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
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PAGE
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ARTICLE I
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DEFINITIONS
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1
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1.1
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Terms Defined
Above
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1
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1.2
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Terms Defined
in Agreement
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1
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1.3
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References
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2
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1.4
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Articles and
Sections
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2
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1.5
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Number and
Gender
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2
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1.6
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Negotiated
Transaction
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2
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ARTICLE II
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AMENDMENTS
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2
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2.1
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Amendment to
Section 1.2
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2
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2.2
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Amendment to
Section 5.2
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3
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2.3
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Amendment to
Section 6.1
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3
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2.4
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Amendment to
Section 6.7
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4
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2.5
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Amendment to
Section 6.8
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4
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2.6
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Amendment to
Section 6.9
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5
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ARTICLE III
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CONDITION TO
EFFECTIVENESS
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5
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ARTICLE IV
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RATIFICATION
AND ACKNOWLEDGMENTS
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5
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ARTICLE V
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REPRESENTATIONS
AND WARRANTIES
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5
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ARTICLE VI
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MISCELLANEOUS
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6
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6.1
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Parties in
Interest
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6
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6.2
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Rights of Third
Parties
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6
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6.3
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Counterparts
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6
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6.4
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Integration
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6
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6.5
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Invalidity
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6
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6.6
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Governing
Law
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6
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6.7
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Scope of
Amendment
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6
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- 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