Exhibit
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
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 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
OCTOBER 9, 2007
REVOLVING LINE OF CREDIT OF UP TO $150,000,000
REVOLVING LINE OF CREDIT OF UP TO $10,000,000
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
1
1.01
Terms Defined Above
1
1.02
Terms Defined in Agreement
1
1.03
References
1
1.04
Articles and Sections
2
1.05
Number and Gender
2
ARTICLE II
AMENDMENTS
2
2.01
Amendment of Section 6.2
2
2.02
Amendment of Section 6.6
2
ARTICLE III
CONDITIONS
3
3.01
Receipt of Documents
3
3.02
Accuracy of Representations and Warranties
3
3.03
Matters Satisfactory to Lenders
3
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
3
ARTICLE V
RATIFICATION
4
ARTICLE VI
MISCELLANEOUS
4
6.01
Scope of Amendment
4
6.02
Agreement as Amended
4
6.03
Parties in Interest
4
6.04
Rights of Third Parties
4
6.05
ENTIRE AGREEMENT
4
6.06
GOVERNING LAW
4
6.07
JURISDICTION AND VENUE
5
- i -
SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Second
Amendment") is made and entered into effective as of October 9, 2007, by and
between PRIMEENERGY CORPORATION, a Delaware corporation ("PEC"), 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"), with each
other lender that is a signatory hereto or becomes a signatory hereto as
provided in Section 9.1, (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 hereof, the "Agent") and Letter of Credit Issuer
and BNP PARIBAS as Co-Documentation Agent and JPMORGAN CHASE BANK, N.A. as
Co-Documentation Agent.
WITNESSETH
WHEREAS, the above named parties did execute and exchange counterparts of that
certain Credit Agreement dated December 28, 2006, as amended by First Amendment
to Amended and Restated Credit Agreement dated effective as of July 17, 2007
(the "Agreement"), to which reference is here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement 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 in this Second Amendment, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.01 Terms Defined Above. As used herein, each of the terms "Agent,"
"Agreement,"