Exhibit 10.22.5.7
SIXTH 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
Effective
June 19, 2009
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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1
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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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Amendments of
Section 1.2
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2
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2.2
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Amendment of
Section 2.12
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4
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2.3
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Addition of
Section 2.24
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4
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2.4
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Amendment to
Section 8.2
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4
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ARTICLE III
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RATIFICATION
AND ACKNOWLEDGMENT
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5
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ARTICLE IV
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REPRESENTATIONS
AND WARRANTIES
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5
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ARTICLE V
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MISCELLANEOUS
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5
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5.1
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Parties in
Interest
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5
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5.2
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Rights of Third
Parties
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5
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5.3
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Counterparts
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5
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5.4
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Integration
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6
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5.5
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Invalidity
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6
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5.6
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Governing
Law
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6
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5.7
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Amendment as
Loan Document
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6
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5.8
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Waiver
Limitation
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6
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- i -
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT
AGREEMENT
This SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “ Amendment ”)
is made and entered into effective as of June 19, 2009 (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.
W I T N E S
S E T H :
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 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 contractual instruments shall be deemed to include all
exhibits and appendices attached thereto and all subsequent
amendments and other modifications to such instruments, but only to
the extent such amendments and other modifications are not
prohibited by the terms of this Amendment. References in this
Amendment to Persons include their respective successors and
permitted assigns.
1.4 Articles and Sections .
This Amendment, for convenience only, has been divided into
Articles and Sections; and it is understood that the rights and
other legal relations of the parties hereto shall be determined
from this instrument as an entirety and without regard to the
aforesaid division into Articles and Sections and without regard to
headings prefixed to such Articles or Sections.
1.5 Number and Gender .
Whenever the context requires, reference herein made to the single
number shall be understood to include the plural; and likewise, the
plural shall be understood to include the singular. Definitions of
terms defined in the singular or plural shall be equally applicable
to the plural or singular, as the case may be, unless otherwise
indicated. Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is
appropriate; and specific enumeration shall not exclude the general
but shall be construed as cumulative.
1.6 Negotiated Transaction .
Each party to this Amendment affirms to the other that it has had
the opportunity to consult, and discuss the provisions of this
Amendment with, independent counsel and fully understands the legal
effect of each provision.
ARTICLE II
AMENDMENTS
2.1 Amendments of
Section 1.2 . Section 1.2 of the Agreement is amended
as follows:
(a) the definition of
“Adjusted LIBO Rate” appearing in Section 1.2 of
the Agreement is amended to read as follows in its
entirety:
“‘ Adjusted LIBO
Rate ’ shall mean, for any LIBO Rate Loan, an interest
rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) determined by the Agent to be the sum of the LIBO Rate for
such LIBO Rate Loan plus the Applicable Margin, but in no event
exceeding the Highest Lawful Rate or being less than five percent
(5%) per annum.”;
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(b) the definition of
“Applicable Margin” appearing in Section 1.2 of
the Agreement is a