UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2006
NATURAL GAS SERVICES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 1-31398 75-2811855
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation or organization) Number) Identification No.)
2911 South County Road 1260 Midland, Texas 79706
(Address of Principal Executive Offices) (Zip Code)
432-563-3974
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2006, Natural Gas Services Group, Inc., as borrower, and
Western National Bank, as lender, entered into modification agreements
(collectively, the "Modification Agreements"), modifying the following
promissory notes (collectively, the "Notes"), each of which evidence a loan
facility made available to Natural Gas under the previously reported Sixth
Amended and Restated Loan Agreement dated January 3, 2006 (the "Loan
Agreement"), between Natural Gas and Western National Bank:
(1) Revolving Line of Credit Promissory Note dated January 3, 2006, in
the original principal amount of $10,000,000.00, executed by Natural Gas in
favor of Western National Bank (the "Revolving Line of Credit Promissory Note");
(2) Term Promissory Note dated January 3, 2005, in the original
principal amount of $8,000,000.00, as modified by a Modification Agreement dated
May 1, 2005, executed by Natural Gas in favor of Western National Bank (as so
modified, the "$8,000,000.00 Term Promissory Note");
(3) Multiple Advance Term Promissory Note dated March 14, 2005, in the
original principal amount of $10,000,000.00, as modified by a Modification
Agreement dated May 1, 2005, executed by Natural Gas in favor of Western
National Bank (as so modified, the "10,000,000.00 Multiple Advance Term
Promissory Note"); and
(4) Advancing Line of Credit Promissory Note dated November 3, 2003, in
the original principal amount of $10,000,000.00, as modified by a Modification
Agreement dated December 15, 2004, and as further modified by a Second
Modification Agreement dated May 1, 2005, executed by Natural Gas in favor of
Western National Bank (as so modified, the "$10,000,000.00 Advancing Line of
Credit Promissory Note").
Natural Gas and Western National Bank entered into the following
Modification Agreements:
(1) Modification Agreement dated effective as of March 24, 2006,
modifying the Revolving Line of Credit Promissory Note;
(2) Second Modification Agreement dated effective as of March 24, 2006,
modifying the $8,000,000.00 Term Promissory Note;
(3) Second Modification Agreement dated effective as of March 24, 2006,
modifying the $10,000,000.00 Multiple Advance Term Promissory Note; and
(4) Third Modification Agreement dated effective as of March 24, 2006,
modifying the $10,000,000.00 Advancing Line of Credit Promissory Note.
Under the Modification Agreements, the annual rate at which each Note
bears interest was reduced from a variable rate equal to one-half of one percent
(0.5%) over the "prime rate" to the prime rate. The "prime rate" as defined
under the Loan Agreement and as it applies to the Notes means that variable rate
of interest per annum published in the Money Rates section of The Wall Street
Journal as its "prime rate."
In addition, under the Third Modification Agreement, the monthly
principal payment due under the $10,000,000.00 Advancing Line of Credit
Promissory Note was reduced from $166,666.67 to $57,037.00. This reduction was
precipitated by a $5,000,000.00 prepayment of the outstanding principal balance
of the $10,000,000.00 Advancing Line of Credit Promissory Note made by Natural
Gas on March 8, 2006. After such prepayment, the outstanding principal balance
of the $10,000,000.00 Advancing Line of Credit Promissory Note was approximately
$2,566,662.00. The maturity date of the $10,000,000.00 Advancing Line of Credit
Promissory Note remains November 15, 2009
The remaining terms and provisions of the Loan Agreement and the Notes
remain in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
*10.1 Modification Agreement dated effective as of
March 24, 2006, by and between Natural Gas
Services Group, Inc. and Western National
Bank.
*10.2 Second Modification Agreement dated
effective as of March 24, 2006, by and
between Natural Gas Services Group, Inc. and
Western National Bank.
*10.3 Second Modification Agreement dated
effective as of March 24, 2006, by and
between Natural Gas Services Group, Inc. and
Western National Bank.
*10.4 Third Modification Agreement dated effective
as of March 24, 2006, by and between Natural
Gas Services Group, Inc. and Western
National Bank.
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATURAL GAS SERVICES GROUP, INC.
By: /s/ Stephen C. Taylor
------------------------------------
Stephen C. Taylor, President and CEO
Dated: April 5, 2006
Exhibit No. Description
----------- -----------
*10.1 Modification Agreement dated effective as of
March 24, 2006, by and between Natural Gas
Services Group, Inc. and Western National
Bank.
*10.2 Second Modification Agreement dated
effective as of March 24, 2006, by and
between Natural Gas Services Group, Inc. and
Western National Bank.
*10.3 Second Modification Agreement dated
effective as of March 24, 2006, by and
between Natural Gas Services Group, Inc. and
Western National Bank.
*10.4 Third Modification Agreement dated effective
as of March 24, 2006, by and between Natural
Gas Services Group, Inc. and Western
National Bank.
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* Filed herewith