##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 AMONG
 PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT CORPORATION
PRIME OPERATING COMPANY
EASTERN OIL WELL SERVICE COMPANY
SOUTHWEST OILFIELD CONSTRUCTION COMPANY
EOWS MIDLAND COMPANY
 AND
 GUARANTY BANK, FSB
AS AGENT AND LETTER OF CREDIT ISSUER
 AND
 BNP PARIBAS,
AS CO-DOCUMENTATION AGENT
 AND
 JPMORGAN CHASE BANK, N.A.,
AS CO-DOCUMENTATION AGENT
 AND
 THE LENDERS SIGNATORY HERETO
 DECEMBER 28, 2006
 
 REVOLVING LINE OF CREDIT OF UP TO $150,000,000
REVOLVING LINE OF CREDIT OF UP TO $10,000,000




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    11.1
    
    
    
    
    Terms Defined Above
    
    
    11.2
    
    
    
    
    Additional Defined Terms
    
    
    21.3
    
    
    
    
    Undefined Financial Accounting Terms
    
    
    161.4
    
    
    
    
    References
    
    
    161.5
    
    
    
    
    Articles and Sections
    
    
    161.6
    
    
    
    
    Number and Gender
    
    
    161.7
    
    
    
    
    Incorporation of Exhibits
    
    
    16ARTICLE II TERMS OF FACILITIES
    
    
    162.1
    
    
    
    
    A
    
    
    162.2
    
    
    
    
    Letter of Credit Facility
    
    
    182.3
    
    
    
    
    Use of Loan Proceeds and Letters of Credit
    
    
    222.4
    
    
    
    
    Interest
    
    
    222.5
    
    
    
    
    Repayment of Loans and Interest
    
    
    222.6
    
    
    
    
    Outstanding Amounts
    
    
    232.7
    
    
    
    
    Time, Place, and Method of Payments
    
    
    232.8
    
    
    
    
    Pro Rata Treatment; Adjustments
    
    
    232.9
    
    
    
    
    Borrowing Base Determinations
    
    
    242.10
    
    
    
    
    Mandatory Prepayments
    
    
    252.11
    
    
    
    
    Voluntary Prepayments and Conversions of Loans
    
    
    252.12
    
    
    
    
    Commitment Fee
    
    
    252.13
    
    
    
    
    Letter of Credit Fee
    
    
    262.14
    
    
    
    
    Loans to Satisfy Obligations of Borrower
    
    
    262.15
    
    
    
    
    Security Interest in Accounts; Right of Offset
    
    
    262.16
    
    
    
    
    General Provisions Relating to Interest
    
    
    262.17
    
    
    
    
    Yield Protection
    
    
    272.18
    
    
    
    
    Limitation on Types of Loans
    
    
    292.19
    
    
    
    
    Illegality
    
    
    302.20
    
    
    
    
    Regulatory Change
    
    
    302.21
    
    
    
    
    Limitations on Interest Periods
    
    
    312.22
    
    
    
    
    Letters in Lieu of Transfer Orders
    
    
    312.23
    
    
    
    
    Power of Attorney
    
    
    31ARTICLE III CONDITIONS
    
    
    313.1
    
    
    
    
    Receipt of Loan Documents and Other Items
    
    
    323.2
    
    
    
    
    Each Loan and Letter of Credit
    
    
    32ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    344.1
    
    
    
    
    Due Authorization
    
    
    344.2
    
    
    
    
    Corporate Existence
    
    
    344.3
    
    
    
    
    Valid and Binding Obligations
    
    
    344.4
    
    
    
    
    Security Instruments
    
    
    35
 - i -




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##### 



Page4.5
    
    
    
    
    Title to Assets
    
    
    354.6
    
    
    
    
    No Material Misstatements
    
    
    354.7
    
    
    
    
    Liabilities, Litigation, and Restrictions
    
    
    354.8
    
    
    
    
    Authorizations; Consents
    
    
    354.9
    
    
    
    
    Compliance with Laws
    
    
    354.10
    
    
    
    
    ERISA
    
    
    364.11
    
    
    
    
    Environmental Laws
    
    
    364.12
    
    
    
    
    Compliance with Federal Reserve Regulations
    
    
    374.13
    
    
    
    
    Investment Company Act Compliance
    
    
    374.14
    
    
    
    
    Proper Filing of Tax Returns; Payment of Taxes Due
    
    
    374.15
    
    
    
    
    Refunds
    
    
    374.16
    
    
    
    
    Gas Contracts
    
    
    374.17
    
    
    
    
    Intellectual Property
    
    
    374.18
    
    
    
    
    Casualties or Taking of Property
    
    
    374.19
    
    
    
    
    Locations of Borrower
    
    
    384.20
    
    
    
    
    Subsidiaries
    
    
    384.21
    
    
    
    
    Financial Statements
    
    
    38ARTICLE V AFFIRMATIVE COVENANTS
    
    
    385.1
    
    
    
    
    Maintenance and Access to Records
    
    
    385.2
    
    
    
    
    Quarterly Financial Statements; Compliance Certificates
    
    
    385.3
    
    
    
    
    Annual Financial Statements
    
    
    395.4
    
    
    
    
    Oil and Gas Reserve Reports
    
    
    395.5
    
    
    
    
    Title Opinions; Title Defects; Mortgaged Property
    
    
    395.6
    
    
    
    
    Notices of Certain Events
    
    
    395.7
    
    
    
    
    Letters in Lieu of Transfer Orders; Division Orders
    
    
    415.8
    
    
    
    
    Additional Information
    
    
    415.9
    
    
    
    
    Compliance with Laws
    
    
    415.10
    
    
    
    
    Payment of Assessments and Charges
    
    
    415.11
    
    
    
    
    Maintenance of Corporate Existence and Good Standing
    
    
    425.12
    
    
    
    
    Payment of Notes; Performance of Obligations
    
    
    425.13
    
    
    
    
    Further Assurances
    
    
    425.14
    
    
    
    
    Initial Fees and Expenses of Counsel to Agent
    
    
    425.15
    
    
    
    
    Subsequent Fees and Expenses of Agent and Lenders
    
    
    425.16
    
    
    
    
    Operation of Oil and Gas Properties
    
    
    435.17
    
    
    
    
    Maintenance and Inspection of Properties
    
    
    435.18
    
    
    
    
    Maintenance of Insurance
    
    
    435.19
    
    
    
    
    INDEMNIFICATION
    
    
    435.20
    
    
    
    
    Partnership Debt
    
    
    45ARTICLE VI NEGATIVE COVENANTS
    
    
    456.1
    
    
    
    
    Indebtedness
    
    
    456.2
    
    
    
    
    Contingent Obligations
    
    
    456.3
    
    
    
    
    Liens
    
    
    456.4
    
    
    
    
    Sales of Assets
    
    
    456.5
    
    
    
    
    Leasebacks
    
    
    466.6
    
    
    
    
    Loans or Advances
    
    
    46
 - ii -




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##### 



Page6.7
    
    
    
    
    Investments
    
    
    466.8
    
    
    
    
    Dividends and Distributions
    
    
    466.9
    
    
    
    
    Issuance of Stock; Changes in Corporate Structure
    
    
    466.10
    
    
    
    
    Transactions with Affiliates
    
    
    476.11
    
    
    
    
    Lines of Business
    
    
    476.12
    
    
    
    
    ERISA Compliance
    
    
    476.13
    
    
    
    
    Interest Coverage Ratio
    
    
    476.14
    
    
    
    
    Current Ratio
    
    
    476.15
    
    
    
    
    Tangible Net Worth
    
    
    476.16
    
    
    
    
    Bank Debt Coverage Ratio
    
    
    47ARTICLE VII EVENTS OF DEFAULT
    
    
    477.1
    
    
    
    
    Enumeration of Events of Default
    
    
    477.2
    
    
    
    
    Remedies
    
    
    49ARTICLE VIII THE AGENT
    
    
    518.1
    
    
    
    
    Appointment
    
    
    518.2
    
    
    
    
    Amendments and Waivers
    
    
    518.3
    
    
    
    
    Delegation of Duties
    
    
    528.4
    
    
    
    
    Exculpatory Provisions
    
    
    528.5
    
    
    
    
    Reliance by Agent
    
    
    528.6
    
    
    
    
    Notice of Default
    
    
    538.7
    
    
    
    
    Non-Reliance on Agent and Other Lenders
    
    
    538.8
    
    
    
    
    INDEMNIFICATION
    
    
    538.9
    
    
    
    
    Restitution
    
    
    548.10
    
    
    
    
    Agent in Its Individual Capacity
    
    
    558.11
    
    
    
    
    Successor Agent
    
    
    558.12
    
    
    
    
    Applicable Parties
    
    
    558.13
    
    
    
    
    Co-Documentation Agents
    
    
    55ARTICLE IX MISCELLANEOUS
    
    
    559.1
    
    
    
    
    Assignments; Participations
    
    
    559.2
    
    
    
    
    Survival of Representations, Warranties, and Covenants
    
    
    579.3
    
    
    
    
    Notices and Other Communications
    
    
    579.4
    
    
    
    
    Parties in Interest
    
    
    589.5
    
    
    
    
    Rights of Third Parties
    
    
    589.6
    
    
    
    
    Renewals; Extensions
    
    
    589.7
    
    
    
    
    No Waiver; Rights Cumulative
    
    
    589.8
    
    
    
    
    Survival Upon Unenforceability
    
    
    599.9
    
    
    
    
    Amendments; Waivers
    
    
    599.10
    
    
    
    
    Controlling Agreement
    
    
    599.11
    
    
    
    
    Disposition of Collateral
    
    
    599.12
    
    
    
    
    GOVERNING LAW
    
    
    599.13
    
    
    
    
    JURISDICTION AND VENUE
    
    
    599.14
    
    
    
    
    WAIVER OF RIGHTS TO JURY TRIAL
    
    
    609.15
    
    
    
    
    ENTIRE AGREEMENT
    
    
    609.16
    
    
    
    
    USA Patriot Act Notice
    
    
    60
 - iii -




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##### 



Page9.17
    
    
    
    
    Confidentiality
    
    
    609.18
    
    
    
    
    Counterparts
    
    
    619.19
    
    
    
    
    Security Instruments
    
    
    61[Remainder of Page Intentionally Left Blank]
    
    
    61
 LIST OF EXHIBITS
 Exhibit I
    
    -
    
    Form of NoteExhibit I (A)
    
    -
    
    Form of Revolving Line of Credit Note Number 2Exhibit II
    
    -
    
    Form of Borrowing RequestExhibit III
    
    -
    
    Form of Compliance CertificateExhibit IV
    
    -
    
    Facility AmountsExhibit V
    
    -
    
    DisclosuresExhibit VI
    
    -
    
    Form of Assignment Agreement
 - iv -




---



##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 THIS CREDIT AGREEMENT th PRIMEENERGY CORPORATION, PEC PRIMEENERGY MANAGEMENT CORPORATION, PRIME OPERATING COMPANY, EASTERN OIL WELL SERVICE COMPANY, SOUTHWEST OILFIELD CONSTRUCTION
COMPANY, EOWS MIDLAND COMPANY, Borrower Lender Lenders GUARANTY
BANK, FSB, Agent BNP PARIBAS JPMORGAN CHASE BANK, N.A.
 W I T N E S S E T H :
 Existing Agreement
 Agreement
  ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Terms Defined Above. Agent Agreement Borrower Existing Agreement Lender Lenders




---



##### 



Additional Defined Terms.
 Additional Costs
 Adjusted LIBO Rate
 Affiliate
 Agreement
 Applicable Lending Office
 Applicable Margin
 - 2 -




---



##### 



Assessment Rate
 Assignment Agreement Exhibit VI
 Available Commitment
 Bank Debt
 Base Rate
 Benefitted Lender Section
2.8(c).
 Borrowing Base
 Borrowing Request
     - 3 -




---



##### 



Business Day
 Change in Control
 Closing Date
 Code
 Collateral
 Commitment
 Commitment Amount
 Commitment Fee
 - 4 -




---



##### 



Commitment Period
 Commitment Termination Date
 Commodity Hedge Agreement
 Commonly Controlled Entity
 Compliance Certificate
 Contingent Obligation primary obligation
 Current Assets
 Current Liabilities
 - 5 -




---



##### 



Default
 Default Rate
 Dollars $
 EBITDAX
 Environmental Complaint
 Environmental Laws
 ERISA
 - 6 -




---



##### 



Event of Default
 Facility Amount Exhibit IV
 Fee Letter Agreement
 Final Maturity
 Financial Statements
 Fixed Rate Loan
 Floating Rate
 Floating Rate Loan
 GAAP
 Governmental Authority
 - 7 -




---



##### 



Hazardous Substances
 Highest Lawful Rate
 Indebtedness
 Insolvency Proceeding
 Intellectual Property
 - 8 -




---



##### 



Interest Expense
 Interest Period
 Investment
 L/C Exposure
 L/C Issuer
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Fee
 LIBO Rate
 - 9 -




---



##### 



LIBO Rate Loan
 Lien
 Limitation Period
 Loan
 Loan Balance
 Loan Documents
 - 10 -




---



##### 



Material Adverse Effect
 Mortgaged Properties
 Multiemployer Plan
 Net Income
 Notes Exhibit I Exhibit I(A)
 Obligations
 Oil and Gas Properties
 - 11 -




---



##### 



Percentage Share
 PBGC
 Permitted Liens
 - 12 -




---



##### 



Person
 Plan
 Principal Office
 Prohibited Transaction
 Property
 Rate Management Transaction
 Regulation D
 Regulatory Change
 Reimbursement Obligation
 - 13 -




---



##### 



Related Parties
 Release of Hazardous Substances
 Reorganization
 Reportable Event
 Required Lenders
 Requirement of Law
 Reserve Report
 Responsible Officer
 Revolving Line of Credit Number 2 Loan
 - 14 -




---



##### 



Revolving Line of Credit Number 2 Loan Available Commitment
 Revolving Line of Credit Number 2 Notes
 Security Instruments
 Single Employer Plan
 Subsidiary
 Superfund Site
 Swap Termination Value
 Tangible Net Worth
 - 15 -




---



##### 



Transferee
 UCC
 Undefined Financial Accounting Terms.
 References.
 Articles and Sections.
 Number and Gender.
 Incorporation of Exhibits.
 ARTICLE II
 TERMS OF FACILITIES
 Revolving Line of Credit.
 - 16 -




---



##### 



Revolving Line of Credit Number 2 Loan.
  - 17 -




---



##### 



Letter of Credit Facility.
 Issuance. Letter of Credit Modify, Modification provided
 Participations. Section 2.2,
 Notice. Section 2.2(a). Article III
 - 18 -




---



##### 



Letter
of Credit Application Section 2.2(c)
 Administration; Reimbursement by Lenders. LC Payment Date IT BEING UNDERSTOOD THAT IN THE ABSENCE OF ANY GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT BY THE LC ISSUER, EACH LENDER SHALL BE UNCONDITIONALLY AND IRREVOCABLY LIABLE
WITHOUT REGARD TO THE OCCURRENCE OF ANY DEFAULT OR ANY CONDITION PRECEDENT
WHATSOEVER, TO REIMBURSE THE LC ISSUER ON DEMAND FOR Section 2.2(e)
 Reimbursement by Borrower. THE BORROWER SHALL BE IRREVOCABLY AND
UNCONDITIONALLY OBLIGATED TO REIMBURSE THE LC ISSUER ON OR BEFORE THE APPLICABLE LC PAYMENT DATE
FOR ANY AMOUNTS TO BE PAID BY THE LC ISSUER UPON ANY DRAWING UNDER ANY LETTER OF CREDIT, WITHOUT
PRESENTMENT, DEMAND, PROTEST OR OTHER FORMALITIES OF ANY KIND; PROVIDEDTHAT NEITHER THE BORROWER
NOR ANY LENDER SHALL HEREBY BE PRECLUDED FROM ASSERTING ANY CLAIM FOR DIRECT (BUT NOT
CONSEQUENTIAL) DAMAGES SUFFERED BY THE BORROWER OR SUCH LENDER TO THE
EXTENT, BUT ONLY TO THE
EXTENT, CAUSED BY (I) THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE LC ISSUER
IN DETERMINING WHETHER A REQUEST PRESENTED UNDER ANY LETTER OF CREDIT ISSUED BY IT COMPLIED
WITH THE TERMS OF SUCH LETTER OF CREDIT OR (II) THE LC ISSUERS FAILURE TO PAY UNDER ANY LETTER OF
CREDIT ISSUED BY IT AFTER THE PRESENTATION TO IT OF A REQUEST STRICTLY COMPLYING WITH THE TERMS AND
CONDITIONS OF SUCH LETTER OF CREDIT.
 - 19 -




---



##### 



Obligations Absolute. Section 2.2 Section 2.2(f) Section 2.2(e).
 Actions of LC Issuer. Section 2.2,
 - 20 -




---



##### 



Indemnification. PROVIDED SECTION 2.2(h)
 Lenders Indemnification.
 - 21 -




---



##### 



SECTION 2.2
 Rights as a Lender.
 Use of Loan Proceeds and Letters of Credit.
  Interest.
 Repayment of Loans and Interest.
 - 22 -




---



##### 



Outstanding Amounts.
 Time, Place, and Method of Payments.
 Pro Rata Treatment; Adjustments.
  Benefitted Lender
 - 23 -




---



##### 



Borrowing Base Determinations.
    - 24 -




---



##### 



Mandatory Prepayments.
 Voluntary Prepayments and Conversions of Loans.
 Commitment Fee.
 - 25 -




---



##### 



Letter of Credit Fee.
 Loans to Satisfy Obligations of Borrower.
 Security Interest in Accounts; Right of Offset.
 General Provisions Relating to Interest.
 - 26 -




---



##### 



Yield Protection.
  - 27 -




---



##### 



- 28 -




---



##### 



Limitation on Types of Loans.
 - 29 -




---



##### 



Illegality.
 Regulatory Change.
 - 30 -




---



##### 



Limitations on Interest Periods
 Letters in Lieu of Transfer Orders
 Power of Attorney
 ARTICLE III
 CONDITIONS
  - 31 -




---



##### 



Receipt of Loan Documents and Other Items
           Each Loan and Letter of Credit
  - 32 -




---



##### 



- 33 -




---



##### 



ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
  Due Authorization
 Corporate Existence
 Valid and Binding Obligations
 - 34 -




---



##### 



Security Instruments
 Title to Assets
 No Material Misstatements
 Liabilities, Litigation, and Restrictions
 Authorizations; Consents
 Compliance with Laws
 - 35 -




---



##### 



ERISA
 Environmental Laws
     - 36 -




---



##### 



Compliance with Federal Reserve Regulations
 Investment Company Act Compliance
 Proper Filing of Tax Returns; Payment of Taxes Due
 Refunds
 Gas Contracts
 Intellectual Property
 Casualties or Taking of Property
 - 37 -




---



##### 



Locations of Borrower
 Subsidiaries
 Financial Statements
 ARTICLE
V
 AFFIRMATIVE COVENANTS
  Maintenance and Access to Records
 Quarterly Financial Statements; Compliance Certificates
 - 38 -




---



##### 



Annual Financial Statements th
 Oil and Gas Reserve Reports
   Title Opinions; Title Defects: Mortgaged Property
 Notices of Certain Events
 - 39 -




---



##### 



- 40 -




---



##### 



Letters in Lieu of Transfer Orders; Division Orders
 Additional Information
 Compliance with Laws
 Payment of Assessments and Charges
 - 41 -




---



##### 



Maintenance of Corporate Existence and Good Standing
 Payment of Notes; Performance of Obligations
 Further Assurances
 Initial Fees and Expenses of Counsel to Agent
 Subsequent Fees and Expenses of Agent and Lenders
 - 42 -




---



##### 



Operation of Oil and Gas Properties
 Maintenance and Inspection of Properties
 Maintenance of Insurance
 INDEMNIFICATION INDEMNITEE
 - 43 -




---



##### 



- 44 -




---



##### 



Partnership Debt
 ARTICLE VI
 NEGATIVE COVENANTS
  Indebtedness
 Contingent Obligations
 Liens
 Sales of Assets provided however
 - 45 -




---



##### 



Leasebacks
 Loans or Advances
 Investments
 Dividends and Distributions
 Issuance of Stock; Changes in Corporate Structure
 - 46 -




---



##### 



Transactions with Affiliates
 Lines of Business
 ERISA Compliance
 Interest Coverage Ratio
 Current Ratio
 Tangible Net Worth
 Bank Debt Coverage Ratio
 ARTICLE VII
 EVENTS OF DEFAULT
 Enumeration of Events of Default
   - 47 -




---



##### 



- 48 -




---



##### 



et seq
     Remedies
 - 49 -




---



##### 



first,
 second,
 third,
 fourth,
 fifth,
 sixth,
 seventh,
 - 50 -




---



##### 



ARTICLE VIII
 THE AGENT
 Appointment
 Amendments and Waivers
 - 51 -




---



##### 



Delegation of Duties
 Exculpatory Provisions
 Reliance by Agent
 - 52 -




---



##### 



Notice of Default provided
 Non-Reliance on Agent and Other Lenders
 INDEMNIFICATION . EACH LENDER AGREES TO INDEMNIFY THE AGENT AND ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), RATABLY
ACCORDING TO THE PERCENTAGE SHARE OF SUCH LENDER, FROM AND AGAINST ANY AND ALL LIABILITIES,
CLAIMS,
 - 53 -




---



##### 



OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND
DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING ANY TIME FOLLOWING THE
PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT) BE IMPOSED ON,
INCURRED BY OR ASSERTED AGAINST THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY OTHER DOCUMENT CONTEMPLATED OR REFERRED TO HEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR ANY ACTION TAKEN OR OMITTED BY THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE
FOREGOING, INCLUDING ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED, INCURRED OR ASSERTED AS A RESULT OF
THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES; PROVIDED THAT NO LENDER SHALL BE LIABLE FOR
THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING SOLELY FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE AGENT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS-IN-FACT OR AFFILIATES. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE PAYMENT AND
PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
 Restitution
 - 54 -




---



##### 



Agent in Its Individual Capacity
 Successor Agent
 Applicable Parties
 Co-Documentation Agents
 ARTICLE IX
 MISCELLANEOUS
 Assignments; Participations
 - 55 -




---



##### 



Assignments.
   Assignee Lender
     - 56 -




---



##### 



Participations Participant
 Survival of Representations, Warranties, and Covenants
 Notices and Other Communications
 - 57 -




---



##### 



(a)
    
    if to the Agent and Lender, to:Guaranty Bank, FSB333 Clay Street, Suite 4400Houston, Texas 77002Attention: Kelly L. Elmore, IIITelecopy: (713) 890-8868(b)
    
    if to the Borrower, to:PrimeEnergy CorporationPrimeEnergy Management CorporationPrime Operating CompanyEastern Oil Well Service CompanySouthwest Oilfield Construction CompanyEOWS Midland CompanyOne Landmark SquareStamford, Connecticut 06901Attention: Ms. Beverly A. CummingsTelecopy: (203) 358-5786
  Parties in Interest
 Rights of Third Parties
 Renewals; Extensions
 No Waiver; Rights Cumulative
 - 58 -




---



##### 



Survival Upon Unenforceability
 Amendments; Waivers
 Controlling Agreement
 Disposition of Collateral
 GOVERNING LAW THIS AGREEMENT AND THE NOTES SHALL BE DEEMED TO BE CONTRACTS
MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER,
THAT CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING
CREDIT LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY.
 JURISDICTION AND VENUE ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING
DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDER, IN
COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS. THE BORROWER HEREBY SUBMITS TO THE
JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS, AND
HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY
LITIGATION BROUGHT AGAINST IT BY THE LENDER IN ACCORDANCE WITH THIS SECTION.
 - 59 -




---



##### 



WAIVER OF RIGHTS TO JURY TRIAL THE BORROWER, AGENT AND THE LENDERS HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT
RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO. THE
PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT.
 ENTIRE AGREEMENT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SHALL SUPERSEDE ANY PRIOR
AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT
HEREOF. FURTHERMORE, IN THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN
DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG SUCH PARTIES.
 USA Patriot Act Notice Act
 Confidentiality
 - 60 -




---



##### 



Information
 Counterparts
 Security Instruments
 [Remainder of Page Intentionally Left Blank]
 - 61 -




---



##### 



IN WITNESS WHEREOF,
 BORROWER: PRIMEENERGY CORPORATIONPRIMEENERGY MANAGEMENTCORPORATION, PRIME OPERATING COMPANY, EASTERN OIL WELL SERVICECOMPANY, SOUTHWEST OILFIELDCONSTRUCTION COMPANY EOWS MIDLAND COMPANYBy:

/s/
Beverly A. CummingsBeverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer - 62 -




---



##### 



AGENT:GUARANTY BANK, FSBBy:
    /s/ David M. ButlerDavid M. ButlerVice President - 63 -




---



##### 



LENDER:BNP PARIBASBy:
    /s/ Douglas R. LiftmanDouglas R. LiftmanManaging Director By:
    
    /s/ Polly SchottName:
    
    Polly SchottTitle:
    
    Vice President
 Applicable Lending Office for all Loans:Attention:Telecopy:
 - 63 -




---



##### 



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

/s/
Jo Linda PapadakisJo Linda PapadakisVice President Applicable Lending Office for all Loans:Attention:Telecopy:
 - 65 -




---



##### 



EXHIBIT I
 [FORM OF NOTE]
 PROMISSORY NOTE
 $45,000,000
    
    Houston, Texas
    
    December 28, 2006
 Maker GUARANTY BANK, FSB Payee Credit
Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT 
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE 
COMPANY, SOUTHWEST OILFIELD 
CONSTRUCTION COMPANY
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



EXHIBIT I
 [FORM OF NOTE]
 PROMISSORY NOTE
 $52,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker BNP PARIBAS, Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER 345 OF
THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)
 Iiii




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD
CONSTRUCTION COMPANY
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer Iiv




---



##### 



EXHIBIT I
 [FORM OF NOTE]
 PROMISSORY NOTE
 $52,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker JPMORGAN CHASE BANK, N. A., Payee th Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)
 Iv




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD 
CONSTRUCTION COMPANY
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer Ivi




---



##### 



EXHIBIT I(A)
 [FORM OF REVOLVING LINE OF CREDIT NUMBER 2 NOTE]
 REVOLVING LINE OF CREDIT NUMBER 2 NOTE
 $3,000,000
    
    Houston, Texas
    
    December 28, 2006
 Maker GUARANTY BANK, FSB Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)
 I(A)i




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE 
COMPANY, SOUTHWEST OILFIELD 
CONSTRUCTION COMPANY 
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer I(A)ii




---



##### 



EXHIBIT I(A)
 [FORM OF REVOLVING LINE OF CREDIT NUMBER 2 NOTE]
 REVOLVING LINE OF CREDIT NUMBER 2 NOTE
 $3,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker BNP PARIBAS, Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)
 I(A)iii




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT 
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD
CONSTRUCTION COMPANY
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer I(A)iv




---



##### 



EXHIBIT I(A)
 [FORM OF REVOLVING LINE OF CREDIT NUMBER 2 NOTE]
 REVOLVING LINE OF CREDIT NUMBER 2 NOTE
 $3,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker JPMORGAN CHASE BANK, N.A., Payee th Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)
 I(A)v




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT 
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL
SERVICE COMPANY, SOUTHWEST
OILFIELD CONSTRUCTION
COMPANY EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer I(A)vi




---



##### 



EXHIBIT II
 [FORM OF BORROWING REQUEST]
 
 Re:
    
    Credit Agreement dated as of December 28, 2006, by and between
PRIMEENERGY CORPORATION, PRIMEENERGY MANAGEMENT CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE COMPANY, SOUTHWEST OILFIELD CONSTRUCTION
COMPANY, EOWS MIDLAND COMPANY and GUARANTY BANK, FSB, as Agent, and the Lenders
signatory thereto from time to time (as amended, restated, or supplemented from
time to time, the Credit Agreement)
   1.
    
    Loans
 (a)
    
    Amount of new Loan: $(b)
    
    Requested funding date:           , 20(c)
    
    $ of such Loan is to be a Floating Rate Loan;$ of such Loan is to be a LIBO Rate Loan.(d)
    
    Requested Interest Period for LIBO Rate Loan:  months.
 2.
    
    Continuation or conversion of LIBO Rate Loan maturing on       :
 (a)
    
    Amount to be continued as a LIBO Rate Loan is $        , with an
Interest Period of       months;(b)
    
    Amount to be converted to a Floating Rate Loan is $          ; and
 3.
    
    Conversion of Floating Rate Loan:
 (a)
    
    Requested conversion date:       , 20 .(b)
    
    Amount to be converted to a LIBO Rate Loan is $       , with an
Interest Period of  months.
 IIi




---



##### 



BORROWER: PRIMEENERGY CORPORATION 
PRIMEENERGY MANAGEMENT
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD
CONSTRUCTION COMPANY 
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer IIii




---



##### 



EXHIBIT III  [FORM OF COMPLIANCE CERTIFICATE]
 , 2006
 
 Re:
    
    Credit Agreement dated as of December 28, 2006, by and between
PRIMEENERGY CORPORATION, PRIMEENERGY MANAGEMENT CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE COMPANY, SOUTHWEST OILFIELD CONSTRUCTION
COMPANY, EOWS MIDLAND COMPANY and GUARANTY BANK, FSB, as Agent, and the Lenders
signatory thereto from time to time (as amended, restated, or supplemented from
time to time, the Credit Agreement)
     
 (a)
    
    Section 6.13: Interest Coverage Ratio.
Permit, as of the close of any fiscal quarter, the ratio of (a)
quarterly EBITDAX on a trailing four-quarter basis to (b)
Interest Expense to be less than 3.00 to 1.00, measured on a
trailing four-quarter basis.
 Actual
 
 IIIi




---



##### 



(b)
    
    Section 6.14: Current Ratio. Permit, as of the close
of any
fiscal quarter, the ratio of Current Assets to Current
Liabilities to be less than 1.00 to 1.00.
 Actual
 
 (c)
    
    Section 6.15: Tangible Net Worth. Permit Tangible
Net
Worth, as of the close of any fiscal quarter, to be less than
$40,000,000 at September 30, 2006, plus 75% of positive
quarterly net income thereafter.
 Actual
  (d)
    
    Section 6.16: Bank Debt Coverage Ratio. Permit, as
of the
close of any fiscal quarter, the ratio of (a) Bank Debt to (b)
EBITDAX to be greater than 4.00 to 1.00, measured on a
trailing four-quarter basis.
 Actual
 
 
 IIIii




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT 
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD
CONSTRUCTION COMPANY
EOWS MIDLAND COMPANYBy:Beverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer IIIiii




---



##### 



EXHIBIT IV
 FACILITY AMOUNTS
 1.
    
    Revolving Line of Credit
 Facility
    
    
    PercentageName of Lender
    
    Amount
    
    
    ShareGuaranty Bank, FSB
    
    $
    45,000,000.00
    
    
    
    30.00000
    %BNP Paribas
    
    $
    52,500,000.00
    
    
    
    35.00000
    %JPMorgan Chase Bank, N.A.
    
    $
    52,500,000.00
    
    
    
    35.00000
    %Totals
    
    $
    150,000,000.00
    
    
    
    100.0000000
    %
 2.
    
    Revolving Line of Credit No. 2 Loan
 Facility
    
    
    PercentageName of Lender
    
    Amount
    
    
    ShareGuaranty Bank, FSB
    
    $
    3,000,000.00
    
    
    
    30.00000
    %BNP Paribas
    
    $
    3,500,000.00
    
    
    
    35.00000
    %JPMorgan Chase Bank, N.A.
    
    $
    3,500,000.00
    
    
    
    35.00000
    %Total
    
    $
    10,000,000.00
    
    
    
    100.0000000
    %
 IVi




---



##### 



EXHIBIT V
 DISCLOSURES
 [PLEASE ADVISE IF ANY CHANGES]
 Section 1.2
    
    Permitted LiensLiens in favor the Jackson Group composed of
Jeral W. Jackson, Inc., Pangaea Properties, Inc. and
William H. Nichols by PrimeEnergy Corporation, Sterling
Asset and Income Funds A-l, A-2, AA-1 and AA-2 (now
PrimeEnergy Asset and Income Funds A-l, A-2, AA-1 and
AA-2) to secure the payment to the Jackson Group of the
JPN Fee, being an amount of certain of the proceeds
and accounts arising from the sale of oil and gas from
certain properties located in Garvin County, Oklahoma,
as determined pursuant to the terms of that certain
Memorandum of Agreement dated October 1, 1990, and as
evidenced by Financing Statement filed January 23, 1991,
Volume 1295, Page 58, Garvin County, Oklahoma, and
Financing Statement filed January 28, 1991, N-00844,
Central Filing Office, Oklahoma County Clerk.Section 4.7
    

    LiabilitiesNoneLitigationNoneSection 4.12
    
    Environmental MattersNoneSection 4.17
    
    RefundsNoneSection 4.18
    
    Gas ContractsNoneSection 4.20
    
    CasualtiesNoneSection 4.22
    
    SubsidiariesNone except those listed as Borrowers
 V-i




---



##### 



EXHIBIT VI   [FORM OF ASSIGNMENT AGREEMENT]
 ASSIGNMENT AGREEMENT
 Agreement    Assignor  Assignee
 RECITALS
 Credit Agreement Borrower Lender Lenders Agent
 [all] [a portion]
  ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Definitions from Credit Agreement
 Additional Defined Terms
 Assigned Interest [all of] [the portion of the]
 VII-i




---



##### 

\

Loan Balance
 Assignment Date
 References
 Articles and Sections
 Number and Gender
 Negotiated Transaction
 VII-ii




---



##### 



ARTICLE II
 SALE AND ASSIGNMENT
 Sale and Assignment
 Assumption of Obligations
 Consent by Agent
 ARTICLE III
 PAYMENTS
 Payments
 Allocation of Payments
 VII-iii




---



##### 



Delivery of Notes
 Further Assurances
 ARTICLE IV
 CONDITIONS PRECEDENT
     ARTICLE V
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of Assignor
    VII-iv




---



##### 



Disclaimer
 Representations and Warranties of Assignee
      VII-v




---



##### 



ARTICLE VI
 MISCELLANEOUS
 Notices
 Amendment, Modification or Waiver
 Successors and Assigns
 Assignments
 Counterparts
 Governing Law
 VII-vi




---



##### 



Expenses
 Waiver of Jury Trial
 [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
 VII-vii




---



##### 



ASSIGNORBy:Name:Title:
 Address for Notices:Telecopier No.:Telephone No.:Attention:
 ASSIGNEEBy:Name:Title:
 Address for Notices:Telecopier No.:Telephone No.:Attention:
 ACKNOWLEDGED AND CONSENTED TO:GUARANTY BANK, FSB
as AgentBy:Name:Title:
 VII-viii




---



##### 



PROMISSORY NOTE
 $45,000,000
    
    Houston, Texas
    
    December 28, 2006
 Maker GUARANTY BANK, FSB Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT
CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY, SOUTHWEST OILFIELD
CONSTRUCTION COMPANY 
EOWS MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



REVOLVING LINE OF CREDIT NUMBER 2 NOTE
  $3,000,000
    
    Houston, Texas
    
    December 28, 2006
 Maker GUARANTY BANK, FSB Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIMEOPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY,SOUTHWEST OILFIELD
CONSTRUCTION COMPANY EOWS
MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



PROMISSORY NOTE
  $52,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker JPMORGAN CHASE BANK, N.A., Payee th Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIMEOPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY,SOUTHWEST OILFIELD
CONSTRUCTION COMPANY EOWS
MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



REVOLVING LINE OF CREDIT NUMBER 2 NOTE
  $3,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker JPMORGAN CHASE BANK, N.A., Payee th Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIMEOPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY,SOUTHWEST OILFIELD
CONSTRUCTION COMPANY EOWS
MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



PROMISSORY NOTE
  $52,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker BNP PARIBAS, Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER
345 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIMEOPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY,SOUTHWEST OILFIELD
CONSTRUCTION COMPANY EOWS
MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer




---



##### 



REVOLVING LINE OF CREDIT NUMBER 2 NOTE
  $3,500,000
    
    Houston, Texas
    
    December 28, 2006
 Maker BNP PARIBAS, Payee Credit Agreement
    THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING
EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT CHAPTER 345 OF
THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING
TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
 (Page One of Two Page Note)




---



##### 



PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT
CORPORATION, PRIMEOPERATING
COMPANY, EASTERN OIL WELL SERVICE
COMPANY,SOUTHWEST OILFIELD
CONSTRUCTION COMPANY EOWS
MIDLAND COMPANYBy:
    
    /s/ Beverly A. CummingsBeverly A. Cummings
Executive Vice President, Treasurer, and
Chief Financial Officer