THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of December 27, 2018, among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation f/k/a PrimeEnergy Corporation (the Borrower), the financial institutions executing this Amendment as Lenders, and 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 and (ii) that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of July 17, 2018 (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. This Amendment shall have been duly executed and delivered by each of the parties hereto;
(b) Beneficial Ownership Certification. To the extent that the Borrower qualifies as a legal entity customer under the Beneficial Ownership Regulation, the Administrative Agent shall have received a Beneficial Ownership Certification in relation to the Borrower in form and substance reasonably acceptable to Administrative Agent;
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 1