exv10w3



 






Exhibit 10.3




PROMISSORY NOTE




	 	 	 	 	 
	$300,000.00

	 	Midland, Texas
	 	January 3, 2005






     FOR VALUE RECEIVED, in the manner, on the dates and in the amounts herein stipulated, Natural
Gas Services Group, Inc. (the “Maker”), a Colorado corporation with principal offices at
2911 S. County Road 1260, Midland, Texas 79706, promises to pay to the order of Jim Hazlett, an
individual residing at 10601 E. County Road 104, Midland, Texas 79706 (“Payee”), at his
address in the City of Midland, Midland County, Texas, in lawful money of the United States of
America, the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00), together with interest
on the outstanding principal balance hereof (calculated on the basis of actual days elapsed in a
year consisting of 365 days) from date until maturity at a rate equal to four percent (4.00%) per
annum.



     Principal on this Promissory Note (this “Note”) shall be due and payable in three
equal annual installments as follows:




     (1) $100,000.00 shall be due and payable on January 3, 2006; $100,000.00 shall
be due and payable on January 3, 2007; and




     (2) one final installment of all remaining unpaid principal shall be due and
payable in full on January 3, 2008.



     Accrued and unpaid interest on the unpaid principal balance of this Note shall be due and
payable on the same dates as, but in addition to, the installments of principal.



     Subject to the prior written consent of Payee, Maker may, but shall not be obligated to, make
principal payments on this Note:




     (1) in shares (only whole shares) of Buyer Common Stock valued at the Cash
Equivalent Amount Per Share for the purposes of determining the number of shares of
Buyer Common Stock to be issued; or




     (2) by combination of cash and such shares.



     “Cash Equivalent Amount Per Share” means the average of the daily closing prices of Buyer
Common Stock on the American Stock Exchange for the twenty consecutive trading days commencing
thirty trading days before the due date of any principal payment.



     All past due principal on this Note shall bear interest at the rate of ten percent (10%) per
annum until such sums have been paid; provided, however, that in no event shall interest on this
Note ever be charged or paid at a rate greater than the maximum nonusurious rate permitted by
applicable federal or Texas law from time to time in effect, whichever shall permit the higher
lawful rate (the “Highest Lawful Rate”). Interest shall be computed on the basis of the
actual



 









 






	number of days elapsed in a year composed of 365 or 366 days, as the case may be. At all such
times, if any, as Chapter One (“Chapter One”) of the Texas Credit Code shall establish the
Highest Lawful Rate, the Highest Lawful Rate shall be the “indicated rate ceiling” (as defined in
Chapter One) from time to time in effect.





     If, for any reason whatever, the interest paid or received on this note shall exceed the
Highest Lawful Rate, the owner or holder of this note shall refund to the payor or, at the option
of such owner or holder, credit against the principal of this note such portion of said interest as
shall be necessary to cause the interest actually paid and retained on this note to equal the
Highest Lawful Rate. All sums paid or agreed to be paid to the holder or holders hereof for the
use, forbearance or detention of the indebtedness evidenced hereby shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the full term of this
note.



     Maker may prepay this Note in whole or in part at any time and from time to time without the
payment of any premium or fee. All prepayments hereon shall be applied to the installments of
principal in inverse order of their maturities.



     This Note is one of the Promissory Notes referred to in the Stock Purchase Agreement, dated of
even date herewith, by and among Screw Compression Systems, Inc., a Texas corporation, Paul D.
Hensley, Tony Vohjesus, Payee and Maker (the “Agreement”), and is subject to the terms and
conditions of such Agreement. Reference is made to the Agreement for a statement of the rights,
remedies, powers, privileges, benefits, duties and obligations of Maker and Payee under the
Agreement. Capitalized terms used herein which are defined in the Agreement shall have such defined
meanings unless otherwise defined herein.



     Payment of this Note is secured by that certain Irrevocable Standby Letter of Credit, dated
January 3, 2005, in the face amount of Two Hundred Thousand and No/100 Dollars ($200,000.00),
issued by Western National Bank, Midland, Texas, naming Payee as beneficiary. Reference is made to
the Letter of Credit for a statement of the nature and extent of the security and the rights and
obligations of the Maker and Payee thereunder.



     Time is of the essence of this Note. If Maker fails to pay when due any installment of
principal and such failure to pay continues for a period of five days after Maker’s receipt of
written notice from Payee, the holder of this Note may, at such holder’s option, declare the
entirety of the indebtedness evidenced hereby immediately due and payable and exercise any other
available remedies, and failure to exercise any remedy shall not constitute a waiver at any other
time.



     If this Note or any installment or part hereof is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy, probate or other court proceeding,
whether before or after maturity, the undersigned agrees to pay all costs and expenses of
collection, including, but not limited to, reasonable attorneys’ fees, incurred by the holder
hereof.



     Maker waives notice (including, but not limited to, notice of protest, notice of dishonor,
notice of intent to accelerate and notice of acceleration), demand, presentment for payment,
protest, diligence in collecting or bringing suit and the filing of suit for the purpose of fixing
liability.



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     EXECUTED to be effective as of the date and year first written above.



	 	 	 	 	 	 	 
	 	 	NATURAL GAS SERVICES GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	       /s/ Wallace C. Sparkman
 

     Wallace C. Sparkman, President
	 	 






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