursuant to Rule 13d-3 of the Act, is 14,000,000, which constitute approximately 24.5% of the 57,180,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Pitman Because of its position as the sole general partner of TOSI, Pitman may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 14,000,000 shares of the Stock, which constitute approximately 24.5% of the 57,180,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. JWB Because of his position as President and controlling person of the sole general partner of TOSI, JWB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an 9 10 aggregate of 14,000,000 shares of the Stock, which constitute approximately 24.5% of the 57,180,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. DSH Pursuant to Rule 13d-3 of the Act, DSH beneficially owns 350,000 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) - (e) No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 hereby partially is amended by adding at the end thereof the following: On November 2, 1998, to be effective as of October 16, 1998, the Issuer, the Subsidiaries and TOSI entered into an Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant, which is filed herewith as Exhibit 10.5 (the "Extension Agreement"). The description that follows of the Extension Agreement is not, and does not purport to be, complete, and is qualified in its entirety by reference to such Exhibit 10.5. Pursuant to the Extension Agreement and subject to the terms and conditions set forth therein, (a) the maturity date of the Note has been extended to January 14, 1999, (b) the expiration date of the Warrants has been extended until October 16, 1999, subject, however, to the approval of the Vancouver Stock Exchange, (c) interest under the Note will be due and payable monthly, (d) the Issuer and the Subsidiaries have released TOSI from any and all claims relating to the Loan Agreement, the Note, the Security Instruments (as defined in the Loan Agreement) and the Guaranties (as defined in the Loan Agreement) and (e) each of the following shall constitute an "Event of Default" under Section 6.01(c) of the Loan Agreement: (i) the Issuer's failure to obtain necessary approvals from the Vancouver Stock Exchange on or before December 2, 1998, (ii) the failure by the Issuer or any Subsidiary timely to comply with each of its covenants set forth in the Extension Agreement and (iii) the breach by the Issuer or by any Subsidiary of any of its representations or warranties set forth in the Extension Agreement. The Issuer has agreed to pay on demand all of TOSI's out-of-pocket expenses in connection with the Extension Agreement and the transactions contemplated thereby, including attorneys' fees and costs and expenses relating to the preparation and filing of this Amendment No. 1 to Schedule 13D Statement, and that such amounts shall constitute "Indebtedness" within the meaning of the Loan Agreement, the Security Instruments and the Guaranties. 10 11 Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no other contracts, arrangements, understandings or relationships with respect to the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 hereby is amended in its entirety to read as follows: Exhibit 10.1 -- Convertible Loan Agreement Exhibit 10.2 -- Registration Rights Agreement Exhibit 10.3 -- Lock-Up Agreement Exhibit 10.4 -- Warrants Exhibit 10.5 -- Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant dated November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries, Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P. Exhibit 24.1 -- Power of Attorney of TOSI, L.P. Exhibit 24.2 -- Power of Attorney of Pitman Property Corp. Exhibit 24.3 -- Power of Attorney of J. W. Beavers, Jr. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii) 11 12 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 9, 1998 /s/ David S. Hunt ------------------------------------ David S. Hunt, Individually and as attorney-in-fact for: TOSI, L.P. (1) PITMAN PROPERTY CORP. (2) J. W. BEAVERS, JR. (3) (1) A power of attorney authorizing David S. Hunt to act on behalf of TOSI, L.P. previously has been filed with the Commission. (2) A power of attorney authorizing David S. Hunt to act on behalf of Pitman Property Corp. previously has been filed with the Commission. (3) A power of attorney authorizing David S. Hunt to act on behalf of J. W. Beavers, Jr. previously has been filed with the Commission. 12 13 EXHIBIT INDEX EXHIBIT DESCRIPTION 10.1 Convertible Loan Agreement, previously filed as Exhibit 99.2 with the Schedule 13D Statement dated November 10, 1997. 10.2 Registration Rights Agreement, previously filed as Exhibit 99.3 with the Schedule 13D Statement dated November 10, 1997. 10.3 Lock-Up Agreement, previously filed as Exhibit 99.4 with the Schedule 13D Statement dated November 10, 1997. 10.4 Warrants, previously filed as Exhibit 99.5 with the Schedule 13D Statement dated November 10, 1997. 10.5 Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant dated November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries, Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P., filed herewith. 24.1 Power of Attorney of TOSI, L.P., previously filed with the Schedule 13D Statement dated November 10, 1997. 24.2 Power of Attorney of Pitman Property Corp., previously filed with the Schedule 13D Statement dated November 10, 1997. 24.3 Power of Attorney of J. W. Beavers, Jr., previously filed with the Schedule 13D Statement dated November 10, 1997. 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. EX-10.5 2 AGREEMENT FOR EXTENSION & AMENDMENT OF LOAN AGMT 1 EXHIBIT 10.5 AGREEMENT FOR EXTENSION AND AMENDMENT OF LOAN AGREEMENT, PROMISSORY NOTE AND WARRANT This Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant is made on November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries, Inc., an Alberta corporation ("Borrower"), Petrovalve International, Inc., an Alberta corporation, Petrovalve, Inc., a Delaware corporation, Turbeco, Inc., a Texas corporation, and USA Petrovalve, Inc., a Texas corporation (each a "Guarantor"), and TOSI, L. P., a Texas limited partnership ("Lender"). WHEREAS, under and by virtue of that certain Promissory Note dated October 16, 1997, in the principal amount of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 UNITED STATES DOLLARS (US$750,000.00) (the "Note") and that certain Convertible Loan Agreement dated as of October 16, 1997 between Borrower and Lender (the "Loan Agreement"), Borrower is indebted to Lender in the principal amount of the Note and accrued but unpaid interest thereon, as well as for certain other amounts as specified in the Loan Agreement, including without limitation the amounts specified in Section 4.05 thereof; WHEREAS, the Note matured on October 16, 1998; and WHEREAS, Borrower has requested that Lender extend the maturity date of the Note and Lender is willing to do so on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows: 1. The maturity date of the Note hereby is extended to January 14, 1999, on which date the Note shall be due and payable in full. 2. Borrower acknowledges and agrees that, as of the effective date hereof, the principal sum of US$750,000.00 and accrued but unpaid interest on the Note of US$3,333.33 (the "Accrued Interest"), as well as certain other amounts as specified in the Loan Agreement, including without limitation the amounts specified in Section 4.05 thereof, are due and owing on the Note, and that there are no offsets or defenses to the Indebtedness, or any part thereof, or any claim or counterclaim against Lender arising therefrom. 3. Simultaneously with the execution and delivery of this Agreement, Borrower shall pay to Lender in cash (a) all Accrued Interest and (b) $6,859.35 towards the payment of the Lender Expenses. 4. From and after the effective date hereof, interest under the Note shall be due and payable monthly in arrears on the first day of each calendar month. Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 1 of 6 2 5. Borrower agrees that the liens evidenced by the Security Instruments, as well as each and every right, title, claim, equity, lien and security interest securing payment of the Indebtedness, are hereby renewed, extended and continued in full force and effect to secure payment of the Indebtedness (including without limitation the Indebtedness evidenced by the Note as amended and extended hereby). All liens and security interests held by Lender (including without limitation under any of the Security Instruments) shall remain first and prior liens and security interests securing payment of the Indebtedness. 6. The Guarantors heretofore have guaranteed payment of the Indebtedness (as such term is defined in the applicable Guaranty) and, by its execution and delivery hereof, each of the Guarantors consents unconditionally and irrevocably to the terms and conditions of this Agreement. Each Guarantor further acknowledges and agrees that there are no existing claims, defenses, counterclaims or rights of setoff whatsoever with respect to its Guaranty. 7. Each of Borrower and each Guarantor hereby reaffirms to Lender each and every representation and warranty made by it in (as applicable) the Loan Agreement, each Security Instrument, each Guaranty and each other document contemplated thereby, with the same force and effect as if each such representation and warranty were separately stated herein and made as of the date hereof. 8. Each of Borrower and each Guarantor, on its own behalf and on behalf of its affiliates, successors and assigns (each a "Releasing Party"), hereby unconditionally, finally and forever releases, compromises and discharges, to the fullest extent allowed by law, Lender and its partners and each of their respective partners, directors, officers, employees, members, trustees, beneficiaries, affiliates, agents and representatives (each a "Released Party") from and against any and all liabilities, obligations, claims, causes of action, debts, damages (including, without limitation, special, incidental, indirect or consequential damages, damages for loss of business profits, business interruption and loss of business information), losses, penalties, fines, disputes, agreements, understandings, costs and expenses (including, without limitation, attorneys' fees, court costs and costs of investigation) of each and every kind whatsoever, whether absolute or contingent, known or unknown, at any time on or prior to the date hereof, directly or indirectly arising from, based upon, relating to or in connection with the Loan Agreement, the Note, the Indebtedness, the Guaranties or the Security Instruments or any transaction contemplated by any of them, including without limitation any claim of breach of fiduciary duty, breach of any duty of fair dealing, breach of funding commitment, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, usury, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental or emotional duress or distress, tortious interference with contractual relations, breach of contract, deceptive trade practice, slander, libel or conspiracy (each a "Claim"). Each of Borrower and each Guarantor hereby (a) acknowledges and agrees that the release set forth in the immediately-preceding sentence is supported by sufficient and adequate consideration received by it under this Agreement, (b) represents and warrants, jointly and severally, to each Released Party that neither Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 2 of 6 3 it nor any other Releasing Party has assigned or transferred, in whole or in part, any Claim to any Person and (c) agrees unconditionally to indemnify, defend and hold harmless in full each Released Party from and against any and all Claims. 9. Subject to the provisions of Section 10 below, (a) each and every reference in the Warrant to "October 16, 1998" is hereby amended to read "October 16, 1999" and (b) Section 1 of Schedule 2.04 of the Loan Agreement hereby is amended by deleting the words "the maturity date of the Note" and adding in their place the words "the date that the original principal amount of the Note is paid in full." 10. Notwithstanding anything in this Agreement to the contrary, the parties understand that the amendment to and extension of the Warrant effected by Section 9(a) above (the "Warrant Amendment"), and the amendment and extension of the period within which Lender may convert the principal amount of the Loan into common shares of Borrower effected by Section 9(b) above (the "Loan Conversion Extension"), are subject to the approval of the Vancouver Stock Exchange ("VSE Approval"), and that VSE Approval has not yet been obtained. In light of the above, Borrower and Lender understand and agree that neither the Warrant Amendment nor the Loan Conversion Extension shall be of any force or effect unless and until VSE Approval has been obtained. 11. Each of the following shall constitute an Event of Default under Section 6.01(c) of the Loan Agreement: (a) Borrower's failure to obtain unqualified VSE Approval on or before December 2, 1998; (b) The failure by Borrower or by any Guarantor timely to comply with each of its covenants set forth in this Agreement; and (c) The breach by Borrower or by any Guarantor of any of its representations or warranties set forth in this Agreement. 12. Each of Borrower and each Guarantor agrees upon request to execute and deliver to Lender any and all such additional documents and instruments as Lender may deem necessary or appropriate to carry out the purposes and intent of this Agreement. 13. Each of Borrower and each Guarantor acknowledges and agrees that each and every term and condition of this Agreement is independently material to, and is being relied upon by, Lender, and that Lender would not agree to enter into this Agreement, to amend and extend the maturity date of the Note or otherwise to carry out the transactions contemplated by this Agreement but for each and every such term and condition. Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 3 of 6 4 14. Each of Borrower and each Guarantor represents and warrants to Lender that (a) the natural person executing and delivering this Agreement on its behalf has been duly authorized and empowered by all necessary corporate action to execute and deliver this Agreement on behalf of such corporation, (b) this Agreement is a valid and binding obligation of such corporation enforceable against such corporation in accordance with its terms and (c) the execution and delivery of this Agreement does not, and the performance of this Agreement will not, (i) violate or be inconsistent with such corporation's charter documents, (ii) violate any Governmental Requirement or the rules or regulations of any self-regulatory organization (including without limitation, but subject to Section 10 above, the Vancouver Stock Exchange) to which such corporation is subject or (iii) violate or constitute a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any contract or agreement to which such corporation is a party or by which such corporation or any of its assets is or may be bound or affected. 15. All capitalized undefined terms used herein shall have the meanings respectively ascribed to them in the Loan Agreement. 16. Borrower agrees (a) to pay in cash on demand all out-of-pocket expenses incurred by Lender in connection with this Agreement and the transactions contemplated hereby including, without limitation, attorneys' fees and costs and expenses relating to the preparation and filing of an amendment to Lender's Schedule 13D on file with the Securities and Exchange Commission and (b) that all amounts due and payable to Lender pursuant to clause (a) above shall constitute "Indebtedness" within the meaning of the Loan Agreement, the Security Instruments and the Guaranties. 17. Promptly upon Lender's request, Borrower shall obtain the countersignature to this Agreement, or such other form of acknowledgment or consent satisfactory to Borrower, of Pacific Corporate Trust Company. 18. As amended by this Agreement, the Loan Agreement, the Note and the Warrant, and all other documents relating to the Indebtedness (including without limitation the Loan Agreement, the Security Instruments and the Guaranties), are and shall remain in full force and effect. 19. THIS AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THE INDEBTEDNESS (INCLUDING WITHOUT LIMITATION THE LOAN AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS AND THE GUARANTIES, IN EACH CASE, TO THE EXTENT APPLICABLE, AS AMENDED BY THIS AGREEMENT) REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES RELATING TO THE INDEBTEDNESS. Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 4 of 6 5 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant on November 2, 1998, to be effective as of October 16, 1998. LENDER: BORROWER: TOSI, L. P., a Texas limited partnership FLOTEK INDUSTRIES, INC., an Alberta corporation By: Pitman Property Corp., a Texas corporation, General Partner By: /s/ Jerry Dumas -------------------------------- Jerry Dumas, President and Chief Executive Officer By: /s/ J. W. Beavers, Jr. ----------------------------- J. W. Beavers, Jr., President GUARANTORS: PETROVALVE INTERNATIONAL, INC., an Alberta corporation By: /s/ Jerry Dumas -------------------------------- Jerry Dumas, President and Chief Executive Officer PETROVALVE, INC., a Delaware corporation By: /s/ Jerry Dumas -------------------------------- Jerry Dumas, President and Chief Executive Officer (GUARANTORS continued on next page) Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 5 of 6 6 GUARANTORS (continued): TURBECO, INC., a Texas corporation By: /s/ Jerry Dumas -------------------------------------- Jerry Dumas, President and Chief Executive Officer USA PETROVALVE, INC., a Texas corporation By: /s/ Jerry Dumas ------------------------------------------- Jerry Dumas, President and Chief Executive Officer Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant As of October 16, 1998 - Page 6 of 6 EX-99.1 3 AGREEMENT PURSUANT TO RULE 13D-1(F)(1)(III) 1 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/ David S. Hunt --------------------------------------- David S. Hunt, Individually and as attorney-in-fact for: TOSI, L.P. (1) PITMAN PROPERTY CORP. (2) J. W. BEAVERS, JR. (3) (1) A power of attorney authorizing David S. Hunt to act on behalf of TOSI, L.P. previously has been filed with the Commission. (2) A power of attorney authorizing David S. Hunt to act on behalf of Pitman Property Corp. previously has been filed with the Commission. (3) A power of attorney authorizing David S. Hunt to act on behalf of J. W. Beavers, Jr. previously has been filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----