**EXHIBIT4.3**

** **

**AGREEMENT,CONSENT AND AMENDMENT NO. 2 TO THIRD AMENDED**

**ANDRESTATED CREDIT AGREEMENT**

 

This AGREEMENT, CONSENTAND AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”)dated as of November 30, 2005 (the “Effective Date”) is among EdgePetroleum Corporation, a Delaware corporation (“Parent”), Edge PetroleumExploration Company, a Delaware corporation (“Edge Exploration”), EdgePetroleum Operating Company, Inc., a Delaware corporation (“Edge Operating”)Miller Exploration Company, a Delaware corporation (“Miller Exploration”),and Miller Oil Corporation, a Michigan corporation (“Miller Operating”)and Cinco Energy Corporation, a Delaware corporation (“Cinco Energy”,and together with the Parent, Edge Exploration, Edge Operating, MillerExploration and Miller Operating referred to collectively as the “Borrowers”),the lenders party to the Credit Agreement (as defined below) from time to time(the “Lenders”), and Union Bank of California, N.A., as agent for theLenders (“Agent”).

 

**RECITALS**

 

A.                                   TheBorrowers (other than Cinco Energy), the Lenders and the Agent are parties tothe Third Amended and Restated Credit Agreement dated as of December 31, 2003,as amended by the Agreement and Amendment No. 1 to Third Amended and RestatedCredit Agreement dated as of May 31, 2005 (as so amended, the “CreditAgreement”; the defined terms of which are used herein unless otherwisedefined herein).

 

B.                                     TheBorrowers, the Lenders and the Agent wish to, subject to the terms andconditions of this Agreement:  (1)consent to the transactions contemplated by the Cinco Energy Acquisition Agreement (each as defined below), (2) increasethe Commitments, (3) increase the Borrowing Base, (4) add Cinco Energy as aBorrower, and (5) make such other amendments to the Credit Agreement asprovided herein.

 

THEREFORE, inconsideration of their mutual undertakings, the Borrowers, the Lenders and theAgent hereby agree as follows:

 

**Section1.****                                         ****Defined Terms; OtherDefinitional Provisions**. As used in this Agreement, each of the terms definedin the opening paragraph and the Recitals above shall have the meaningsassigned to such terms therein.****The words “hereby”,“herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” when used in thisAgreement shall refer to this Agreement as a whole and not to any particularArticle, Section, subsection or provision of this Agreement. All titles orheadings to Articles, Sections, subsections or other divisions of thisAgreement or the exhibits hereto, if any, are only for the convenience of theparties and shall not be construed to have any effect or meaning with respectto the other content of such Articles, Sections, subsections, other divisionsor exhibits, such other content being controlling as the agreement among the partieshereto. Whenever the context requires, reference herein made to the singlenumber shall be understood to include the plural; and likewise, the pluralshall be understood to include the singular. Words denoting sex shall beconstrued to include the masculine, feminine 

 

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and neuter, when such construction is appropriate; andspecific enumeration shall not exclude the general but shall be construed ascumulative.

 

**Section2.****                                         ****Consent to Acquisition**. Subject to the terms of this Agreement,the Lenders hereby consent to the consummation of the transactions contemplatedby the Stock Purchase Agreement datedas of September 21, 2005 (the “Cinco Energy Acquisition Agreement”) withJon L. Glass, Craig D. Pollard, Leigh T. Prieto, Yorktown Energy Partners V,L.P. and Yorktown Energy Partners VI, L.P. relating to the sale of all of theoutstanding capital stock of Cinco Energy to Edge Exploration, as buyer, and theParent, as guarantor. The consent by the Lenders described in the precedingsentence is contingent upon the satisfaction of the conditions precedent setforth below in this Agreement and is strictly limited to the extent describedherein. Nothing contained herein shall be construed to be a consent to or apermanent waiver of any terms, provisions, covenants, warranties or agreementscontained in the Credit Agreement or in any of the other Loan Documents. TheLenders reserve the right to exercise any rights and remedies available to themin connection with any present or future defaults with respect to the CreditAgreement or any other provision of any Loan Document. 

 

**Section3.****                                         ****Addition of Cinco Energyas a Borrower**.As of the date hereof, Cinco Energy agrees to perform and observe, each andevery one of the covenants, rights, promises, agreements, terms, conditions,obligations, appointments, duties and liabilities of a “Borrower” under theCredit Agreement and all other Loan Documents. By virtue of the foregoing, CincoEnergy hereby accepts and assumes any liability of the Borrowers related toeach representation, warranty, covenant or obligation made by any of theBorrowers in the Credit Agreement or any other Loan Document, and herebyexpressly affirms, as of the date hereof, each of such representations andwarranties and such covenants and obligations in the Credit Agreement. Allreferences to the term “Borrower” or “Borrowers” in the Credit Agreement or inany other Loan Document, or in any document or instrument executed anddelivered or furnished, or to be executed and delivered or furnished in connectionwith the Credit Agreement, shall be deemed to include Cinco Energy. CincoEnergy further acknowledges that the obligations of each of the Borrowers (includingCinco Energy) under the Credit Agreement and the Notes are joint and severalpursuant to Section 5.23(a) of the Credit Agreement.

 

**Section4.****                                         ****Increase in Borrowing Base**. The Borrowing Base shall, effective as ofthe Effective Date and subject to the terms herein, be increased from$70,000,000.00 to $110,000,000.00. Such new Borrowing Base shall remain ineffect at that level until the Borrowing Base is redetermined in accordancewith the terms of the Credit Agreement.

 

**Section5.****                                         ****Amendments to the CreditAgreement**.

 

(a)                                  The title page of the Credit Agreementshall be amended to replace the existing Commitment amount of $100,000,000 withthe new Commitment amount of $150,000,000.

 

(b)                                 Section 1.2 of the Credit Agreement ishereby amended by replacing the definitions of “Commitment” and “FinancialStatements” in their entirety with the following:

 

“Commitment” shallmean, for each Lender, the amount set opposite such Lender’s name on Schedule 2hereof as its Commitment or, if such Lender has 

 

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entered into any LenderAssignment Agreement after the date of this Agreement, the amount set forth forsuch Lender as its Commitment in the Register maintained by the Agent pursuantto Section 9.1(c), as such amount may be reduced pursuant to Section 2.12.

 

“Financial Statements”shall mean statements of the financial condition of the Parent and itsconsolidated Subsidiaries on a consolidated, and if requested by the Agent,consolidating basis as at the point in time and for the period indicated andconsisting of at least a balance sheet and related statements of operations,common stock and other stockholders’ equity, and cash flows, and when suchstatements prepared on a consolidated basis are required by applicableprovisions of this Agreement to be audited, accompanied by the unqualifiedcertification of a nationally-recognized firm of independent certified publicaccountants or other independent certified public accountants acceptable to theAgent and footnotes to any of the foregoing, all of which shall be prepared inaccordance with GAAP consistently applied from quarter to quarter (except forany inconsistency that results from a change in GAAP) and consistently appliedwithin each set of Financial Statements and in comparative form with respect tothe corresponding period of the preceding fiscal period.

 

(c)                                  Section 1.2 ofthe Credit Agreement is hereby further amended by inserting the following newdefinition in alphabetical order:

 

“Fee Letter” meansthat certain fee letter dated as of November 30, 2005 between the Borrowers andthe Agent.

 

(d)                                 Section 2.14 ofthe Credit Agreement is hereby amended by replacing the existing Section 2.14in its entirety with the following:

 

2.14                                 Other Fees. The Borrowersagree to pay to the Agent the fees as described in the Fee Letter.

 

(e)                                  The reference to .50% in the second sentence of Section 2.15 of theCredit Agreement is hereby deleted and replaced with .35%.

 

(f)                                    Section 5.2 of the Credit Agreement is hereby amended by replacing theexisting Section 5.2 in its entirety with the following:

 

5.2                                       Quarterly Financial Statements;Compliance Certificates.  Cause the Parent to deliver to the Agent and each Lender,(a) on or before the 45th day after the close of each of the first threequarterly periods of each fiscal year of the Parent, a copy of the unauditedconsolidated, and if requested by the Agent, consolidating Financial Statements of the Parent and its consolidatedSubsidiaries as at the close of such quarterly period and from the beginning ofsuch fiscal year to the end of such period, such Financial Statements to becertified by a Responsible Officer of the Parent (i) as having been prepared inaccordance with GAAP consistently applied from quarter to quarter (except forany inconsistency that results from a change in GAAP) and consistently appliedwithin each set of 

 

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FinancialStatements and (ii)as a fair presentation of the condition of the Parent,subject to changes resulting from normal year-end audit adjustments, and (b) onor before the 45th day after the close of each fiscal quarter of the Parent andon or before the 90th day after the close of each fiscal year of the Parent, aCompliance Certificate in the form of Exhibit B hereto signed by a ResponsibleOfficer of the Parent.

 

(g)                                 Section 5.3 of the Credit Agreement is herebyamended by replacing the existing Section 5.3 in its entirety with thefollowing:

 

5.3                                 Annual Financial Statements. Cause the Parent to deliver to theAgent and each Lender, on or before the 90th day after the close of each fiscalyear of the Parent, a copy of the annual audited consolidated, and if requestedby the Agent,  unaudited consolidatingFinancial Statements of the Parent.

 

(h)                                 Clause (j) of Section 6.8 of the CreditAgreement is hereby deleted and replaced in its entirety with the following newclause (j):

 

and (j) acquisitions of Oiland Gas Properties;

 

(i)                                     The Schedule 2 to this Agreement is herebyadded as new Schedule 2 to the Credit Agreement.

 

(j)                                     Schedule 4.21 to the Credit Agreement ishereby deleted and replaced in its entirety with new Schedule 4.21 to thisAgreement.

 

**Section6.****                                         ****Representations andWarranties**. TheBorrowers hereby represent and warrant that: (a)  except for suchrepresentations which are made only as of a prior date, the representations andwarranties set forth in the Credit Agreement and in the other Loan Documentsare true and correct in all material respects as of the Effective Date as ifmade on and as of such date; (b) the execution, delivery and performance ofthis Agreement and any Loan Documents executed and delivered in connection withthis Agreement are within the corporate power and authority of each Borrowerand have been duly authorized by appropriate corporate action and proceedings;(c) this Agreement and the Loan Documents executed in connection with thisAgreement constitute legal, valid, and binding obligations of the Borrowersparty hereto and thereto, enforceable in accordance with their terms, except aslimited by applicable bankruptcy, insolvency, reorganization, moratorium, orsimilar laws affecting the rights of creditors generally and general principlesof equity; and (d) 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 such other LoanDocuments.

 

**Section7.****                                         ****Conditions**. This Agreement shall become effectiveand enforceable against the parties hereto, the Credit Agreement shall beamended as provided herein, and the Borrowing Base increase provided hereinshall become effective upon the occurrence of the following conditionsprecedent on or before the Effective Date:

 

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(a)                                  Agreement. The Agentshall have received multiple original counterparts of this Agreement duly andvalidly executed and delivered by duly authorized officers of the Borrowers,the Agent and the Lenders.

 

(b)                                 New Notes. The Borrowersshall have executed and delivered amended and restated Notes dated the datehereof to each of the Lenders in an amount equal to each such Lender’srespective new Commitment.

 

(c)                                  MortgageSupplements. The Agent shall have received original newMortgages and supplements to existing Mortgages, providing for the mortgagingof certain additional Oil and Gas Properties and reflecting the increase in theCommitments to an aggregate amount of $150,000,000, and otherwise, in form andsubstance satisfactory to the Agent, duly and validly executed and delivered byduly authorized officers of the Borrowers, the Agent and the Lenders.

 

(d)                                 AcquisitionDocuments. The Agent shall have received copies, certified bya Responsible Officer of Edge Exploration, of the Cinco Energy AcquisitionAgreement, and all other documents, agreements, instruments and amendmentsthereto.

 

(e)                                  Consummation ofthe Cinco Energy Acquisition Agreement. All conditions to theconsummation and effectiveness of the transactions contemplated by the CincoEnergy Acquisition Agreement shall have been met on or prior to November 30,2005, and the aggregate purchase price (including any debt assumed or issued(other than pursuant to the Credit Agreement) but excluding any purchase priceadjustments resulting from cash or cash equivalents remaining with the sellersor other adjustments to the purchase price or provided in the Cinco EnergyAcquisition Agreement) for the Cinco Energy Acquisition Agreement shall notexceed $38,000,000, and after giving effect to any of the aforementionedadjustments, shall not exceed $43,500,000.

 

(f)                                    Supplement toSecond Amended and Restated Security Agreement. The Agent shall have received originalcounterparts of the Supplement No. 1 to the Second Amended and Restated SecurityAgreement executed by Cinco Energy and the Agent covering all personal propertyof Cinco Energy.

 

(g)                                 Amendment to Second Amended and Restated SecurityAgreement (Stock Pledge). The Agent shall have received original counterparts of the AmendmentNo. 1 to the Second Amended and Restated Security Agreement (Stock Pledge)executed by Edge Exploration and the Agent listing the newly pledged collateralcovering all of the issued and outstanding capital stock of Cinco Energy andother personal property related thereto.

 

(h)                                 Cinco Energy Stock Certificates &Powers. The Agentshall have received Irrevocable Stock Powers executed in blank by EdgeExploration and the stock certificates for the stock of Cinco Energy pledgedunder the Second Amended and Restated Security Agreement (Stock Pledge).

 

(i)                                     Fee Letter. The Agentshall have received original counterparts of the Fee Letter duly and validlyexecuted by the Borrowers and the Agent.

 

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(j)                                     Secretary’sCertificate. The Agent shall have received copies, certified asof the date hereof by a secretary or an assistant secretary of each of theBorrowers and any Guarantor, of (A) the corporate resolutions duly adopted at ameeting or by unanimous consent of the board of directors of such Borrower orsuch Guarantor approving the increase in the Commitments, the execution of newNotes and authorizing the transactions contemplated herein, (B) the Certificateof Incorporation and all amendments thereto and the bylaws and all amendmentsthereto of each of the Borrowers and any Guarantor, and (C) all other documentsevidencing other necessary corporate action and governmental approvals, if any,with respect to this Agreement.

 

(k)                                  Good Standing& Existence Certificates. The Agent shall havereceived certificates dated as of a recent date from the Secretary of State orother appropriate Governmental Authority evidencing the existence orqualification and good standing of each of the Borrowers in its jurisdiction ofincorporation and in any other jurisdiction where such qualification isrequired by applicable law.

 

(l)                                     Legal Opinion. The Agentshall have received the opinion of Robert C. Thomas in form and substancereasonably acceptable to the Agent.

 

(m)                               OtherInstruments or Documents. The Agent and the Lenders shall havereceived duly executed new Security Instruments and such other instruments,documents and attachments to existing Security Instruments as any of them mayreasonably request.

 

(n)                                 No Default. No Defaultshall have occurred and be continuing as of the Effective Date.

 

(o)                                 Fees. The Borrowersshall have paid a Borrowing Base Increase Fee in an aggregate amount equal to0.35% of the increased availability under the Borrowing Base to the Lenders,which amount when calculated equals $140,000. Such fee shall be shared by theLenders as follows: (i) to BNP Paribas, the amount of $17,500, (ii) to CompassBank, the amount of $70,000, and (iii) to The Frost National Bank, the amount of $52,500. Such Borrowing Base Increase Fee shall be paidon the Effective Date and shall, once paid be nonrefundable. Additionally, theBorrower shall have paid (i) the Agency Fee described in the Fee Letter, and(ii) all fees and expenses of the Agent’s outside legal counsel and otherconsultants pursuant to all invoices presented for payment on or prior to theEffective Date.

 

**Section8.****                                         ****Miscellaneous**.

 

(a)                                  Effect on Loan Documents. Each of the Borrowers, the Lenders and the Agentdoes hereby adopt, ratify, and confirm the Credit Agreement, as amended herebyand acknowledges and agrees that the Credit Agreement, as amended hereby, isand remains in full force and effect. Nothing herein shall act as a waiver ofany of the Agent’s or the Lender’s rights under the Loan Documents, as amended.From and after the Effective Date, all references to the Credit Agreement andthe Loan Documents shall mean such Credit Agreement and such Loan Documents, asamended hereby. This Agreement is a Loan Document for the purposes of theprovisions of the other Loan Documents. Without limiting the foregoing, anybreach of representations, warranties, and covenants under this Agreement shallbe an Event of Default under the Credit Agreement.

 

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(b)                                 New Lenders. Compass Bank and The Frost NationalBank are hereby added as new Lenders under the Credit Agreement. Both CompassBank and The Frost National Bank, by executing this Agreement, (a) confirm thatthey have received a copy of the Credit Agreement together with any financialstatements needed, and such other documents and information as they have deemedappropriate to make its own credit analysis and decision to enter into thisAgreement; (b) agree that they will, independently and without reliance uponthe Agent, or any other Lender, and based on such documents and information asit shall deem appropriate at the time, continue to make its own creditdecisions in taking or not taking action under the Credit Agreement or anyother Loan Document; (c) appoint and authorize the Agent to take such action asagent on behalf and to exercise such powers under the Credit Agreement and anyother Loan Document as are delegated to the Agent by the terms thereof,together with such powers as are reasonably incidental thereto; and (d) agreethat they will perform in accordance with their terms, all of the obligations whichby the terms of the Credit Agreement and any other Loan Document are requiredto be performed by it as a Lender.

 

(c)                                  Counterparts. This Agreement may be signed in anynumber of counterparts, each of which shall be an original and all of which,taken together, constitute a single instrument. This Agreement may be executedby facsimile signature and all such signatures shall be effective as originals.

 

(d)                                 Successors and Assigns. This Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns permitted pursuant to the Credit Agreement.

 

(e)                                  Invalidity. In the event that any one or more of the provisionscontained in this Agreement shall for any reason be held invalid, illegal orunenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provision of this Agreement.

 

(f)                                    Governing Law. This Agreement shall be deemed to be acontract made under and shall be governed by and construed in accordance withthe laws of the State of Texas.

 

**THISAGREEMENT, THE CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTSCONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TOTHE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL,WITH RESPECT THERETO.**

 

[SIGNATURES BEGINON NEXT PAGE]

 

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EXECUTED effective as of the date first above written.

 

 
|   | **BORROWERS:**                          |
|--------|-----------------------------------------|
|   |                                    |
|   | EDGE PETROLEUM  CORPORATION             |
|   | EDGE PETROLEUM  EXPLORATION COMPANY     |
|   | EDGE PETROLEUM  OPERATING COMPANY, INC. |
|   | MILLER OIL CORPORATION                  |
|   | MILLER EXPLORATION  COMPANY             |
|   | CINCO ENERGY  CORPORATION               |
|   |                                    |
|   |                                    |
|   | All by:                                 | /S/ MICHAEL G. LONG |
|   |                                    | Michael G. Long, Chief  Financial Officer |
|   |                                    |
|   |                                    |
|   | **AGENT AND LENDERS:**                  |
|   | * *                                |
|   | UNION BANK OF CALIFORNIA,  N.A., as     |
|   | Agent and as a Lender                   |
|   |                                    |
|   | By:                                     | /S/  DAMIEN MEIBURGER |
|   |                                    | Damien  Meiburger |
|   |                                    | Senior  Vice President |
|        |                                         |  |  |

 

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|   | BNP PARIBAS, as a  Lender |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       | /S/  DAVID DODD |   |
|   | Name:                     | DAVID  DODD |   |
|   | Title:                    | DIRECTOR |   |
|   |                      |
|   | By:                       | /S/  BETSY JOCHER |   |
|   | Name:                     | BETSY  JOCHER |   |
|   | Title:                    | VICE  PRESIDENT |   |
|        |                           |  |  |  |  |  |  |  |

 

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|   | COMPASS  BANK, as a Lender |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        | /S/  DOROTHY MARCHAND |   |
|   | Name:                      | DOROTHY  MARCHAND |   |
|   | Title:                     | SENIOR  VICE PRESIDENT |   |
|        |                            |  |  |  |

 

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|   | THE  FROST NATIONAL BANK, as a Lender |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /S/  ANDREW A. MERRYMAN |   |
|   | Name:                                 | ANDREW  A. MERRYMAN |   |
|   | Title:                                | SENIOR  VICE PRESIDENT |   |
|        |                                       |  |  |  |

 

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Schedule 2

 

**COMMITMENTS**

 

Eachof the commitments to lend set forth herein is governed by the terms of theCredit Agreement which provides for, among other things, borrowing baselimitations which may restrict Borrowers’ ability to request (and the Lenders’obligation to provide) Loans to a maximum amount which is less than thecommitments set forth in this Schedule 2.

 

| **Lenders**                     | ** ** | **Commitments** | ** **         |
|---------------------------------|------------|-----------------|--------------------|
| Union Bank of  California, N.A. |       | $               | 57,272,728         |   |
| BNP Paribas                     |       | $               | 45,000,000         |   |
| Compass Bank                    |       | $               | 27,272,727         |   |
| The Frost  National Bank        |       | $               | 20,454,545         |   |
| **Total:**                      | ** ** | **$**           | **150,000,000.00** | ** ** |

 

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**SCHEDULE 4.21**

 

**SUBSIDIARIES**

 

EdgePetroleum Corporation:

EdgePetroleum Exploration Company

MillerExploration Company

 

EdgePetroleum Exploration Company:

EdgePetroleum Operating Company, Inc.

CincoEnergy Corporation

 

EdgePetroleum Operating Company, Inc.:

None

 

MillerExploration Company:

MillerOil Corporation

 

MillerOil Corporation:

None

 

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