Exhibit 10.1
FIRST MODIFICATION TO
FOURTH AMENDED AND RESTATED
LOAN AGREEMENT
This First Modification to Fourth Amended and Restated Loan Agreement
(the "First Modification") is made and entered into effective May 1, 2005, by
and among Natural Gas Services Group, Inc. ("Borrower"), Screw Compression
Systems, Inc. ("Guarantor"), and Western National Bank ("Lender")
RECITALS
WHEREAS, Borrower, Guarantor, and Lender entered into that certain
Fourth Amended and Restated Loan Agreement dated March 14, 2005 (the "Loan
Agreement"); and
WHEREAS, Borrower , Guarantor, and Lender now desire to modify the
definition of "Consolidated Current Ratio" as set out in the Loan Agreement and
to modify certain other related provisions of the Loan Agreement.
NOW THEREFORE, in view of the foregoing and in consideration of the
mutual covenants and agreements hereinafter contained, Borrower, Guarantor, and
Lender hereby agree as follows:
ARTICLE 1
Modification of Loan Agreement
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The Loan Agreement is hereby amended on the effective date of this
amendment in the following respects:
1. Paragraph 1.1 Defined Terms is amended in the following respects:
"Consolidated Current Ratio" means the ratio of (i) the sum of the
current assets and restricted cash of the Borrower and its Subsidiaries
to (ii) the sum of the current liabilities of the Borrower and its
Subsidiaries, all determined on a consolidated basis."
2. Paragraph 6.1(a) Consolidated Current Ratio is amended in the following
respects:
"(a) Consolidated Current Ratio. Permit the Consolidated Current Ratio,
as defined herein and calculated pursuant to Exhibit S hereto, to be
less than 1.4 to 1.0 as of February 28, 2005, and as of the end of each
month thereafter."
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3. Exhibit S - Consolidated Current Ratio Calculation, Paragraph 1 is
amended in the following respects:
"1. Sum of current assets and restricted cash of Borrower and its
consolidated Subsidiaries"
ARTICLE 2
Miscellaneous
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1. The provisions of this First Modification to Fourth Amended and
Restated Loan Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and are incorporated by reference into the Loan Agreement as
if set out verbatim therein.
2. The Loan Agreement, as amended herein, is hereby ratified, adopted and
confirmed by Borrower and the Guarantor. Each agreement, representation,
warranty and covenant made by Borrower and Guarantor in the Loan Agreement is
hereby ratified, adopted, and confirmed by Borrower and Guarantor on the date of
execution hereof.
3. The effective date of this First Modification to Fourth Amended and
Restated Loan Agreement shall be May 1, 2005, at which time the provisions of
this First Modification to Fourth Amended and Restated Loan Agreement shall
become operative and are incorporated into the Loan Agreement.
THIS WRITTEN 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.
Executed on May 5, 2005, but effective as of May 1, 2005.
BORROWER:
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Natural Gas Services Group, Inc.
By: /s/ Stephen C. Taylor
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Stephen C. Taylor, President
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GUARANTOR:
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Screw Compression Systems, Inc.
By /s/ Paul D. Hensley
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Paul D. Hensley, President
LENDER:
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Western National Bank
By /s/ Scott A. Lovett
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Scott A. Lovett, Executive Vice President
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