June 2, 2009
June 2,
2009
Xxxxx X.
Xxxxxxxxx
Executive
Vice President & Chief Financial Officer
XxXxxxxx
Red Man Corporation
000
Xxxxxxxxx Xxxxx
Charleston,
WV 25311
RE: Costs Incurred Re: Sale of
McJunkin Interest
Dear
Xxxxx:
This
letter confirms the agreement between XxXxxxxx Red Man Corporation (“McJunkin”)
and PrimeEnergy Corporation (“PrimeEnergy”) that McJunkin will promptly pay, or
reimburse PrimeEnergy, for all documented and reasonable out-of-pocket costs
incurred by PrimeEnergy in connection with XxXxxxxx’x potential sale of some or
all of its shares of PrimeEnergy common stock to one or more
buyers. These costs will include, without limitation, legal costs
payable by PrimeEnergy to Skadden, Arps, Slate, Meagher, & Xxxx LLP in
connection with legal advice provided to PrimeEnergy relating to XxXxxxxx’x
potential sale, as well as external legal, accounting, and filing fees that may
be incurred by PrimeEnergy in connection with registration of the PrimeEnergy
shares of common stock currently held by McJunkin.
Please
sign a copy of this letter, acknowledging your agreement with the foregoing, and
return it to me. Please do not hesitate to contact me with any
questions. Best regards.
Sincerely,
/s/ Xxxxxxx X.
Xxxxxxxx
Xxxxxxx X.
Xxxxxxxx
Executive Vice
President, Chief Financial Officer
cc: Xxxx
Xxxxx, Xxxxxxxx Inc.
Xxxxx Xxxxxxx, Xxxxxxx Xxxxx &
Co.
Xxxxxx Xxxxxx
Agreed to
and accepted by:
XxXxxxxx
Xxxxxx Corporation
By: /s/ Xxxxx
Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Title:
Executive Vice President & Chief Financial Officer