EX-10.22.5.13.1




 Exhibit 10.22.5.13.1 

After recording, return to: 
 Winstead PC 

2728 N. Harwood St., Suite 500 
 Dallas, Texas 75201 

Attn: Bee Archaphorn 
 NOTICE OF CONFIDENTIALITY RIGHTS: IF
YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER’S LICENSE NUMBER. 
  

					
	Andrews County, Texas	  	Fayette County, Texas	  	Newton County, Texas
	Borden County, Texas	  	Glasscock County, Texas	  	Polk County, Texas
	Colorado County, Texas	  	Goliad County, Texas	  	Reagan County, Texas
	Crane County, Texas	  	Grimes County, Texas	  	Webb County, Texas
	Crockett County, Texas	  	Irion County, Texas	  	Winkler County, Texas
	Dimmit County, Texas	  	Martin County, Texas	  	
	Duval County, Texas	  	Midland County, Texas	  	

 FIRST AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED 

DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, 

ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT 

KNOW ALL MEN BY THESE PRESENTS: 
 THIS
FIRST AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT (this “Amendment”) is made and entered into as of December 20, 2021, by
PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation, formerly known as PrimeEnergy Corporation (“Prime”) and PRIMEENERGY MANAGEMENT CORPORATION, a New York corporation (“PEMC,” and
Prime and PEMC herein, individually and collectively, “Grantor”), and CITIBANK, N.A., as Administrative Agent for the benefit of the Secured Parties (in such capacity and together with its successors and assigns in
such capacity, “Beneficiary”). 
 R E C I T A L S 

A. Grantor has heretofore executed and delivered those certain Deeds of Trust, Mortgages, Security Agreements, Assignments of Production, and
Financing Statements set forth in Schedule 1 attached hereto (collectively, as so amended, the “Original Deed of Trust”), covering the real property described on Exhibit A to the Original Deed of Trust and securing the
indebtedness as described therein, to DOROTHY E. MARCHAND (“Original Trustee”) and PNC BANK, NATIONAL ASSOCIATION, successor to BBVA USA, which was formerly known as Compass Bank, in its
capacity as administrative agent for the Secured Parties and original beneficiary under the Original Deed of Trust (in such capacity, the “Original Beneficiary”). 

  
 FIRST AMENDMENT – Page 1













 B. The Original Deed of Trust secures, among other things, the payment of all of the
indebtedness owed by Grantor under that certain Third Amended and Restated Credit Agreement, dated as of February 15, 2017, among Borrower, Original Beneficiary as Administrative Agent and the lenders party thereto (as amended, restated,
supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed
such term in the Credit Agreement), including without limitation the “Secured Obligations” as therein defined. 
 C. Pursuant to
that certain Resignation and Appointment Agreement dated as of December 20, 2021, the Original Beneficiary agreed to resign as administrative agent under the Credit Agreement and the other Loan Documents, and Citibank, N.A., has agreed to
accept appointment as successor administrative agent thereunder (in such capacity, the “Successor Administrative Agent” or “Administrative Agent”, as applicable). 

D. In connection with the foregoing, Beneficiary, Original Beneficiary, Borrower and Lenders have amended the Credit Agreement pursuant to the
terms of the Seventh Amendment to Third Amended and Restated Credit Agreement between the parties dated as of December 20, 2021, and the parties hereto desire to amend the Original Deed of Trust as hereafter provided. 

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor does hereby grant, bargain, sell, assign, mortgage with power of sale, transfer, and convey unto Mary C. Tucker, as trustee (in such capacity, “Trustee”), for the benefit of the Beneficiary, with
power of sale, the Mortgaged Properties (as defined in the Original Deed of Trust), to have and to hold such Mortgaged Properties unto Trustee and their respective successors and assigns, and the parties hereto agree as follows: 

1. Same Terms. All terms used herein that are defined in the Original Deed of Trust shall have the same meanings when used
herein, unless the context hereof otherwise requires or provides. 
 2. Amendments to Original Deed of Trust. 

(a) Each reference to “Compass Bank” in the Original Deed of Trust is hereby deleted and the reference to “Citibank, N.A.”
is hereby inserted in lieu thereof. 
 (b) Each reference to “Dorothy E. Marchand” in the Original Deed of Trust is hereby
deleted and the reference to “Mary C. Tucker” is hereby inserted in lieu thereof. 
 (c) The address of the Beneficiary set
forth in cover page of the Original Deed of Trust is hereby amended to read as “2001 Ross Ave, Ste 4300, Dallas, TX 75201.” 
 (d)
The address set forth in Section 4.2 of the Original Deed of Trust is hereby amended to read in its entirety as follows: 
 Citibank,
N.A., as Administrative Agent 
 2001 Ross Ave, Ste 4300 

Dallas, TX 75201 
 (e) The notice
information for Beneficiary set forth in Section 6.9 of the Original Deed of Trust is hereby amended to read in its entirety as follows: 
  

					
	 If to Beneficiary:
	 	 Citibank, N.A., as Administrative Agent
 2001
Ross Ave, Ste 4300
 Dallas, TX 75201
	  	


  
 FIRST AMENDMENT – Page 2













 3. Notice of Removal of Trustee and Appointment of Successor Trustee.
Effective as of the date hereof, the Beneficiary hereby removes, without cause, Dorothy E. Marchand, as the Original Trustee under the Original Deed of Trust and any previously named substitute trustee, and designates and appoints, upon the
contingency and in the manner authorized by the Original Deed of Trust, Mary C. Tucker as substitute Trustee in lieu and in place and stead of the aforesaid Original Trustee or any substitute Trustee heretofore appointed, with all the powers and
authority delegated to the Original Trustee by the terms of the Original Deed of Trust, and does hereby authorize said substitute Trustee to take any action permitted to be taken under the Original Deed of Trust by the Original Trustee or any
substitute Trustee heretofore appointed, including without limitation, the sale of any real property subject to the Original Deed of Trust for the purpose of collecting any of the Obligation pursuant to the provisions of the Original Deed of Trust
and applicable law. 
 4. Certain Representations. Grantor represents and warrants that, as of the date hereof:
(a) Grantor has full power and authority to execute this Amendment, and this Amendment constitutes the legal, valid and binding obligation of Grantor, enforceable in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any
governmental authority or other person is required for the execution and delivery by Grantor of this Amendment, or the performance of this Amendment. 

5. Ratification and Confirmation. It is expressly agreed that the execution of this Amendment shall not alter or otherwise
affect the terms, provisions and conditions of the Original Deed of Trust EXCEPT as expressly set out above. Grantor hereby RATIFIES, CONFIRMS AND AGREES that (a) the Original Deed of Trust, as amended hereby, shall continue to be in
full force and effect to the same extent as provided therein, and (b) the “Secured Obligations” as defined in the Credit Agreement, including without limitation the Notes as defined in the Credit Agreement, are secured by the Original
Deed of Trust, as amended hereby. 
 6. Limitation on Agreements. The modifications set forth herein are limited precisely as
written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Deed of Trust, or (b) to prejudice any right or rights which Beneficiary now has or may have in the
future under or in connection with the Original Deed of Trust, as amended hereby, or any of the other documents referred to herein or therein. 

7. Effect of Amendment; Conflicts. This Amendment shall be construed as, and is hereby made a part of, the Original Deed of
Trust, and such instruments (the Original Deed of Trust and this Amendment) shall be construed and interpreted together as a single instrument, excepting only that in the case of any inconsistency which cannot be reconciled, the terms of this
Amendment shall be controlling. 
 8. Incorporation of Certain Provisions by Reference. The provisions of Section 6.10 of
the Original Deed of Trust captioned “Governing Law” are incorporated herein by reference for all purposes. 
 9. Continued
Effect of Original Deed of Trust. Nothing in this Amendment shall be construed as in any way releasing, affecting or impairing the lien created by the Original Deed of Trust against the oil and gas properties described therein. The Original
Deed of Trust shall continue to be in full force and effect against all of the oil and gas properties described therein in order to secure the payment and performance of the indebtedness and obligations secured by the Original Deed of Trust. 

  
 FIRST AMENDMENT – Page 3













 10. Counterparts. This Amendment may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. 

11. Entirety. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE ORIGINAL DEED OF TRUST) REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

12. Miscellaneous. This Amendment shall be considered as an amendment to and ratification of the Original Deed of Trust, and the
Original Deed of Trust, as herein expressly amended, is hereby ratified, approved and confirmed in every respect. All liens created, extended or renewed by the Original Deed of Trust are hereby extended, renewed and carried forward by this
instrument and incorporated herein. All references to the Original Deed of Trust in any documents heretofore or hereafter executed shall be deemed to refer to the Original Deed of Trust as amended by this Amendment. 

[The rest of this page is intentionally left blank; the signature pages follow.] 

  
 FIRST AMENDMENT – Page 4













 EXECUTED on the date(s) of the acknowledgment(s) below to be effective as of the date first
set forth above. 
  

			
	GRANTOR:
	
	 PRIMEENERGY RESOURCES CORPORATION,

f/k/a PrimeEnergy Corporation

		
	By:	 	 /s/ Beverly A. Cummings

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



  

					
	 STATE OF TEXAS
	  	 §
	  	
		  	 §
	  	
	COUNTY OF ____________	  	§	  	

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Resources Corporation, a Delaware corporation (f/k/a PrimeEnergy Corporation), on behalf of said corporation. 

 

			
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 
			
	GRANTOR (CONTINUED):
	
	PRIMEENERGY MANAGEMENT CORPORATION
		
	By:	 	 /s/ Beverly A. Cummings

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



  

					
	 STATE OF TEXAS
	  	 §
	  	
		  	$	  	
	COUNTY OF ____________	  	§	  	

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Management Corporation, a New York corporation, on behalf of said corporation. 

 

			
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 
			
	BENEFICIARY:
	
	CITIBANK, N.A., as Administrative Agent,
	as Beneficiary
		
	By:	 	 /s/ Ryan Watson

		 	 Ryan Watson
 Senior Vice
President



  

					
	 STATE OF TEXAS
	  	 §
	  	
		  	$	  	
	COUNTY OF ____________	  	§	  	

 This instrument was acknowledged before me on the ____ day of December, 2021, by Ryan Watson, Senior Vice
President of Citibank, N.A., a national banking association, on behalf of said banking association. 
  

			
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 
			
	ORIGINAL BENEFICIARY:
	
	PNC BANK, successor to BBVA USA,
	formerly known as Compass Bank, as Original Beneficiary
		
	By:	 	 /s/ Julia Barnhill

		 	Julia Barnhill
		 	Vice President


  

					
	 STATE OF TEXAS
	  	 §
	  	
		  	$	  	
	COUNTY OF ____________	  	§	  	

 This instrument was acknowledged before me on the ____ day of December, 2021, by Julia Barnhill, a Vice
President of PNC Bank, successor to BBVA USA, a national banking association, on behalf of said banking association. 
  

			
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 SCHEDULE I 

A. Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement by
PrimeEnergy Corporation and PrimeEnergy Management Corporation, as Grantor to Dorothy E. Marchand, as Trustee, and Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of May 5, 2017, which has been
recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	Date Recorded
			
	 Andrews County, Texas
	  	Instrument No. 17-2232	  	06/05/2017
			
	 Borden County, Texas
	  	Instrument No. 20170353	  	06/05/2017
			
	 Colorado County, Texas
	  	Vol. 839, Page 510, 
Instrument No. 3016	  	06/14/2017
			
	 Crane County, Texas
	  	Book OPR, Vol. 597, Page 770, 
Instrument No. 103736	  	06/05/2017
			
	 Crockett County, Texas
	  	Book 842, Page 906, 
Document No. 0000169764	  	06/05/2017
			
	 Dimmit County, Texas
	  	Vol. 596, Page 620, 
Instrument No. 45004	  	06/13/2017
			
	 Duval County, Texas
	  	Book OR, Vol. 649, Page 1, 
Document No. 2017-17119	  	06/05/2017
			
	 Fayette County, Texas
	  	Vol. 1818, Page 258, 
Instrument No. 17-04388	  	06/05/2017
			
	 Glasscock County, Texas
	  	Book PM, Vol. 349, Page 636, 
Document No. 2017-1703	  	06/05/2017
			
	 Goliad County, Texas
	  	Book OR, Vol. 451, Page 702, 
Document No. 00139990	  	06/05/2017
			
	 Grimes County, Texas
	  	Book RP, Vol. 1650, Page 227, 
Document No. 002887747	  	06/08/2017
			
	 Irion County, Texas
	  	Book 244, Page 851, 
Document No. 20170001342	  	06/12/2017
			
	 Martin County, Texas
	  	Vol. 561, Page 59, 
Instrument No. 2486	  	06/06/2017
			
	 Midland County, Texas
	  	Document No. 2017-16528	  	06/05/2017
			
	 Newton County, Texas
	  	Vol. 686, Page 777, 
Instrument No. 163424	  	06/05/2017


  
 FIRST AMENDMENT – Page 1














					
	 Location
	  	 Recording Information
	  	Date Recorded
	 Polk County, Texas
	  	Book 2104, Page 482, 
Document No. 4622	  	06/05/2017
			
	 Reagan County, Texas
	  	Vol. 284, Page 177, 
Instrument No. 2017-125692	  	06/05/2017
			
	 Webb County, Texas
	  	Vol. 4257, Page 579, 
Document No. 1300811	  	06/20/2017
			
	 Winkler County, Texas
	  	Instrument No. C21587	  	06/05/2017


  
 FIRST AMENDMENT– Page 2













 After recording, return to: 

Winstead PC 
 2728 N. Harwood St., Suite 500 

Dallas, Texas 75201 
 Attn: Bee Archaphorn 

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. 

Chambers County, Texas 
 FIRST AMENDMENT TO
DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, 
 ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT 

KNOW ALL MEN BY THESE PRESENTS: 
 THIS
FIRST AMENDMENT TO DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT (this “Amendment”) is made and entered into as of December 20, 2021, by PRIMEENERGY RESOURCES
CORPORATION, a Delaware corporation, formerly known as PrimeEnergy Corporation (“Prime”) and PRIMEENERGY MANAGEMENT CORPORATION, a New York corporation (“PEMC,” and Prime and PEMC herein,
individually and collectively, “Grantor”), and CITIBANK, N.A., as Administrative Agent for the benefit of the Secured Parties (in such capacity and together with its successors and assigns in such capacity,
“Beneficiary”). 
 R E C I T A L S 

B. Grantor has heretofore executed and delivered that certain Deed of Trust, Mortgage, Security Agreement, Assignment of Production, and
Financing Statement set forth in Schedule 1 attached hereto (collectively, the “Original Deed of Trust”), covering the real property described on Exhibit A to the Original Deed of Trust and securing the indebtedness as
described therein, to DOROTHY E. MARCHAND (“Original Trustee”) and PNC BANK, NATIONAL ASSOCIATION, successor to BBVA USA, which was formerly known as Compass Bank, in its capacity as
administrative agent for the Secured Parties and original beneficiary under the Original Deed of Trust (in such capacity, the “Original Beneficiary”). 

B. The Original Deed of Trust secures, among other things, the payment of all of the indebtedness owed by Grantor under that certain Third
Amended and Restated Credit Agreement, dated as of February 15, 2017, among Borrower, Original Beneficiary as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof,
the “Credit Agreement”; each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement), including without
limitation the “Secured Obligations” as therein defined. 
 C. Pursuant to that certain Resignation and Appointment Agreement
dated as of December 20, 2021, the Original Beneficiary agreed to resign as administrative agent under the Credit Agreement and the other Loan Documents, and Citibank, N.A., has agreed to accept appointment as successor administrative agent
thereunder (in such capacity, the “Successor Administrative Agent” or “Administrative Agent”, as applicable). 

  
 FIRST AMENDMENT – Page 3













 D. In connection with the foregoing, Beneficiary, Original Beneficiary, Borrower and Lenders
have amended the Credit Agreement pursuant to the terms of the Seventh Amendment to Third Amended and Restated Credit Agreement between the parties dated as of December 20, 2021, and the parties hereto desire to amend the Original Deed of Trust
as hereafter provided. 
 NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor does hereby grant, bargain, sell, assign, mortgage with power of sale, transfer, and convey unto Mary C. Tucker, as trustee (in such capacity, “Trustee”), for the benefit
of the Beneficiary, with power of sale, the Mortgaged Properties (as defined in the Original Deed of Trust), to have and to hold such Mortgaged Properties unto Trustee and their respective successors and assigns, and the parties hereto agree as
follows: 
 13. Same Terms. All terms used herein that are defined in the Original Deed of Trust shall have the same meanings
when used herein, unless the context hereof otherwise requires or provides. 
 14. Amendments to Original Deed of Trust. 

(f) Each reference to “Compass Bank” in the Original Deed of Trust is hereby deleted and the reference to “Citibank, N.A.”
is hereby inserted in lieu thereof. 
 (g) Each reference to “Dorothy E. Marchand” in the Original Deed of Trust is hereby
deleted and the reference to “Mary C. Tucker” is hereby inserted in lieu thereof. 
 (h) The address of the Beneficiary set
forth in cover page of the Original Deed of Trust is hereby amended to read as “2001 Ross Ave, Ste 4300, Dallas, TX 75201.” 
 (i)
The address set forth in Section 4.2 of the Original Deed of Trust is hereby amended to read in its entirety as follows: 

Citibank, N.A., as Administrative Agent 

2001 Ross Ave, Ste 4300 

Dallas, TX 75201 

(j) The notice information for Beneficiary set forth in Section 6.9 of the Original Deed of Trust is hereby amended to read in its
entirety as follows: 
  

					
	 

        
	  	If to Beneficiary:	  	 Citibank, N.A., as Administrative Agent
 2001
Ross Ave, Ste 4300
 Dallas, TX 75201


 15. Notice of Removal of Trustee and Appointment of Successor Trustee. Effective as of the date
hereof, the Beneficiary hereby removes, without cause, Dorothy E. Marchand, as the Original Trustee under the Original Deed of Trust and any previously named substitute trustee, and designates and appoints, upon the contingency and in the manner
authorized by the Original Deed of Trust, Mary C. Tucker as substitute Trustee in lieu and in place and stead of the aforesaid Original Trustee or any substitute Trustee heretofore appointed, with all the powers and authority delegated to the
Original Trustee by the terms of the Original Deed of Trust, and does hereby authorize said substitute Trustee to take any action permitted to be taken under the Original Deed of Trust by the Original Trustee or any substitute Trustee heretofore
appointed, including without limitation, the sale of any real property subject to the Original Deed of Trust for the purpose of collecting any of the Obligation pursuant to the provisions of the Original Deed of Trust and applicable law. 

  
 FIRST AMENDMENT –
Page 4 












 16. Certain Representations. Grantor represents and warrants that, as of the
date hereof: (a) Grantor has full power and authority to execute this Amendment, and this Amendment constitutes the legal, valid and binding obligation of Grantor, enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing
with, any governmental authority or other person is required for the execution and delivery by Grantor of this Amendment, or the performance of this Amendment. 

17. Ratification and Confirmation. It is expressly agreed that the execution of this Amendment shall not alter or otherwise
affect the terms, provisions and conditions of the Original Deed of Trust EXCEPT as expressly set out above. Grantor hereby RATIFIES, CONFIRMS AND AGREES that (a) the Original Deed of Trust, as amended hereby, shall continue to be in
full force and effect to the same extent as provided therein, and (b) the “Secured Obligations” as defined in the Credit Agreement, including without limitation the Notes as defined in the Credit Agreement, are secured by the Original
Deed of Trust, as amended hereby. 
 18. Limitation on Agreements. The modifications set forth herein are limited precisely as
written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Deed of Trust, or (b) to prejudice any right or rights which Beneficiary now has or may have in the
future under or in connection with the Original Deed of Trust, as amended hereby, or any of the other documents referred to herein or therein. 

19. Effect of Amendment; Conflicts. This Amendment shall be construed as, and is hereby made a part of, the Original Deed of
Trust, and such instruments (the Original Deed of Trust and this Amendment) shall be construed and interpreted together as a single instrument, excepting only that in the case of any inconsistency which cannot be reconciled, the terms of this
Amendment shall be controlling. 
 20. Incorporation of Certain Provisions by Reference. The provisions of Section 6.10
of the Original Deed of Trust captioned “Governing Law” are incorporated herein by reference for all purposes. 
 21.
Continued Effect of Original Deed of Trust. Nothing in this Amendment shall be construed as in any way releasing, affecting or impairing the lien created by the Original Deed of Trust against the oil and gas properties described
therein. The Original Deed of Trust shall continue to be in full force and effect against all of the oil and gas properties described therein in order to secure the payment and performance of the indebtedness and obligations secured by the Original
Deed of Trust. 
 22. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed
to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. 

23. Entirety. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE ORIGINAL DEED OF TRUST) REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

  
 FIRST AMENDMENT –
Page 5 












 24. Miscellaneous. This Amendment shall be considered as an amendment to and
ratification of the Original Deed of Trust, and the Original Deed of Trust, as herein expressly amended, is hereby ratified, approved and confirmed in every respect. All liens created, extended or renewed by the Original Deed of Trust are hereby
extended, renewed and carried forward by this instrument and incorporated herein. All references to the Original Deed of Trust in any documents heretofore or hereafter executed shall be deemed to refer to the Original Deed of Trust as amended by
this Amendment. 
 [The rest of this page is intentionally left blank; the signature pages follow.] 

  
 FIRST AMENDMENT –
Page 6 












 EXECUTED on the date(s) of the acknowledgment(s) below to be effective as of the date first
set forth above. 
  

			
	GRANTOR:
	
	 PRIMEENERGY RESOURCES CORPORATION,

f/k/a PrimeEnergy Corporation

		
	By:	 	 /s/ Beverly A. Cummings

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


  

			
	 STATE OF TEXAS
	  	 §

		  	§
	COUNTY OF ____________	  	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Resources Corporation, a Delaware corporation (f/k/a PrimeEnergy Corporation), on behalf of said corporation. 

 

	
	 
	Notary Public, State of Texas



  
 FIRST AMENDMENT –
Signature Page 












 
			
	GRANTOR (CONTINUED):
	
	PRIMEENERGY MANAGEMENT CORPORATION
		
	By:	 	 /s/ Beverly A. Cummings

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


  

			
	 STATE OF TEXAS
	  	 §

		  	§
	COUNTY OF ____________	  	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Management Corporation, a New York corporation, on behalf of said corporation. 

 

	
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 
			
	 BENEFICIARY:

	
	CITIBANK, N.A., as Administrative Agent,
	 as Beneficiary

	By:	 	 /s/ Ryan Watson

		 	Ryan Watson
		 	Senior Vice President


  

			
	 STATE OF TEXAS
	  	 §

		  	§
	COUNTY OF ____________	  	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Ryan Watson, Senior Vice
President of Citibank, N.A., a national banking association, on behalf of said banking association. 
  

	
	 
	Notary Public, State of Texas



  
 FIRST AMENDMENT –
Signature Page 












 
			
	ORIGINAL BENEFICIARY:
	
	PNC BANK, successor to BBVA USA,
	formerly known as Compass Bank, as Original Beneficiary


  

			
	By:	 	 /s/ Julia Barnhill

		 	Julia Barnhill
		 	Vice President


  

			
	 STATE OF TEXAS
	  	 §

		  	§
	COUNTY OF ____________	  	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Julia Barnhill, a Vice
President of PNC Bank, successor to BBVA USA, a national banking association, on behalf of said banking association. 
  

	
	 
	 Notary Public, State of Texas




  
 FIRST AMENDMENT –
Signature Page 












 SCHEDULE I 

A. Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement by PrimeEnergy Corporation and PrimeEnergy
Management Corporation, as Grantor to Dorothy E. Marchand, as Trustee, and Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of May 5, 2017, which has been recorded as follows: 

 

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Chambers County, Texas
	  	 Book OR, Vol. 1740, Page 689, 
Instrument No. 2017-122448
	  	06/05/2017


  
 FIFTH AMENDMENT – Page 1













 After recording, return to: 

Winstead PC 
 2728 N. Harwood St., Suite 500 

Dallas, Texas 75201 
 Attn: Bee Archaphorn 

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. 

Upton County, Texas 
 FIFTH AMENDMENT TO
AMENDED, RESTATED AND CONSOLIDATED 
 DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, 

ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT 

KNOW ALL MEN BY THESE PRESENTS: 
 THIS
FIFTH AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT (this “Amendment”) is made and entered into as of December 20, 2021, by
PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation, formerly known as PrimeEnergy Corporation (“Prime”) and PRIMEENERGY MANAGEMENT CORPORATION, a New York corporation (“PEMC,” and
Prime and PEMC herein, individually and collectively, “Grantor”), and CITIBANK, N.A., as Administrative Agent for the benefit of the Secured Parties (in such capacity and together with its successors and assigns in
such capacity, “Beneficiary”). 
 R E C I T A L S 

C. Grantor has heretofore executed and delivered those certain Deeds of Trust, Mortgages, Security Agreements, Assignments of Production, and
Financing Statements set forth in Schedule 1 attached hereto (collectively, as so amended, the “Original Deed of Trust”), covering the real property described on Exhibit A to the Original Deed of Trust and securing the
indebtedness as described therein, to DANIELLE FARNHAM (“Original Trustee”) and PNC BANK, NATIONAL ASSOCIATION, successor to BBVA USA, in its capacity as administrative agent for the Secured
Parties and original beneficiary under the Original Deed of Trust (in such capacity, the “Original Beneficiary”). 

B. The Original Deed of Trust secures, among other things, the payment of all of the indebtedness owed by Grantor under that certain Third
Amended and Restated Credit Agreement, dated as of February 15, 2017, among Borrower, Original Beneficiary as Administrative Agent and the lenders party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof,
the “Credit Agreement”; each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement), including without
limitation the “Secured Obligations” as therein defined. 

  
 FIFTH AMENDMENT – Page 2













 C. Pursuant to that certain Resignation and Appointment Agreement dated as of
December 20, 2021, the Original Beneficiary agreed to resign as administrative agent under the Credit Agreement and the other Loan Documents, and Citibank, N.A., has agreed to accept appointment as successor administrative agent thereunder (in
such capacity, the “Successor Administrative Agent” or “Administrative Agent”, as applicable). 

D. In connection with the foregoing, Beneficiary, Original Beneficiary, Borrower and Lenders have amended the Credit Agreement pursuant to the
terms of the Seventh Amendment to Third Amended and Restated Credit Agreement between the parties dated as of December 20, 2021, and the parties hereto desire to amend the Original Deed of Trust as hereafter provided. 

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor does hereby grant, bargain, sell, assign, mortgage with power of sale, transfer, and convey unto Mary C. Tucker, as trustee (in such capacity, “Trustee”), for the benefit of the Beneficiary, with
power of sale, the Mortgaged Properties (as defined in the Original Deed of Trust), to have and to hold such Mortgaged Properties unto Trustee and their respective successors and assigns, and the parties hereto agree as follows: 

25. Same Terms. All terms used herein that are defined in the Original Deed of Trust shall have the same meanings when used
herein, unless the context hereof otherwise requires or provides. 
 26. Amendments to Original Deed of Trust. 

(k) Each reference to “Compass Bank” or “BBVA USA” in the Original Deed of Trust is hereby deleted and the reference to
“Citibank, N.A.” is hereby inserted in lieu thereof. 
 (l) Each reference to “Dorothy E. Marchand” or
“Danielle Farnham” in the Original Deed of Trust is hereby deleted and the reference to “Mary C. Tucker” is hereby inserted in lieu thereof. 

(m) The address of the Beneficiary set forth in cover page of the Original Deed of Trust is hereby amended to read as “2001 Ross Ave, Ste
4300, Dallas, TX 75201.” 
 (n) The address set forth in Section 4.2 of the Original Deed of Trust is hereby amended to read in
its entirety as follows: 
 Citibank, N.A., as Administrative Agent 

2001 Ross Ave, Ste 4300 
 Dallas,
TX 75201 
 (o) The notice information for Beneficiary set forth in Section 6.9 of the Original Deed of Trust is hereby amended to read
in its entirety as follows: 
 If to Beneficiary:     Citibank, N.A., as Administrative Agent 

                        
         2001 Ross Ave, Ste 4300 

                        
         Dallas, TX 75201 
 27. Notice of Removal of Trustee and Appointment of Successor
Trustee. Effective as of the date hereof, the Beneficiary hereby removes, without cause, each of Dorothy E. Marchand and Danielle Farnham, as the Original Trustee under the Original Deed of Trust and any previously named substitute trustee,
and designates and appoints, upon the contingency and in the manner authorized by the Original Deed of Trust, Mary C. Tucker as substitute Trustee in lieu and in place and stead of the aforesaid Original Trustee or any substitute Trustee heretofore
appointed, with all the powers and authority delegated to the Original Trustee by the terms of the Original Deed of Trust, and does hereby authorize said substitute 

  
 FIFTH AMENDMENT – Page 3













 
Trustee to take any action permitted to be taken under the Original Deed of Trust by the Original Trustee or any substitute Trustee heretofore appointed, including without limitation, the sale of
any real property subject to the Original Deed of Trust for the purpose of collecting any of the Obligation pursuant to the provisions of the Original Deed of Trust and applicable law. 

28. Certain Representations. Grantor represents and warrants that, as of the date hereof: (a) Grantor has full power and
authority to execute this Amendment, and this Amendment constitutes the legal, valid and binding obligation of Grantor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other
person is required for the execution and delivery by Grantor of this Amendment, or the performance of this Amendment. 
 29.
Ratification and Confirmation. It is expressly agreed that the execution of this Amendment shall not alter or otherwise affect the terms, provisions and conditions of the Original Deed of Trust EXCEPT as expressly set out above.
Grantor hereby RATIFIES, CONFIRMS AND AGREES that (a) the Original Deed of Trust, as amended hereby, shall continue to be in full force and effect to the same extent as provided therein, and (b) the “Secured Obligations” as
defined in the Credit Agreement, including without limitation the Notes as defined in the Credit Agreement, are secured by the Original Deed of Trust, as amended hereby. 

30. Limitation on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed
(a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Deed of Trust, or (b) to prejudice any right or rights which Beneficiary now has or may have in the future under or in connection with
the Original Deed of Trust, as amended hereby, or any of the other documents referred to herein or therein. 
 31. Effect of
Amendment; Conflicts. This Amendment shall be construed as, and is hereby made a part of, the Original Deed of Trust, and such instruments (the Original Deed of Trust and this Amendment) shall be construed and interpreted together as a
single instrument, excepting only that in the case of any inconsistency which cannot be reconciled, the terms of this Amendment shall be controlling. 

32. Incorporation of Certain Provisions by Reference. The provisions of Section 6.10 of the Original Deed of Trust
captioned “Governing Law” are incorporated herein by reference for all purposes. 
 33. Continued Effect of Original Deed of
Trust. Nothing in this Amendment shall be construed as in any way releasing, affecting or impairing the lien created by the Original Deed of Trust against the oil and gas properties described therein. The Original Deed of Trust shall
continue to be in full force and effect against all of the oil and gas properties described therein in order to secure the payment and performance of the indebtedness and obligations secured by the Original Deed of Trust. 

34. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. 
 35.
Entirety. THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE ORIGINAL DEED OF TRUST) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

  
 FIFTH AMENDMENT – Page 4













 36. Miscellaneous. This Amendment shall be considered as an amendment to and
ratification of the Original Deed of Trust, and the Original Deed of Trust, as herein expressly amended, is hereby ratified, approved and confirmed in every respect. All liens created, extended or renewed by the Original Deed of Trust are hereby
extended, renewed and carried forward by this instrument and incorporated herein. All references to the Original Deed of Trust in any documents heretofore or hereafter executed shall be deemed to refer to the Original Deed of Trust as amended by
this Amendment. 
 [The rest of this page is intentionally left blank; the signature pages follow.] 

  
 FIFTH AMENDMENT – Page 5













 EXECUTED on the date(s) of the acknowledgment(s) below to be effective as of the date first
set forth above. 
  

			
	GRANTOR:
	
	 PRIMEENERGY RESOURCES CORPORATION,

f/k/a PrimeEnergy Corporation

		
	By:	 	 /s/ Beverly A. Cummings

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


  

			
	STATE OF TEXAS	 	§
		 	§
	COUNTY OF ___________	 	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Resources Corporation, a Delaware corporation (f/k/a PrimeEnergy Corporation), on behalf of said corporation. 

 

	
	 
	 Notary Public, State of Texas




  
 FIFTH AMENDMENT –
Signature Page 












 
			
	GRANTOR (CONTINUED):
	
	PRIMEENERGY MANAGEMENT CORPORATION
		
	By:	 	 /s/ Beverly A. Cummings

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


  

			
	 STATE OF TEXAS
	 	 §

		 	§
	COUNTY OF ____________	 	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Beverly A. Cummings,
Executive Vice President, Treasurer & Chief Financial Officer of PrimeEnergy Management Corporation, a New York corporation, on behalf of said corporation. 

 

	
	 
	 Notary Public, State of Texas




  
 FIFTH AMENDMENT –
Signature Page 












 
			
	BENEFICIARY:
	
	CITIBANK, N.A., as Administrative Agent, as Beneficiary
		
	 By:
	 	 /s/ Ryan Watson

		 	 Ryan Watson

		 	 Senior Vice President



  

			
	 STATE OF TEXAS
	 	 §

		 	§
	COUNTY OF ____________	 	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Ryan Watson, Senior Vice
President of Citibank, N.A., a national banking association, on behalf of said banking association. 
  

	
	 
	 Notary Public, State of Texas




  
 FIFTH AMENDMENT –
Signature Page 












 
			
	 ORIGINAL BENEFICIARY:

	
	 PNC BANK, successor to BBVA USA,

as Original Beneficiary

		
	 By:
	 	 /s/ Julia Barnhill

		 	 Julia Barnhill

		 	 Vice President



  

			
	STATE OF TEXAS	 	§
		 	§
	COUNTY OF ____________	 	§

 This instrument was acknowledged before me on the ____ day of December, 2021, by Julia Barnhill, a Vice
President of PNC Bank, successor to BBVA USA, a national banking association, on behalf of said banking association. 
  

	
	 
	 Notary Public, State of Texas




  
 FIFTH AMENDMENT –
Signature Page 












 SCHEDULE I 

A. Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement by
PrimeEnergy Corporation and PrimeEnergy Management Corporation, as Grantor to Dorothy E. Marchand, as Trustee, and Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of May 5, 2017, which has been
recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Upton County, Texas
	  	 Vol. 998, Page 750,
 Document
No. 00171014
	  	06/05/2017

 B. First Amendment to Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement,
Assignment of Production and Financing Statement to Dorothy E. Marchand, as Trustee, and Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of March 1, 2019 (the “First Amendment”),
which has been recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Upton County, Texas
	  	 Vol. 1060, Page 740,
 Document
No. 00178241
	  	04/04/2019

 C. Second Amendment to Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement,
Assignment of Production and Financing Statement to Dorothy E. Marchand, as Trustee, and BBVA USA f/k/a Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of July 18, 2019 (the “Second
Amendment”), which has been recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Upton County, Texas
	  	Vol. 1078, Page 661, 
Document No. 00179990	  	08/23/2019

 D. Third Amendment to Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement,
Assignment of Production and Financing Statement to Danielle Farnham, as Trustee, and BBVA USA f/k/a Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of January 28, 2020 (the “Third
Amendment”), which has been recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Upton County, Texas
	  	Vol. 1095, Page 333, 
Document No. 00182049	  	02/21/2020


  
 Schedule I –
Page 1 












 E. Fourth Amendment to Amended, Restated and Consolidated Deed of Trust, Mortgage, Security
Agreement, Assignment of Production and Financing Statement to Danielle Farnham, as Trustee, and BBVA USA f/k/a Compass Bank, as Administrative Agent for the benefit of the Secured Parties, dated as of July 17, 2020 (the “Fourth
Amendment”), which has been recorded as follows: 
  

					
	 Location
	  	 Recording Information
	  	 Date Recorded

	 Upton County, Texas
	  	Vol. 1109, Page 651, 
Document No. 00183466	  	08/18/2020


  
 Schedule I –
Page 2