Exhibit 10.1
FIRST MODIFICATION TO
SECOND AMENDED AND RESTATED
LOAN AGREEMENT
This First Modification to Second Amended and Restated Loan Agreement
(the "First Modification") is made and entered into effective December 15, 2004,
by and among Natural Gas Services Group, Inc. ("Borrower") and Western National
Bank ("Lender").
RECITALS
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WHEREAS, Borrower, the guarantor parties thereto, and Lender entered
into that certain Second Amended and Restated Loan Agreement dated November 3,
2003 (the "Loan Agreement"); and
WHEREAS, pursuant to the Loan Agreement, Borrower executed and
delivered to Lender that certain Advancing Line of Credit Promissory Note dated
November 3, 2003, in the original principal amount of $10,000,000.00 (the
"Note"), with an initial borrowing base of $7,000,000.00, and other terms and
conditions as set out in the Loan Agreement; and
WHEREAS, the guarantor parties to the Loan Agreement, Rotary Gas
Systems, Inc., NGE Leasing, Inc., and Great Lakes Compression, Inc., which were
Subsidiaries of Borrower, have now merged into Borrower; and
WHEREAS, Borrower and Lender now desire to modify the Loan Agreement
(a) to increase in the borrowing base of the Note, (b) to extend the period for
Borrower to request advances under the Note, 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 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:
"Advance Note" means the Advancing Line of Credit Promissory Note
described in Section 2.1(b) hereof, as modified on even date herewith,
and as the same may be further renewed, extended, increased or
otherwise modified from time to time.
2. Paragraph 2.1(b) Advance Type Term Loans is amended in the following
respects:
"(b) Advance Type Term Loans. Contemporaneously with the execution and
delivery hereof, the Borrower shall execute and deliver to the Lender
the Modification Agreement in the form of Exhibit B hereto. Subject to
and upon the terms and conditions of this Agreement and the Advance
Note, the Borrower may, at any time and from time to time during the
period commencing on the date of the Advance Note and ending at the
close of business on December 14, 2005, request one or more Advances
and borrow (without the ability to reborrow amounts paid under the
Advance Note) under the Advance Note; provided, however, and
notwithstanding the face amount of the Advance Note, without the prior
written consent of Lender in its sole discretion the cumulative
aggregate principal amount of all Advances under the Advance Note shall
never exceed the lesser of (i) $10,000,000.00 or (ii) the amount
available for Advance under the Advance Note and Revolving Line of
Credit Promissory Note as determined in accordance with and set forth
in line O in the Borrowing Base Report. The Advance Note shall mature
as provided therein and shall bear interest on the unpaid principal
amount thereof from time to time outstanding at the applicable interest
rate per annum as provided in the Advance Note. Principal and interest
on the Advance Note shall be payable in the manner and on the dates
specified therein. The Advance Note, including the loans evidenced
thereby, is a multiple advance term loan facility and shall not be
construed as a revolving line of credit as reborrowings are not
permitted."
3. Paragraph 3.2 Conditions to Subsequent Advances, subparagraphs (d) and
(e) are amended in the following respects:
"(d) After giving effect to the Advances under the Advance Note
requested by Borrower to be made on any date, the cumulative aggregate
principal amount of all Advances under the Advance Note shall not
exceed $10,000,000.00.
"(e) Each request for an Advance under the Advance Note shall have been
received by Lender prior to December 14, 2005."
4. Exhibit D Borrowing Base Report, Line P, is amended to delete
$7,000,000.00 and substitute therefor $10,000,000.00.
ARTICLE 2
Miscellaneous
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1. The provisions of this First Modification to Second 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.
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2. The Loan Agreement, as amended herein, is hereby ratified, adopted and
confirmed by Borrower. Each agreement, representation, warranty and covenant
made by Borrower in the Loan Agreement is hereby ratified, adopted, and
confirmed by Borrower on the date of execution hereof.
3. The effective date of this First Modification to Second Amended and Restated
Loan Agreement shall be December 15, 2004, at which time the provisions of this
First Modification to Second 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 _____________, 2004, but effective as of December 15, 2004.
BORROWER:
Natural Gas Services Group, Inc.
By:_________________________________________
Xxxxxxx X. Xxxxxxxx, President
LENDER:
Western National Bank
By:_________________________________________
Xxxxx X. Xxxxxx, Executive Vice President
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