Exhibit 10.2
$8,000,000.00 Term Note
dated January 3, 2005
SECOND MODIFICATION AGREEMENT
-----------------------------
This Second Modification Agreement ("Second Modification Agreement") is
effective as of March 24, 2006. The parties to the Second Modification Agreement
are Natural Gas Services Group, Inc. ("Borrower") and Western National Bank
("Lender").
RECITALS
On January 3, 2005, Borrower executed and delivered to Lender that certain Term
Promissory Note in the original principal sum of $8,000,000.00, bearing interest
at the rate stated therein, with a stated final maturity date of January 1,
2012, as modified in Modification Agreement dated May 1, 2005 (the "Note"),
pursuant to that certain Third Amended and Restated Loan Agreement dated January
3, 2005, as amended and restated in that certain Fourth Amended and Restated
Loan Agreement dated March 14, 2005, as modified in First Modification to Fourth
Amended and Restated Loan Agreement dated May 1, 2005, and further amended and
restated in Fifth Amended and Restated Loan Agreement dated September 26, 2005,
and further amended and restated in Sixth Amended and Restated Loan Agreement
dated January 3, 2006 (the "Loan Agreement"). All liens, security interests and
assignments securing the Note are collectively called the "Liens". Terms defined
in the Note or the Loan Agreement and not otherwise defined herein shall have
the same meanings here as in those documents.
At Borrower's request, Borrower and Lender have agreed to enter into this Second
Modification Agreement to modify the interest provisions of the Note and to
ratify the Liens. Said modified interest provisions shall be effective as of the
April 1, 2006 payment.
AGREEMENT
1. Modification of Interest Provisions of the Note. In lieu of the following
provisions which were contained in the first paragraph of the Note:
"...at a rate per annum which shall from day to day be equal to the
lesser of (a) a rate per annum (the "Established Rate") equal to the
greater of (i) one-half percent (0.5%) over the Prime Rate in effect
from day to day, or (ii) six percent (6.0%), or (b) the Highest Lawful
Rate, in each case calculated on the basis of actual days elapsed, but
computed as if each calendar year consisted of 360 days."
such provisions of the Note are changed to read in their entirety as follows:
"...at a rate per annum which shall from day to day be equal to the
lesser of (a) a rate per annum (the "Established Rate") equal to the
Prime Rate in effect from day to day, or (b) the Highest Lawful Rate,
in each case calculated on the basis of actual days elapsed, but
computed as if each calendar year consisted of 360 days."
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2. Ratification of Liens. Borrower and Lender further agree that all Liens
securing the Note shall continue and carry forward until the Note and all
indebtedness evidenced thereby is paid in full. Borrower further agrees that
such liens are hereby ratified and affirmed as valid and subsisting against the
collateral described therein, and that this Second Modification Agreement shall
in no manner vitiate, affect or impair the Note or the Liens (except as
expressly modified in this Second Modification Agreement) and that such Liens
shall not in any manner be waived, released, altered or modified.
3. Miscellaneous.
(a) As modified hereby, the provisions of the Note and the Liens
shall continue in full force and effect, and Borrower
acknowledges and affirms its liability to Lender thereunder.
In the event of an inconsistency between this Second
Modification Agreement and the terms of the Note or of the
Liens, this Second Modification Agreement shall govern.
(b) Borrower hereby agrees to pay all costs and expenses incurred
by Lender in connection with the execution and administration
of this Second Modification Agreement.
(c) Any default by Borrower in the performance of its obligations
herein contained shall constitute a default under the Note and
the Liens and shall allow Lender to exercise any or all of its
remedies set forth in such Note and Liens or at law or in
equity.
(d) Lender does not, by its execution of this Second Modification
Agreement, waive any rights it may have against any person not
a party hereto.
(e) All terms, provisions, covenants, agreements, and conditions
of the Note and the Liens are unchanged, except as provided
herein. Borrower agrees that this Second Modification
Agreement and all of the covenants and agreements contained
herein shall be binding upon Borrower and shall inure to the
benefit of Lender and each of their respective heirs,
executors, legal representatives, successors, and permitted
assigns.
THIS SECOND MODIFICATION 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.
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Borrower:
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Natural Gas Services Group, Inc.
By: /s/ Stephen C. Taylor
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Stephen C. Taylor, President
Lender:
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Western National Bank
By: /s/ Scott A. Lovett
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Scott A. Lovett, Executive Vice President
STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
This instrument was acknowledged before me on March 31, 2006, by
Stephen C. Taylor, President of Natural Gas Services Group, Inc., a Colorado
corporation, on behalf of said corporation.
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Notary Public, State of Texas
STATE OF TEXAS ss.
ss.
COUNTY OF MIDLAND ss.
This instrument was acknowledged before me on March 31, 2006, by Scott
A. Lovett, Executive Vice President of Western National Bank, a national banking
association, on behalf of said association.
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Notary Public, State of Texas
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