Exhibit
FIFTH AMENDMENT TO
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
GUARANTY BANK, FSB
AS AGENT AND LETTER OF CREDIT ISSUER
AND
THE LENDERS SIGNATORY HERETO
October 30, 2008
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
1
1.1
Terms Defined Above
1
1.2
Terms Defined in Agreement
1
1.3
References
1
1.4
Articles and Sections
2
1.5
Number and Gender
2
1.6
Negotiated Transaction
2
ARTICLE II
AMENDMENTS
2
2.1
Amendment of Section 1.2
2
2.2
Amendments of Section 2.9
3
2.3
Replacement of Exhibit IV
3
2.4
Amendment of Table of Contents
3
ARTICLE III
RATIFICATION AND ACKNOWLEDGMENT
3
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4
ARTICLE V
CONDITION TO EFFECTIVENESS
4
ARTICLE VI
MISCELLANEOUS
4
6.1
Parties in Interest
4
6.2
Rights of Third Parties
4
6.3
Counterparts
4
6.4
Integration
4
6.5
Invalidity
4
6.6
Governing Law
5
- i -
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is made and entered into effective as of October 30, 2008 (the "Effective
Date"), by and among PRIMEENERGY CORPORATION, a Delaware corporation,
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,
and EOWS MIDLAND COMPANY, a Texas corporation (collectively, the "Borrower"),
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 GUARANTY BANK, FSB, a
federal savings bank, as agent for the Lenders (in such capacity, together with
its successors in such capacity pursuant to the terms of the Amended and
Restated Credit Agreement referred to hereinafter, the "Agent") and letter of
credit issuer.
WITNESSETH:
WHEREAS, the above named parties did execute and exchange counterparts of that
certain Amended and Restated Credit Agreement dated December 28, 2006, as
amended to the Effective Date (as so amended, the "Agreement"), to which
reference is here made for all purposes;
WHEREAS, the Borrower, 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 Lenders
and the Agent agree as follows:
ARTICLE I
DEFINITIONS
1.1 Terms Defined Above. As used herein, each of the terms "Agent," "Agreement,"
"Amendment," "Borrower," "Effective Date," "Lender" and "Lenders" shall have the
meaning assigned to such term hereinabove.
1.2 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.
1.3 References. References in this Amendment to Schedule, Exhibit, Article, or
Section numbers shall be