Amended And Restated Security Agreement (membership Pledge)

EXHIBIT 10.23.3 AMENDED AND RESTATED SECURITY AGREEMENT
(Membership Pledge) BY PRIMEENERGY CORPORATION IN FAVOR OF GUARANTY BANK, FSB, as Agent December 28, 2006 CREDIT FACILITY TO PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT CORPORATION
PRIME OPERATING COMPANY
EASTERN OIL WELL SERVICE COMPANY
SOUTHWEST OILFIELD CONSTRUCTION COMPANY
EOWS MIDLAND COMPANY


TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 1.1 Terms Defined Above 1 1.2 Terms Defined in Credit Agreement 1 1.3 Additional Defined Terms 2 1.4 Undefined Financial Accounting Terms 2 1.5 Terms Defined in Texas Business and Commerce Code 2 1.6 References 2 1.7 Articles and Sections 2 1.8 Number and Gender 2 ARTICLE 2 SECURITY INTEREST 3 2.1 Grant of Security Interest in Collateral 3 2.2 Delivery of Collateral 3 2.3 Power of Attorney 3 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 4 3.1 Status of Collateral 4 3.2 No Material Misstatements 4 3.3 Ownership and Liens 4 ARTICLE 4 COVENANTS AND AGREEMENTS 5 4.1 Payment of Assessments and Charges 5 4.2 Delivery of Collateral 5 4.3 Further Assurances 5 4.4 Prohibited Liens and Filings 5 ARTICLE 5 RIGHTS AND REMEDIES 5 5.1 Remedies Upon Default 5 5.2 Voting Rights, Dividends, Etc. Prior to Default 6 5.3 Voting Rights, Dividends, Etc. After Default 7 5.4 Proceeds 7 5.5 Agent Duties 8 5.6 The Agent' s Actions 8 ARTICLE 6 MISCELLANEOUS 8 6.1 Transfer of Obligations and Collateral 8 6.2 Cumulative Security 9 6.3 Continuing Agreement 9 6.4 Cumulative Rights 9 6.5 Exercise of Rights 9 6.6 Remedy and Waiver 9 6.7 Non-Judicial Remedies 9 6.8 Preservation of Liability 10

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Page 6.9 Notices and Other Communications 10 6.10 Parties in Interest 10 6.11 Amendment and Waiver 10 6.12 Invalidity 10 6.13 Governing Law 11 6.14 Jurisdiction and Venue 11 6.15 Waiver of Rights to Jury Trial 11 6.16 Entire Agreement 11 6.17 Counterparts 11

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AMENDED AND RESTATED SECURITY AGREEMENT
(MEMBERSHIP PLEDGE) THIS AMENDED AND RESTATED SECURITY AGREEMENT (Membership Pledge) (this " Security Agreement" ) dated as of December 28, 2006, is entered into by and between PRIMEENERGY CORPORATION, a Delaware corporation (the " Pledgor" ), and GUARANTY BANK, FSB, a federal savings bank as agent for the benefit of the Lenders (the " Agent" ). W I T N E S S E T H : WHEREAS, pursuant to the terms and conditions of the Credit Agreement dated December 19, 2002, executed in connection with a revolving loan extended to PRIMEENERGY CORPORATION, et al., by Agent and the Lenders, as amended by First Amendment dated June 1, 2003 and Second Amendment dated September 22, 2003, as amended by Third Amendment to Credit Agreement dated effective as of February 17, 2004, as amended by Fourth Amendment to Credit Agreement dated December 28, 2004, as amended by Fifth Amendment to Credit Agreement dated March 18, 2005, and as amended by Letter Amendments to Credit Agreement dated August 4, 2005, December 16, 2005 and May 12, 2006, as amended by Amended and Restated Credit Agreement dated December 28, 2006, as such agreement may be amended, restated, or supplemented from time to time (the " Credit Agreement" ), the Agent and the Lenders have agreed to extend credit to or for the benefit of the Pledgor; WHEREAS, the Pledgor is the owner of the shares of issued and outstanding membership interest described in Schedule I hereof (the " Securities" ); and WHEREAS, the Pledgor and Agent entered into a Security Agreement (Membership Pledge) dated as of June 6, 2006, and the parties hereto desire to amend and restate such Security Agreement (Membership Pledge); WHEREAS, pursuant to the terms of the Credit Agreement, and as an inducement to the Agent and the Lenders to extend credit to or for the benefit of the Pledgor pursuant to the Credit Agreement the Pledgor has agreed to execute this Security Agreement in favor of the Agent for the benefit of the Lenders; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1
DEFINITIONS AND INTERPRETATION 1.1 Terms Defined Above. As used in this Security Agreement, the terms " Agent ," " Credit Agreement ," " Pledgor ," " Security Agreement ," and " Securities" will have the meanings indicated above. 1.2 Terms Defined in Credit Agreement . Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement.


1.3 Additional Defined Terms . As used in this Security Agreement, the following terms will have the meanings indicated: (a) " Collateral" will mean the Securities and all certificates or agreements representing or granting rights in the Securities; all dividends, cash, instruments and other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Securities, including, without limitation, all additional shares of stock of the entities listed on Schedule I from time to time acquired by the Pledgor by way of stock dividend or stock split; the certificates representing such additional shares; all dividends, cash, instruments or other Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares; and all proceeds of any of the foregoing in this definition. (b) " Event of Default" shall mean any Event of Default, as defined in the Credit Agreement, or the failure of the Pledgor to comply with Regulations G, T, U or X of the Board of Governors of the Federal Reserve System, as amended. 1.4 Undefined Financial Accounting Terms . Undefined financial accounting terms used in this Security Agreement shall have the meanings assigned to such terms according to GAAP. 1.5 Terms Defined in Texas Business and Commerce Code . Any term used herein that is defined in the Texas Business and Commerce Code shall have the meaning assigned to such term therein, unless the context otherwise requires or such term is otherwise defined herein. 1.6 References . The words " hereby," " herein," " hereinabove," " hereinafter," " hereinbelow," " hereof," " hereunder," and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular Article, Section, or provision of this Security Agreement. References in this Security Agreement to Article or Section numbers are to such Articles or Sections of this Security Agreement unless otherwise specified. 1.7 Articles and Sections . This Security Agreement, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections. 1.8 Number and Gender . Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated.

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ARTICLE 2
SECURITY INTEREST 2.1 Grant of Security Interest in Collateral . The Pledgor, for value received, the receipt and sufficiency of which are hereby acknowledged, and to induce the Agent to extend credit to or for the benefit of the Pledgor, hereby pledges to the Agent, and its successors and assigns, and hereby grants to the Agent, and its successors and assigns, a first lien on and a security interest in the membership interest described on Schedule I (" Collateral" ) to secure the Obligations. 2.2 Delivery of Collateral . All certificates or instruments representing or evidencing the Securities shall be delivered to and held by the Agent for the sole purpose of possession of the Collateral or any portion thereof pursuant to this Security Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Agent. The Agent shall at all times have actual possession of the Securities and shall be deemed to have possession of any of the Collateral in transit to it or set apart for it. 2.3 Power of Attorney . The Pledgor hereby irrevocably constitutes and appoints the Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, from time to time in the discretion of the Agent, for the purpose of carrying out the terms of this Security Agreement, and without notice to the Pledgor, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement, including, without limitation, the following: (a) to transfer to or register any or all of the Collateral in the name of the Agent or any of its nominees; (b) to exchange the certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations; (c) upon the occurrence and during the continuance of any Event of Default, (i) to receive payment of and receipt for any and all moneys, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral, (ii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (iii) to defend any suit, action or proceeding brought against the Pledgor with respect to any Collateral, (iv) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Agent may deem appropriate, and (v) to complete any blanks contained in any instruments of transfer or assignment appended to or delivered with the certificates representing the Securities; and (d) to exchange any of the Collateral for other Property upon reorganization, recapitalization or other readjustment of any of the issuers of the Securities and in

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connection therewith to deposit any of the Collateral with any committee or depository upon such terms as the Agent may determine; and, subsequent to any Event of Default, to exercise, at the option of the Agent, voting rights as to any of the Collateral;all without notice and without liability except to account for Property actually received by the Agent. The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done within the scope of the power of attorney granted hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable so long as any Obligation remains outstanding or any Commitment exists. The powers conferred on the Agent hereunder are solely to protect the interests of the Agent in the Collateral and shall not impose any duty upon it to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives a ...