EX-10.22.5.9.5



 Exhibit 10.22.5.9.5 

 
  
  

FIFTH AMENDMENT TO SECOND 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 AMONG 

PRIMEENERGY CORPORATION 
 THE GUARANTORS PARTY HERETO 
 COMPASS BANK 

AS ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER 
 AND COLLATERAL AGENT 
 AND 

THE LENDERS SIGNATORY HERETO 
 Effective 
 November 26, 2012 

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
	 ARTICLE I
	  	DEFINITIONS	  	 	1	  
	 1.1
	  	Terms Defined Above	  	 	1	  
	 1.2
	  	Additional Defined Term	  	 	2	  
	 1.3
	  	Terms Defined in Agreement	  	 	2	  
	 1.4
	  	References	  	 	2	  
	 1.5
	  	Articles and Sections	  	 	2	  
	 1.6
	  	Number and Gender	  	 	2	  
	 1.7
	  	Negotiated Transaction	  	 	2	  
			
	 ARTICLE II
	  	AMENDMENTS	  	 	3	  
	 2.1
	  	Amendments to Section 1.2	  	 	3	  
	 2.2
	  	Amendment to Section 5.5	  	 	3	  
	 2.3
	  	Substitution of Exhibit IV	  	 	4	  
			
	 ARTICLE III
	  	CONDITIONS TO EFFECTIVENESS	  	 	4	  
			
	 ARTICLE IV
	  	RATIFICATION AND ACKNOWLEDGMENTS	  	 	4	  
			
	 ARTICLE V
	  	REPRESENTATIONS AND WARRANTIES	  	 	4	  
			
	 ARTICLE VI
	  	MISCELLANEOUS	  	 	4	  
	 6.1
	  	Parties in Interest	  	 	4	  
	 6.2
	  	Rights of Third Parties	  	 	4	  
	 6.3
	  	Counterparts	  	 	5	  
	 6.4
	  	Integration	  	 	5	  
	 6.5
	  	Invalidity	  	 	5	  
	 6.6
	  	Governing Law	  	 	5	  
	 6.7
	  	Scope of Amendment	  	 	5	  
	 6.8
	  	Assignments among certain Lenders	  	 	5	  
	 6.9
	  	New Banks	  	 	5	  


  
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 FIFTH AMENDMENT TO SECOND 

AMENDED AND RESTATED CREDIT AGREEMENT 
 This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of November 26, 2012 (the “Effective
Date”) by and among PRIMEENERGY CORPORATION, a Delaware corporation (the “Borrower”), PRIMEENERGY MANAGEMENT CORPORATION, a New York corporation, PRIME OPERATING COMPANY, a Texas corporation, EASTERN OIL WELL SERVICE
COMPANY, a West Virginia corporation, SOUTHWEST OILFIELD CONSTRUCTION COMPANY, an Oklahoma corporation, E O W S MIDLAND COMPANY, a Texas corporation, PRIME OFFSHORE L.L.C., a Delaware limited liability company (“Prime Offshore”),
each lender that is a signatory hereto (individually, together with its successors and assigns, a “Lender” and collectively, together with their respective successors and assigns, the “Lenders”) and COMPASS BANK, an
Alabama banking association and successor in interest to Guaranty Bank, FSB, a federal savings bank, as agent for the Lenders, letter of credit issuer and collateral agent for the Lenders and any other Lender Hedge Counterparties (in such
capacities, together with its successors in such capacity pursuant to the terms of the Second Amended and Restated Credit Agreement referred to hereinafter, the “Agent”). 

W I T N E S S E T H: 
 WHEREAS, the Borrower, the Initial Guarantors (as such term is defined in such Second Amended and Restated Credit Agreement), Prime Offshore (the Initial Guarantors and Prime Offshore, collectively, the
“Guarantors”), the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated effective July 30, 2010, as amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated effective September 30, 3010, that certain Second Amendment to Second Amended and Restated Credit Agreement dated effective June 22, 2011, that certain Third Amendment to Second Amended and Restated Credit Agreement dated
effective December 8, 2011 and that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated effective June 25, 2012 (as so amended, the “Agreement”), to which reference is here made for all purposes;

 WHEREAS, the Borrower, the Initial Guarantors, the Lenders and the Agent are desirous of amending the Agreement in the
particulars hereinafter set forth; 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties to
the Agreement, as set forth therein, and the mutual covenants and agreements of the parties hereto, as set forth herein, the Borrower, the Initial Guarantors, the Lenders and the Agent agree as follows: 

ARTICLE I 

DEFINITIONS 
 1.1    Terms Defined Above.    As used in this Fifth Amendment to Second Amended and Restated Credit Agreement, each of the terms “Agent,”
“Agreement,” “Amendment,” “Borrower,” “Effective Date,” “Guarantors,” “Lender,” “Lenders” and “Prime
Offshore” shall have the meaning assigned to such term hereinabove. 







 1.2     Additional Defined Term.    As used
in this Amendment, “New Lender” shall mean KeyBank National Association. 
 1.3
    Terms Defined in Agreement.    As used herein, each term defined in the Agreement shall have the meaning assigned thereto in the Agreement, unless expressly provided herein to the contrary.

 1.4     References.    References in this Amendment to Schedule, Exhibit,
Article, or Section numbers shall be to Schedules, Exhibits, Articles, or Sections of this Amendment, unless expressly stated to the contrary. References in this Amendment to “hereby,” “herein,” “hereinafter,”
“hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of similar import shall be to this Amendment in its entirety and not only to the particular Schedule, Exhibit, Article, or Section in which such
reference appears. Specific enumeration herein shall not exclude the general and, in such regard, the terms “includes” and “including” used herein shall mean “includes, without limitation,” or “including, without
limitation,” as the case may be, where appropriate. Except as otherwise indicated, references in this Amendment to statutes, sections, or regulations are to be construed as including all statutory or regulatory provisions consolidating,
amending, replacing, succeeding, or supplementing the statute, section, or regulation referred to. References in this Amendment to “writing” include printing, typing, lithography, facsimile reproduction, and other means of reproducing
words in a tangible visible form. References in this Amendment to amendments and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such
instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Amendment. References in this Amendment to Persons include their respective successors and permitted assigns. 

1.5     Articles and Sections.    This Amendment, for convenience only, has been divided
into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and
without regard to headings prefixed to such Articles or Sections. 
 1.6     Number and
Gender.    Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular. Definitions of terms
defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is
appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative. 
 1.7
    Negotiated Transaction.    Each party to this Amendment affirms to the other that it has had the opportunity to consult, and discuss the provisions of this Amendment with, independent counsel and
fully understands the legal effect of each provision. 

  
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 ARTICLE II 
 AMENDMENTS 
 Effective as of the Effective Date, the Agreement is amended
as follows: 
 2.1     Amendments to Section 1.2. Section 1.2 of the Agreement is amended
as follows: 
 (a)    the definition of “Collateral” appearing in such Section 1.2 is amended
to add the following immediately preceding the period at the end of such definition: 
 “; provided, however,
notwithstanding anything in any Loan Document to the contrary, (a) in no event shall this term include any Building (as defined in the applicable Flood Insurance Regulations) or Manufactured (Mobile) Home (as defined in the applicable Flood
Insurance Regulations) and (b) no Building or Manufactured (Mobile) Home shall be subject to any Lien created by any Loan Document, and each Lender hereby empowers and authorizes the Agent to execute and deliver any and all releases of Liens,
termination statements, mortgage amendments or other documents required to effectuate the foregoing”; and 

(b)    the following definition is added to such Section 1.2 in the proper alphabetical location: 

“Flood Insurance Regulations” shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect
or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.),
as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.” 
 2.2    Amendment to Section 5.5. Section 5.5 of the Agreement is amended to read as follows in its entirety: 

“5.5    Title Opinions; Title Defects; Collateral. Promptly upon the request of the Agent, furnish to the
Agent title opinions, in form and substance and by counsel satisfactory to the Agent, or other confirmation of title acceptable to the Agent, covering directly owned Oil and Gas Properties constituting not less than seventy percent
(70%) through January 24, 2013 and eighty percent (80%) thereafter of the present value, determined by the Agent in its sole discretion, of the Oil and Gas Properties included in the Borrowing Base; promptly, but in any event within
60 days after notice by the Agent of any defect, material in the opinion of the Agent, in value in the title of the Borrower to any of the directly owned Oil and Gas Properties included in the Borrowing Base, clear such title defects, and, in the
event any such title defects are not cured in a timely manner, pay all related costs and fees incurred by the Agent to do so, and provide the Agent, at all times during 

  
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the term of this Agreement, with valid first priority Liens on directly owned Oil and Gas Properties constituting not less than seventy five percent (75%) through January 24, 2013 and
eighty percent (80%) thereafter of the present value, determined by the Agent in its sole discretion, of all the directly owned Oil and Gas Properties included in the Borrowing Base.” 

2.3    Substitution of Exhibit IV. Exhibit IV attached to this Amendment is substituted for Exhibit IV to the
Agreement. 
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS 
 The effectiveness of this Amendment is
expressly subject to receipt by the Agent from the Borrower of payment, in immediately available funds, of the fees provided for in the Fee Letter dated October 25, 2012 between Compass Bank and the Borrower. 

ARTICLE IV 

RATIFICATION AND ACKNOWLEDGMENTS 
 Each of the Borrower, the Guarantors, the Lenders and the Agent does hereby adopt, ratify and confirm the Agreement, as amended hereby, and acknowledges and agrees that the Agreement, as amended hereby,
and each of the other Loan Documents to which it is a party is and remains in full force and effect. Furthermore, each of the Borrower, the Agent and the Lenders hereby acknowledges and agrees that, pursuant to Section 2.10 of the Agreement, as
of the Effective Date, the Borrowing Base in effect under the Agreement is $145,000,000 and the Monthly Reduction Amount in effect under the Agreement is $0. 
 ARTICLE V 
 REPRESENTATIONS AND WARRANTIES 

The Borrower and each of the Guarantors does hereby re-make in favor of the Lenders and the Agent each of the representations and
warranties made by it in the Loan Documents to which it is a party and further represents and warrants that each of such representations and warranties made by it remains true and correct as of the date of execution of this Amendment. Further to the
foregoing, the Borrower and each of the Guarantors specifically represents and warrants to the Lenders and the Agent that no Default or Event of Default exists as of the date of execution of this Amendment and giving effect to this Amendment.

 ARTICLE VI 
 MISCELLANEOUS 
 6.1    Parties in Interest. This
Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Agreement. 
 6.2    Rights of Third Parties. Except as provided in Section 6.1, all provisions herein are imposed solely and exclusively for the benefit of the parties hereto.


  
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 6.3    Counterparts. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument and shall be enforceable upon the execution of one or more counterparts hereof
by each of the parties hereto. In this regard, each of the parties hereto acknowledges that a counterpart of this Amendment containing a set of counterpart execution pages reflecting the execution of each party hereto shall be sufficient to reflect
the execution of this Amendment by each necessary party hereto and shall constitute one instrument. 

6.4    Integration. This Amendment constitutes the entire agreement among the parties hereto with respect to
the subject hereof. All prior understandings, statements and agreements, whether written or oral, relating to the subject hereof are superseded by this Amendment. 
 6.5    Invalidity. IN THE EVENT THAT ANY ONE OR MORE
OF THE PROVISIONS CONTAINED IN THIS AMENDMENT SHALL FOR ANY REASON BE
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY
OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AMENDMENT.

 6.6    Governing Law. THIS AMENDMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO PRINCIPLES OF SUCH LAWS RELATING TO CONFLICT
OF LAWS. 
 6.7    Scope of Amendment. This Amendment shall
constitute a Loan Document. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents,
nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. 

6.8    Assignments among certain Lenders. On the Effective Date, each Bank the Percentage Share of which is
increasing pursuant to this Amendment shall purchase a pro rata portion of the outstanding Loans (and participations in Letters of Credit) of each of the Lenders the Commitment Percentages of which are decreasing pursuant hereto (and such Lenders
hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender shall hold its applicable Percentage Share of the outstanding Loans (and participations in Letters of Credit) after giving effect to this
Amendment. 
 6.9    New Banks. New Lender hereby joins in, becomes a party to and agrees to comply
with and be bound by the terms and conditions of the Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Agreement, to the same extent as if such New Bank were an original
signatory thereto. New Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement as are delegated to the Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto. New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to consummate the transactions
contemplated hereby and to become a Lender under the Agreement, (b) it has received a copy of the Agreement and copies of the most recent financial statements delivered pursuant to the 

  
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Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender, on the basis of
which it has made such analysis and decision independently and without reliance on the Agent or any other Lender and (c) from and after the Effective Date, it shall be a party to and be bound by the provisions of the Agreement and the other
Loan Documents and have the rights and obligations of a Lender thereunder. 
 (Signatures appear on following pages)


  
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 IN WITNESS WHEREOF, this Fifth Amendment to Second Amended and Restated Credit Agreement is
executed effective as of the Effective Date. 
  

			
	BORROWER:
	
	PRIMEENERGY CORPORATION
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President, Treasurer
 and Chief Financial
Officer



  

			
	GUARANTORS:
	
	PRIMEENERGY MANAGEMENT CORPORATION
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President
 and Treasurer



  

			
	PRIME OPERATING COMPANY
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President
 and Treasurer



  

			
	EASTERN OIL WELL SERVICE COMPANY
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President
 and Treasurer



 (Signatures continue on following pages) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 
			
	 SOUTHWEST OILFIELD
 CONSTRUCTION COMPANY

		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President
 and Treasurer



  

			
	E O W S MIDLAND COMPANY
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President
 and Treasurer



  

			
	PRIME OFFSHORE L.L.C.
		
	 By:
	 	  

		 	 Beverly A. Cummings
 Executive Vice President and
 Chief Executive Officer



 (Signatures continue on following pages) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 
			
	AGENT:
	
	 COMPASS BANK,
 as Agent

		
	 By:
	 	  

		 	 Kathleen J. Bowen
 Senior Vice President



  

			
	LENDER:
	
	COMPASS BANK,
		
	 By:
	 	  

		 	 Kathleen J. Bowen
 Senior Vice President



 (Signatures continue on following pages) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 
	
	LENDER:
	
	 WELLS FARGO BANK, NATIONAL

ASSOCIATION

	
	By:                             
                                         
          
	Name:                             
                                         
     
	Title:                            
                                         
         


 (Signatures continue on following pages) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 
			
	LENDER:
	
	JPMORGAN CHASE BANK, N.A.
	
	By:                           
                                         
            
	Name:                           
                                         
       
	Title:                          
                                         
           


 (Signatures continue on following pages) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 









			
	LENDER:
	
	AMEGY BANK NATIONAL ASSOCIATION
		
	 By:
	 	  

		 	 Mark A. Serice
 Senior Vice President



 (Signatures continue on following page) 

  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 
	
	LENDER:
	
	 KEYBANK NATIONAL ASSOCIATION

	
	By:                             
                                         
          
	Name:                             
                                         
     
	Title:                            
                                         
         



  
 (Signature
page to Fifth Amendment to Second 
 Amended and Restated Credit Agreement) 








 EXHIBIT IV 

FACILITY AMOUNTS 
  

					
	 Name/Address of Lender
	  	Percentage Share	 	Facility Amount
	Compass Bank
24 Greenway Plaza, Suite 1400A
Houston, Texas 77046
Attn: Kathleen J. Bowen
Facsimile: (713) 499-8722	  	27.1%	 	$67,672,413.79
			
	Wells Fargo Bank
National Association
1700 Lincoln Street
3rd Floor, MAC C7300-034
Denver, Colorado 80274
Attn: Elaine Cunningham
Facsimile:
(303) 863-5998	  	27.1%	 	$67,672,413.79
			
	JPMorgan Chase Bank, N.A.
712 Main Street
8th Floor South
Houston, Texas 77002
Attn: Jo Linda Papadakis
Facsimile: (713) 216-7770	  	22.6%	 	$56,465,517.24
			
	Amegy Bank National
Association
4400 Post Oak Parkway
4th Floor
Houston, Texas 77027
Attn: Energy Lending Dept.
Facsimile: (713) 561-0345	  	12.9%	 	$32,327,586.21
			
	 KeyBank National Association


8115 Preston Road
Dallas, Texas 75225
Attn: Chulley
Bogle
Facsimile:                        
	  	10.3%	 	$25,862,068.97
		  	  
	 	  

		  	100.0%	 	$250,000,000.00


  
 Exhibit IV-i