0001193125-09-175301 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • August 14th, 2009 • Primeenergy Corp • Crude petroleum & natural gas • Texas

This PLEDGE AGREEMENT (this “Agreement”), is made effective June 30, 2009, by and between PRIME OFFSHORE L.L.C., a Delaware limited liability company (“Pledgor”) and GUARANTY BANK, FSB, a federal savings bank, as Agent for the lenders party to that certain Amended and Restated Credit Agreement dated effective March 31, 2008, as amended on the effective date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Pledgor, such lenders (the “Lenders”) and Guaranty Bank, FSB, as administrative agent for the Lenders (in such capacity, “Secured Party”).

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LOAN MODIFICATION
Loan Modification • August 14th, 2009 • Primeenergy Corp • Crude petroleum & natural gas

This Loan Modification is executed to be effective on the 30 th day of June, 2009 (the “Effective Date”) by and among ARTIC MANAGEMENT CORPORATION, a corporation incorporated under the laws of Panama (“Artic”), the address for which, for purposes hereof, is Attn: Matthias Eckenstein, Solothurnerstrasse 94, CH-4008, Basel, Switzerland, Prime Offshore L.L.C., a Delaware limited liability company (the “Borrower”) and PrimeEnergy Corporation, a Delaware corporation.

CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AMONG PRIME OFFSHORE L.L.C. GUARANTY BANK, FSB, as Agent AND THE LENDERS PARTY HERETO Effective June 30, 2009
Credit Agreement • August 14th, 2009 • Primeenergy Corp • Crude petroleum & natural gas • Texas

This CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into effective the 30th day of June, 2009 (the “Effective Date”), by and among PRIME OFFSHORE L.L.C., a Delaware limited liability company (the “Borrower”), the lenders party to the Amended and Restated Credit Agreement referred to below (collectively, the “Lenders”) and GUARANTY BANK, FSB, a federal savings bank, as administrative agent for the Lenders pursuant to such Amended and Restated Credit Agreement (in such capacity, the “Agent”).

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...
Credit Agreement • August 14th, 2009 • Primeenergy Corp • Crude petroleum & natural gas • Texas

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

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