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HOUSTON, Texas, July 2, 2003 — Boots & Coots International Well Control, Inc. (AMEX:WEL), announced today that it has concluded negotiations with Prudential Insurance Company of America (“Prudential”) to restructure its obligations that will cure its past and current loan defaults. As previously disclosed, the Company has been in default under its subordinated note agreement with Prudential since March 31, 2002.

As part of the agreement, Boots & Coots agreed to issue approximately $2.4 million of new subordinated notes to Prudential representing past due interest, with the option through December 31, 2003, to pay in kind the interest on the subordinated notes accruing through that period. The Company further agreed to accelerate the optional conversion date for the Company's outstanding Series E Preferred Stock, all of which are held by Prudential, to become immediately convertible.

In exchange, Prudential has agreed to waive the Company’s past covenant defaults that required it to maintain certain debt to earnings ratios and to waive compliance with all such covenants through December 31, 2003. Prudential has also agreed to defer the requirement that the Company pay cash dividends on its Series E and G preferred stock until March 31, 2004.

As a result of this debt restructuring initiative, the Company is now current in its debt obligations to Prudential and is in full compliance with all loan covenants related to Prudential.

The Company’s Chief Executive Officer Jerry Winchester said, "Reaching this agreement with Prudential is a key accomplishment in Boots & Coots’ objective to restructure its debt. We will continue our efforts toward simplifying the Company’s financial structure. The management team at Boots & Coots remains committed to this objective while improving our operating performance.”


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