FOURTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of May [__], 2020, among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the Borrower), the financial institutions executing this Amendment as Lenders, and BBVA USA (f/k/a COMPASS BANK), as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as Issuing Bank.
R E C I T A L S
A. The Borrower, the Lenders party thereto and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of February 15, 2017, and as amended by (i) that certain First Amendment to Third Amended and Restated Credit Agreement dated as of December 22, 2017, (ii) that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of July 17, 2018, and (iii) that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of January 8, 2019 (collectively, the Original Credit Agreement).
B. The parties desire to amend the Original Credit Agreement as hereafter provided.
NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Same Terms. All terms used herein that are defined in the Credit Agreement (as hereinafter defined) shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, from and after the Effective Date (as hereinafter defined), (a) all references in the Original Credit Agreement and, where appropriate in the context, in the other Loan Documents to the Credit Agreement shall be deemed to be references to the Original Credit Agreement, as amended by this Amendment and as the same may hereafter be amended or otherwise modified from time to time, and (b) all references in the Loan Documents to the Loan Documents shall mean the Loan Documents, as amended by the Modification Papers and as the same may hereafter be amended or otherwise modified from time to time. In addition, the following terms have the meanings set forth below:
Credit Agreement means the Original Credit Agreement, as amended by this Amendment.
Effective Date means the date on which the conditions specified in Section 2 below are satisfied (or waived in writing by the Administrative Agent).
Modification Papers means this Amendment, and all of the other documents and agreements executed in connection with the transactions contemplated by this Amendment.
2. Conditions Precedent. The obligations and agreements of the Lenders as set forth in this Amendment are subject to the satisfaction, unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Amendment shall be deemed to be effective as of the Effective Date):
(a) Amendment. Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, each Loan Party, and Lenders constituting Majority Lenders; and
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