other electronic imaging means (e.g. "pdf" or "tif") shall be
effective as delivery of a manually executed counterpart of this Agreement.
7.16
INDEMNITY. EACH DEBTOR HEREBY AGREES TO INDEMNIFY ADMINISTRATIVE AGENT,
EACH OTHER SECURED PARTY AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, AGENTS,
ATTORNEYS, AND EMPLOYEES (EACH OF THE FOREGOING PERSONS, AN "INDEMNITEE"), FROM
AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, PENALTIES, SUITS, COSTS, AND
EXPENSES OF ANY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE
EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT ANY INDEMNITEE IS
A PARTY THERETO) IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, IN
ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR THE MANUFACTURE,
PURCHASE, ACCEPTANCE, REJECTION, OWNERSHIP, DELIVERY, LEASE, POSSESSION, USE,
OPERATION, CONDITION, SALE, RETURN OR OTHER DISPOSITION OF ANY COLLATERAL
(INCLUDING, WITHOUT LIMITATION, LATENT AND OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE BY ADMINISTRATIVE AGENT OR SUCH DEBTOR, AND ANY CLAIM FOR
INTELLECTUAL PROPERTY INFRINGEMENT).
7.17
Amendment and Restatement. This Agreement is a consolidated amendment
and restatement of each of the Existing Security Agreements and supersedes each
of the Existing Security Agreements in its entirety; provided, however, that
(a) the execution and delivery of this Agreement shall not effect a novation of
any of the Existing Security Agreements but shall be, to the fullest extent
applicable, in modification, renewal, confirmation and extension of each
Existing Security Agreement, and (b) the Liens, security interests and other
interests in the collateral as described in each of the Existing Security
Agreements (the "Original Collateral") granted under each of the Existing
Security Agreements are and shall remain legal, valid, binding and enforceable
with regard to such Original Collateral. Each Debtor party to any Existing
Security Agreement hereby acknowledges and confirms the continuing existence and
effectiveness of such Liens, security interests and other interests in the
Original Collateral granted under the Existing Security Agreements, and further
agrees that the execution and delivery of this Agreement and the other Loan
Documents shall not in any way release, diminish, impair, reduce or otherwise
affect such Liens, security interests and other interests in the Original
Collateral granted under the Existing Security Agreements.
AMENDED, RESTATED AND CONSOLIDATED PLEDGE AND SECURITY AGREEMENT - Page 25
7.18
ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
[Remainder of page intentionally left blank; signature pages follow.]
AMENDED, RESTATED AND CONSOLIDATED PLEDGE AND SECURITY AGREEMENT - Page 26
IN WITNESS WHEREOF, Debtors and Administrative Agent have executed this
Agreement as of the date first above written.
DEBTORS: PRIMEENERGY CORPORATION By:
/s/ Beverly A. Cummings
Name:
Beverly A. Cummings
Title:
Executive Vice President, Treasurer &
Chief Financial Officer PRIMEENERGY MANAGEMENT CORPORATION By:
/s/ Beverly A. Cummings
Name:
Beverly A. Cummings
Title:
Executive Vice President, Treasurer &
Chief Financial Officer PRIME OPERATING COMPANY By:
/s/ Beverly A. Cummings
Name:
Beverly A.