Exhibit 4.1


 


CONSENT


 


This Consent (the “Agreement”) dated as of July 1, 2008
(the “Consent Effective Date”) is among Edge Petroleum Corporation, a
Delaware corporation (“Borrower”), the Lenders (as defined below) and
Union Bank of California, N.A., as administrative agent for such Lenders (in
such capacity, the “Administrative Agent”) and as issuing lender (in
such capacity, the “Issuing Lender”).


 


RECITALS


 


A.                                   The Borrower is
party to that certain Fourth Amended and Restated Credit Agreement dated as of January 31,
2007 among the Borrower, the financial institutions party thereto from time to
time (the “Lenders”), the Issuing Lender and the Administrative Agent,
as amended by Amendment No.1 dated July 11, 2007, by Amendment No. 2
dated December 10, 2007, and by Amendment No.3 and Agreement (“Amendment No. 3”)
dated May 8, 2008 (as so amended and as the same may be further amended,
modified or supplemented from time to time, the “Credit Agreement”;
unless otherwise defined in this Agreement, each term used in this Agreement
that is defined in the Credit Agreement has the meaning assigned to such term
in the Credit Agreement).


 


B.                                     Pursuant to
Amendment No. 3, the Credit Agreement permits the Administrative Agent and
the Lenders to redetermine the Borrowering Base and Conforming Borrowing Base
on or before June 30, 2008.


 


C.                                     Subject to the
terms and conditions of this Agreement, the Borrower, the Administrative Agent,
the Issuing Lender and the Lenders wish to consent to defer their option to
conduct the June 2008 Redetermination (as defined in Amendment No. 3)
until October 31, 2008.


 


THEREFORE, the Borrower, the Administrative Agent, the Issuing Lender
and the Lenders hereby agree as follows:


 


Section 1.  Consent to Defer Redetermination.


 


(a)                                  The
Administrative Agent and the Lenders hereby consent to defer their right to
conduct the June 2008 Redetermination until October 31, 2008 and,
subject to the terms of the following proviso, the June 2008
Redetermination shall occur on October 31, 2008; provided that, (i) when
such June 2008 Redetermination occurs, only a Borrowing Base shall be
established and such Borrowing Base shall also be the Conforming Borrowing
Base, (ii) such June 2008 Redetermination must be approved by all the
Lenders, and (iii) such consent is contingent upon the following: (A) a
merger agreement (the “Merger Agreement”) with a counterparty reasonably
satisfactory to the Administrative Agent and on terms reasonably satisfactory
to the Administrative Agent shall have been executed and delivered on or before
July 15, 2008, (B) a registration statement containing a preliminary
proxy statement/prospectus relating to the merger (“Merger”) contemplated by
the Merger Agreement shall have been filed 


 


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with the Securities and Exchange Commission and all
initial filings for any other required Governmental Approvals shall have been
made or obtained on or before August 15, 2008, and (C) the
shareholder vote approving the Merger occurs within forty (40) days following
the mailing to Borrower’s stockholders of the proxy statement/prospectus
relating to Borrower’s stockholder meeting to consider the Merger (each, a “Required
Event”).  In the event that any Required
Event does not occur by the respective required date, the Administrative Agent
and the Lenders shall promptly thereafter redetermine the Borrowing Base (it
being understood that only a single Borrowing Base shall be determined and that
such Borrowing Base shall also be the Conforming Borrowing Base).


 


(b)                                 The express consent set forth in this Section 1 is limited to the extent described
herein and shall not be construed to be a consent to or a permanent waiver of
any terms, provisions, covenants, warranties or agreements contained in the
Credit Agreement or in any of the other Loan Documents, unless expressly
provided so herein.  The Administrative
Agent and the Lenders reserve the right to exercise any rights and remedies
available to them in connection with any present or future defaults with
respect to the Credit Agreement or any other provision of any Loan Document.


 


Section 2.  Borrower Representations and Warranties.  The Borrower represents and warrants that: (a) after
giving effect to this Agreement, the representations and warranties contained
in the Credit Agreement, and the representations and warranties contained in
the other Loan Documents, are true and correct in all material respects on and
as of the Consent Effective Date as if made on as and as of such date, except
to the extent that any such representation or warranty expressly relates solely
to an earlier date, in which case such representation or warranty is true and
correct in all material respects as of such earlier date; (b) after giving
effect to this Agreement, no Default has occurred and is continuing; (c) the
execution, delivery and performance of this Agreement are within the corporate
power and authority of the Borrower and have been duly authorized by
appropriate corporate and governing action and proceedings; (d) this
Agreement constitutes the legal, valid, and binding obligation of the Borrower
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the rights of creditors generally and general principles of equity; (e) there
are no governmental or other third party consents, licenses and approvals
required in connection with the execution, delivery, performance, validity and
enforceability of this Agreement; and (f) other than Liens released in
connection with the Subject Property, the Liens under the Security Documents
are valid and subsisting and secure the Borrower’s obligations under the Loan
Documents.


 


Section 3.  Conditions to Effectiveness.  This Agreement shall become effective
on the Consent Effective Date and enforceable against the parties hereto upon
the occurrence of the following conditions precedent:


 


(a)                                  The
Administrative Agent shall have received multiple original counterparts, as
requested by the Administrative Agent, of this Agreement duly and validly
executed and delivered by duly authorized officers of the Borrower, the
Administrative Agent and the Lenders.


 


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(b)                                 After
giving effect to this Agreement, no Default shall have occurred and be
continuing as of the Consent Effective Date.


 


(c)                                  The
representations and warranties in this Agreement shall be true and correct in
all material respects.


 


(d)                                 The
Borrower shall have paid all costs and expenses which have been invoiced and
are payable pursuant to Section 9.03 of the Credit Agreement.


 


Section 4.  Acknowledgments and Agreements.


 


The
Borrower acknowledges that on the date hereof all Obligations are payable
without defense, offset, counterclaim or recoupment.


 


(a)                                  The
Lenders hereby expressly reserve all of their rights, remedies, and claims
under the Loan Documents.


 


(b)                                 Each of the Borrower, the Administrative
Agent and the Lenders does hereby adopt, ratify, and confirm the Credit
Agreement and acknowledges and agrees that the Credit Agreement is and remains
in full force and effect, and the Borrower acknowledges and agrees that its
liabilities and obligations under the Credit Agreement are not impaired in any
respect by this Agreement.


 


(c)                                  From and after the Consent Effective Date,
all references to the Credit Agreement and the Loan Documents shall mean such
Credit Agreement and such Loan Documents as modified by this Agreement.


 


(d)                                 This Agreement is a Loan Document for the
purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement shall be a
Default or Event of Default, as applicable, under the Credit Agreement.


 


Section 5.  Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original and all of which, taken
together, constitute a single instrument. 
This Agreement may be executed by facsimile signature and all such
signatures shall be effective as originals.


 


Section 6.  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted pursuant to the Credit Agreement.


 


Section 7.  Invalidity.  In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.


 


Section 8.  Governing Law.  This Agreement shall be deemed to be a
contract made under and shall be governed by and construed in accordance with
the laws of the State of Texas.


 


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Section 9.  Entire Agreement.  This Agreement, the Credit
Agreement, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter
hereof and supersede any prior agreements, written or oral, with respect
thereto.


 


THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signatures
begin on the next page]


 


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EXECUTED
effective as of the date first above written.


 


 


	
  BORROWER:

  	
  EDGE PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  John W. Elias

  
	
   

  	
   

  
	
   

  	
  Name:

  	
    John W. Elias

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman, President & CEO

  
					



 

















 


	
  ADMINISTRATIVE AGENT/

  	
   

  
	
  ISSUING LENDER/LENDER:

  	
  UNION BANK OF CALIFORNIA, N.A.,

  
	
   

  	
  as Administrative Agent, Issuing Lender

  
	
   

  	
  and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Damien Meiburger

  
	
   

  	
  Name:

  	
    Damien Meiburger

  
	
   

  	
  Title:

  	
      Senior Vice President

  
					



 

















 


	
  LENDERS:

  	
  JPMORGAN CHASE BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Stephen Lescher

  
	
   

  	
  Name:

  	
     Stephen Lescher

  
	
   

  	
  Title:

  	
       Senior Vice President

  
					



 

















 


	
   

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  Panas

  
	
   

  	
  Name:

  	
     Peter Panas

  
	
   

  	
  Title:

  	
       Director

  
					



 
















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD., as a

  
	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Leon Mo

  
	
   

  	
  Name:

  	
    Leon Mo

  
	
   

  	
  Title:

  	
       Senior Vice President

  
						



 

















 


	
   

  	
  BNP PARIBAS, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ David Dodd

  
	
   

  	
  Name:

  	
    David
  Dodd

  
	
   

  	
  Title:

  	
       Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Betsy Jocher

  
	
   

  	
  Name:

  	
    Betsy
  Jocher

  
	
   

  	
  Title:

  	
       Director

  
						



 

















 


	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Darrell Holley

  
	
   

  	
  Name:

  	
    Darrell
  Holley

  
	
   

  	
  Title:

  	
       Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Scott Myatt

  
	
   

  	
  Name:

  	
    Scott
  Myatt

  
	
   

  	
  Title:

  	
       Vice
  President

  
						



 

















 


	
   

  	
  THE FROST NATIONAL BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Andrew Merryman

  
	
   

  	
  Name:

  	
    Andrew Merryman

  
	
   

  	
  Title:

  	
       SVP

  
						



 

















 


	
   

  	
  COMPASS BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Dorothy Marchand

  
	
   

  	
  Name:

  	
    Dorothy Marchand

  
	
   

  	
  Title:

  	
       Senior Vice President

  
						



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Heather Wells Kiely

  
	
   

  	
  Name:

  	
    Heather Wells Kiely

  
	
   

  	
  Title:

  	
       Assistant Vice President

  
						



 

















 


	
   

  	
  BANK OF SCOTLAND PLC, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
         /s/ Julia R. Franklin

  
	
   

  	
  Name:

  	
    Julia R. Franklin

  
	
   

  	
  Title:

  	
       Assistant Vice President