FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2024, among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), each Guarantor party hereto, the Existing Lenders

Exhibit 10.22.6.4

FOURTH AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2024 (the “Fourth Amendment Effective Date”), is among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), each Guarantor party hereto and the Lenders.

RECITALS

A.         The Borrower, the Lenders and the Administrative Agent are parties to a Fourth Amended and Restated Credit Agreement dated as of July 5, 2022 (as the same has been or may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).

B.         The Borrower has requested, and the Administrative Agent and the Lenders have agreed, subject to the terms hereof, to certain amendments or modifications to the terms of the Credit Agreement as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

Section 1.             Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 2.             Amendments to Credit Agreement.

(a)          The following definition is hereby added to Section 1.02 of the Credit Agreement, in proper alphabetical order, to read in its entirety as follows:

“Fourth Amendment Effective Date” means December 20, 2024.

(b)          The following definition in Section 1.02 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Maturity Date” means December 20, 2028.

(c)          Section 8.20 of the Credit Agreement is hereby amended to read in its entirety as follows:

Section 8.20         Swap Agreements. Within 30 days after the Initial Swap Testing Date, and thereafter, as of the last day of any fiscal quarter:

(a)         if (i) the Leverage Ratio as of such date is less than or equal to 2.0 to 1.0, and (ii) the Borrowing Base Utilization Percentage on such date is less than 25%, then the Borrower shall not be required to enter into any Swap Agreements as of such date pursuant to this Section;

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(b)         if (i) the Leverage Ratio as of such date is less than or equal to 2.0 to 1.0, and (ii) the Borrowing Base Utilization Percentage on such date is greater than or equal to 25% but less than 50%, then on or before the date that the compliance certificate is required to be delivered with respect to such fiscal quarter pursuant to Section 8.01(c) (the “Measurement Date”), the Borrower shall, or shall cause a Subsidiary to, enter into and maintain Swap Agreements (which may include puts) to hedge notional volumes covering, for each month through the 12-month period following such Measurement Date, not less than 50% of the reasonably projected production of oil and gas, calculated separately, from proved, developed, producing reserves of the Borrower and its Subsidiaries as set forth in the most recently delivered Reserve Report; or

(c)         if either (i) the Leverage Ratio as of such date is greater than 2.0 to 1.0, or (ii) the Borrowing Base Utilization Percentage on such date is greater than 50%, then the Borrower shall, or shall cause a Subsidiary to, enter into and maintain Swap Agreements (which may include puts) to hedge notional volumes covering, for each month through the 24-month period following such Measurement Date, not less than 50% of the reasonably projected production of oil and gas, calculated separately, from proved, developed, producing reserves of the Borrower and its Subsidiaries as set forth in the most recently delivered Reserve Report.

Section 3.          Effectiveness. Upon the satisfaction of the following conditions precedent, this Amendment shall become effective as of the Fourth Amendment Effective Date:

(a)         the Administrative Agent shall have received counterparts to this Amendment duly executed by a duly authorized officer of the Borrower, each Guarantor and all Lenders;

(b)         the Administrative Agent shall have received from the Borrower payment of any fees due and payable as set forth in any Fee Letter;

(c)        the Administrative Agent shall have received reimbursement for all of its costs and expenses incurred by it prior to or in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the fees, charges and disbursements of counsel to the Administrative Agent; and

(d)         Administrative Agent shall have received such other certificates, documents, consents or opinions as the Administrative Agent may reasonably require.

Section 4.            Borrowing Base.

(a)        The parties hereto agree that (i) this Amendment shall serve as (A) the Proposed Borrowing Base Notice pursuant to the requirements of Section 2.07(c)(ii) of the Credit Agreement and (B) the New Borrowing Base Notice pursuant to the requirements of Section 2.07(d) of the Credit Agreement, and (ii) the adjustment to the Borrowing Base set forth herein constitutes the Scheduled Redetermination to occur on or about December 1, 2024 pursuant to Section 2.07(b) of the Credit Agreement.

(b)       Effective as of the Fourth Amendment Effective Date, the Borrowing Base is hereby reaffirmed at $115,000,000. The Borrowing Base as reaffirmed hereby will remain in effect until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the date the Borrowing Base is next adjusted in accordance with the Credit Agreement.

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Section 5.            Limited Consent and Waiver.

(a)       PEMC Dissolution. PrimeEnergy Management Corporation (“PEMC”) has transferred (expressly subject to the Mortgages and the Liens thereunder) ownership of all of its Oil and Gas Properties and certain other assets (the “Subject Assets”) to the Borrower pursuant to the terms of Section 9.10(g) of the Credit Agreement (the “Subject Transfer”) in anticipation that the Borrower may dissolve PEMC (the “PEMC Dissolution”). In connection therewith, the Borrower shall promptly deliver to the Administrative Agent upon request any executed amendments to any Loan Documents and any additional information required or requested by the Administrative Agent in connection with such Subject Assets, the Subject Transfer and or the PEMC Dissolution.

(b)         EOWSC Sale. Pursuant to a Corporate Stock Purchase Agreement dated as of September 1, 2024 (the “EOWSC PSA”) by and among Delta Oil & Gas Services Inc. and the Borrower, the Borrower has sold all of its Equity Interests in Eastern Oil Well Services Company (“EOWSC”, and such transaction, collectively the “EOWSC Sale”). In connection therewith, the Borrower shall promptly deliver to the Administrative Agent upon request any additional information required or requested by the Administrative Agent in connection with such EOWSC Sale.

(c)        Limited Consent and Waiver. Notwithstanding the provisions of Sections 9.09 or 9.10 of the Credit Agreement or anything else to the contrary in the Loan Documents, the Lenders hereby consent to the PEMC Dissolution and the EOWSC Sale and waive any non-compliance with the Credit Agreement or Loan Documents that may result or have resulted therefrom (collectively, the “Limited Consent and Waiver”). The Administrative Agent may provide any release documentation or related documentation that it deems necessary that may be reasonably requested by the Borrower with respect to the PEMC Dissolution or the EOWSC Sale, which in each case, shall be solely at the Borrower’s expense, including any filings to be made in connection therewith. As such, from and after the Fourth Amendment Effective Date, PEMC will no longer be a loan party and EOWSC will no longer be a Loan Party.

(d)        Except as otherwise expressly stated herein including the Limited Consent and Waiver, nothing contained herein shall be construed as a consent to or waiver of any breach or failure to comply with the Credit Agreement or any Default or Event of Default, which may now exist or hereafter occur or any violation of any term, covenant or provision of the Credit Agreement or any other Loan Document. All rights and remedies of the Administrative Agent and the Lenders are hereby expressly reserved with respect to any such breach, Default or Event of Default. Nothing contained herein shall affect or diminish the right of the Administrative Agent or the Lenders to require strict performance by each Loan Party of each provision of any Loan Document to which such Person is a party, except as expressly provided herein. All terms and provisions of the Loan Documents and all rights and remedies of the Administrative Agent and the Lenders under the Loan Documents shall continue in full force and effect and are hereby confirmed and ratified in all respects. The Limited Consent and Waiver granted in this Section 5 shall be effective only in this specific instance and for the specific purpose for which it is given, and this Limited Consent and Waiver shall not entitle the Borrower or Guarantors to any other or further waiver or consent in any similar or other circumstances.

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Section 6.         Post-Closing Obligations. Within 45 days after the Fourth Amendment Effective Date (or such later date to which Administrative Agent may agree in writing), the Borrower shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent:

(a)        Mortgages or Mortgage amendments, in each case, executed by the applicable Loan Parties covering Oil and Gas Properties of such Loan Parties such that after giving effect to such Mortgages or Mortgage Amendments, the Mortgaged Properties represent at least 90% of the Borrowing Base Value of the Oil and Gas Properties evaluated in the most recently delivered Reserve Report; and

(b)     Title information in form and substance acceptable to the Administrative Agent covering enough of the Borrowing Base Properties such that in the aggregate the Administrative Agent shall have had the opportunity to review satisfactory title information on Hydrocarbon Interests constituting at least 85% of the total value of the Borrowing Base Oil and Gas Properties evaluated by the most recently delivered Reserve Report.

Section 7.        Representations and Warranties. Before and after giving effect to this Amendment, the Borrower hereby confirms that (a) the representations and warranties of Borrower and each other Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and (b) no Default or Event of Default shall have occurred and be continuing. The execution, delivery, and performance by each of Borrower and the Guarantors of this Amendment and compliance with the terms and provisions hereof have been duly authorized by all requisite action on the part of such Person and do not violate any contractual or other obligation by which such Person is bound.

Section 8.          Acknowledgment and Ratification. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, each Loan Party acknowledges and agrees that (a) the execution, delivery, and performance of this Amendment shall, except as expressly provided herein, in no way release, diminish, impair, reduce, or otherwise affect the obligations of such Person under the Loan Documents to which such Person is a party, (b) each Loan Document to which such Person is a party shall remain in full force and effect and shall each continue to be the legal, valid and binding obligations of such Person enforceable against such Person in accordance with its terms, and (c) it has no claims or offsets against, or defenses or counterclaims to, any of the Loan Documents. To induce the Administrative Agent and Lenders to agree to the terms of this Agreement, each Loan Party represents and warrants that as of the Fourth Amendment Effective Date, there are no claims or offsets or defenses or counterclaims to such Person’s obligations under the Loan Documents, and in accordance therewith each such Person: (i) waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Fourth Amendment Effective Date; and (ii) releases and discharges the Administrative Agent and each Lender and its respective officers, directors, employees, agents, shareholders, affiliates and attorneys (the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which such Person ever had, now has or claims to have or may have against any Released Party arising prior to the Fourth Amendment Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except those resulting from the gross negligence or willful misconduct of the Released Party.

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Section 9.          Effect of Amendment. Without limiting the generality of the foregoing, the consent, waiver and modifications set forth herein shall be limited precisely as set forth above, and nothing in this Amendment shall be deemed (i) to constitute a waiver of compliance or consent to noncompliance by any of the Loan Parties to, or an amendment of, any other term, provision, condition or covenant of the Credit Agreement or other Loan Documents, other than as specifically set forth herein; or (ii) to prejudice any right or remedy that the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected hereby. This Amendment shall constitute a Loan Document for all purposes.

Section 10.       Confirmation of Security and Guaranty. Each Loan Party hereby confirms and agrees that all of the Security Instruments that presently secure the Secured Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Secured Obligations as described in the Credit Agreement as modified by this Amendment. Each Loan Party further confirms and agrees that the Guaranty Agreement that presently guarantees the Secured Obligations shall continue to guarantee, in the same manner and to the same extent provided therein, the payment and performance of the Secured Obligations as described in the Credit Agreement as modified by this Amendment.

Section 11.       Incorporation of Certain Provisions by Reference. The provisions of Section 12.09 of the Credit Agreement captioned “GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS” are incorporated herein by reference for all purposes.

Section 12.        Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

Section 13.         Entirety. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

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