REVOLVING LINE OF CREDIT PROMISSORY
NOTE
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$40,000,000.00
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October 15, 2006
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FOR VALUE
RECEIVED, in the manner, on the dates and in the amounts herein
stipulated, NATURAL GAS SERVICES GROUP, INC., a Colorado
corporation (“ Borrower ”), hereby promises and
agrees to pay to the order of WESTERN NATIONAL BANK, a national
banking association (“ Lender ”), in Midland,
Midland County, Texas, the principal sum of FORTY MILLION AND
NO/100 DOLLARS ($40,000,000.00) (the “ Total Principal
Amount ”), or such amount less than the Total Principal
Amount which is outstanding from time to time if the total amount
outstanding under this Promissory Note (this “ Note
”) is less than the Total Principal Amount, together with
interest at the rate of Seven and one-half percent (7.50%) per
annum on such portion of the Total Principal Amount which has been
advanced to Borrower from the date advanced until paid as
hereinafter provided. Interest on the indebtedness evidenced by
this Note shall be calculated on the basis of a three hundred sixty
(360) day year.
This Note is given
in renewal, extension and modification, but not in extinguishment,
of that certain Revolving Line of Credit Promissory Note dated
January 3, 2006, in the original principal amount of
$2,000,000.00, as modified effective March 24, 2006, and
further modified on August 28, 2006, which note was given in
renewal, extension and modification, but not in extinguishment, of
that certain Revolving Line of Credit Promissory Note dated
January 3, 2005, in the original principal amount of
$2,000,000.00, as modified effective May 1, 2005, which note
was given in renewal, extension and modification, but not
extinguishment, of that certain Revolving Line of Credit Promissory
Note, dated May 28, 2004, in the original principal amount of
$750,000.00, which note was given in renewal, extension and
modification, but not in extinguishment, of that certain Revolving
Line of Credit Promissory Note dated March 26, 2003, as
modified effective March 15, 2004, by and between Borrower and
Lender, and is the Revolving Line of Credit Promissory Note
referred to in the Second Amended and Restated Loan Agreement,
dated as of November 3, 2003, as subsequently amended and
restated from time to time (the “Prior Loan
Agreements”). This Note is made pursuant to that certain
Seventh Amended and Restated Loan Agreement, as the same may be
amended, supplemented or otherwise modified from time to time (the
“ Loan Agreement ”), by and among Borrower, the
Guarantor, and the Lender, and is subject to the terms and
conditions thereof. Reference is made to the Loan Agreement for
provisions for the disbursement of funds hereunder and for a
further statement of the rights, remedies, powers, privileges,
benefits, duties and obligations of Borrower and Lender under the
Loan Agreement and this Note. Terms used herein which are defined
in the Loan Agreement shall have such defined meanings unless
otherwise defined herein. The holder of this Note shall be entitled
to the benefits of the Loan Agreement.
Advances and
Subsequent Advances under this Note shall be made in accordance
with the provisions of the Loan Agreement. Subject to the terms
hereof and of the Loan Agreement, Borrower may borrow, repay and
reborrow at any time and from time to time under this Note;
provided, however, that the principal sum outstanding hereunder at
any one time shall never
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exceed the
lesser of (i) $40,000,000.00 or (ii) the amount available for
advance under this Note calculated in accordance with the terms of
the Loan Agreement.
Interest on the
outstanding principal balance of this Note shall be due and payable
monthly on the first (1st th )
day of each month, commencing November 1, 2006. The then
outstanding principal balance of this Note and all accrued and
unpaid interest shall be due and payable on October 1, 2008.
All of the past due principal and accrued interest hereunder shall,
at the option of Lender, bear interest from maturity (stated or by
acceleration) until paid at a rate per annum equal to the Highest
Lawful Rate. The interest rate on this Note is a fixed rate until
maturity. Any adjustment downward as a result of Borrower’s
request or otherwise is subject to an adjustment fee.
This Note is
secured as provided in the Loan Agreement and in the other Loan
Papers, to which reference is hereby made for a description of the
properties and assets in which a lien and security interest has
been granted, the nature and extent of the security, the terms and
co
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