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Exhibit 10.22.5.9.2

 

 

SECOND AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT

AMONG

PRIMEENERGY CORPORATION

THE GUARANTORS PARTY HERETO

COMPASS BANK

AS ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUER

AND COLLATERAL AGENT

AND

THE LENDERS SIGNATORY HERETO

Effective

June 22, 2011

 

 


TABLE OF CONTENTS

 

 

 

 

  

PAGE

 

ARTICLE I

 

DEFINITIONS

  

 

1

  

1.1

 

Terms Defined Above

  

 

1

  

1.2

 

Terms Defined in Agreement

  

 

1

  

1.3

 

References

  

 

2

  

1.4

 

Articles and Sections

  

 

2

  

1.5

 

Number and Gender

  

 

2

  

1.6

 

Negotiated Transaction

  

 

2

  

ARTICLE II

 

AMENDMENTS

  

 

2

  

2.1

 

Amendment to Section 1.2

  

 

2

  

2.2

 

Amendment to Section 5.2

  

 

3

  

2.3

 

Amendment to Section 6.1

  

 

3

  

2.4

 

Amendment to Section 6.7

  

 

4

  

2.5

 

Amendment to Section 6.8

  

 

4

  

2.6

 

Amendment to Section 6.9

  

 

5

  

ARTICLE III

 

CONDITION TO EFFECTIVENESS

  

 

5

  

ARTICLE IV

 

RATIFICATION AND ACKNOWLEDGMENTS

  

 

5

  

ARTICLE V

 

REPRESENTATIONS AND WARRANTIES

  

 

5

  

ARTICLE VI

 

MISCELLANEOUS

  

 

6

  

6.1

 

Parties in Interest

  

 

6

  

6.2

 

Rights of Third Parties

  

 

6

  

6.3

 

Counterparts

  

 

6

  

6.4

 

Integration

  

 

6

  

6.5

 

Invalidity

  

 

6

  

6.6

 

Governing Law

  

 

6

  

6.7

 

Scope of Amendment

  

 

6

  

 

- i -


SECOND AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is made and entered into effective as of June 22, 2011 (the “ Effective Date ”), by and among PRIMEENERGY CORPORATION, a Delaware corporation (the “ Borrower ”), 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, E O W S MIDLAND COMPANY, a Texas corporation, 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 COMPASS BANK, an Alabama banking association and successor in interest to Guaranty Bank, FSB, a federal savings bank, as agent for the Lenders, letter of credit issuer and collateral agent for the Lenders and any other Lender Hedge Counterparties (in such capacities, together with its successors in such capacity pursuant to the terms of the Second Amended and Restated Credit Agreement referred to hereinafter, the “ Agent ”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Initial Guarantors (as such term is defined in such Second Amended and Restated Credit Agreement), the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated effective July 30, 2010, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated effective September 30, 3010 (as so amended, the “ Agreement ”), to which reference is here made for all purposes;

WHEREAS, the Borrower, the Initial Guarantors, 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 Initial Guarantors, the Lenders and the Agent agree as follows:

ARTICLE I

DEFINITIONS

1.1 Terms Defined Above . As used in this Second Amendment to Second Amended and Restated Credit Agreement, 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 to Schedules, Exhibits, Articles, or Sections of this Amendment, unless expressly stated to the contrary. References in this Amendment to “hereby,” “herein,” “hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of similar import shall be to this Amendment in its entirety and not only to the particular Schedule, Exhibit, Article, or Section in which such reference appears. Specific enumeration herein shall not exclude the general and, in such regard, the terms “includes” and “including” used herein shall mean “includes, without limitation,” or “including, without limitation,” as the case may be, where appropriate. Except as otherwise indicated, references in this Amendment to statutes, sections, or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing the statute, section, or regulation referred to. References in this Amendment to “writing” include printing, typing, lithography, facsimile reproduction, and other means of reproducing words in a tangible visible form. References in this Amendment to amendments and other


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