EXHIBIT
4.2


 


AGREEMENT AND AMENDMENT
NO. 1 TO THIRD AMENDED


AND RESTATED CREDIT AGREEMENT


 


This
AGREEMENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”)
dated as of May 31, 2005 (the “Effective Date”) is among Edge
Petroleum Corporation, a Delaware corporation (“Parent”), Edge Petroleum
Exploration Company, a Delaware corporation (“Edge Exploration”), Edge
Petroleum Operating Company, Inc., a Texas corporation (“Edge Operating”)
Miller Exploration Company, a Delaware corporation (“Miller Exploration”),
and Miller Oil Corporation, a Michigan corporation (“Miller Operating”,
and together with the Parent, Edge Exploration, Edge Operating and Miller
Exploration 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 the Lenders (“Agent”).


 


RECITALS


 


A.                                   The
Borrowers, the Lenders and the Agent are parties to the Third Amended and
Restated Credit Agreement dated as of December 31, 2003 (the “Credit
Agreement”; the defined terms of which are used herein otherwise defined
herein).


 


B.                                     The
Borrowers, the Lenders and the Agent wish to, subject to the terms and
conditions of this Agreement:  (1) increase
the Borrowing Base, (2) extend the maturity date and (3) make such
other amendments to the Credit Agreement as provided herein.


 


THEREFORE,
the Borrowers, the Lenders and the Agent hereby agree as follows:


 


Section 1.                                          Defined Terms; Other
Definitional Provisions.  As used in
this Agreement, each of the terms defined in the opening paragraph and the
Recitals above shall have the meanings assigned to such terms therein. The words “hereby”, “herein”, “hereinafter”, “hereof”, “hereto”
and “hereunder” when used in this Agreement shall refer to this Agreement as a
whole and not to any particular Article, Section, subsection or provision
of this Agreement. All titles or headings to Articles, Sections, subsections or
other divisions of this Agreement or the exhibits hereto, if any, are only for
the convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such Articles, Sections,
subsections, other divisions or exhibits, such other content being controlling
as the agreement among the parties hereto. 
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.


 


Section 2.                                          Increase in Borrowing Base. 
The
Borrowing Base shall, effective as of the Effective Date, be increased from
$65,000,000.00 to $70,000,000.00.  Such
new Borrowing Base shall remain in effect at that level until the Borrowing
Base is redetermined in accordance with the terms of the Credit Agreement.


 





















 


Section 3.                                          Amendments to the Credit
Agreement.


 


(a)                                  Section 1.2 of the Credit Agreement
is hereby amended by replacing the definitions of “Applicable Margin” and “Final
Maturity Date” in their entirety with the following, respectively:


 


“Applicable Margin” shall mean, at any time, the rate per annum set forth in
the pricing grid below based on the relevant Utilization Level applicable at
such time.  The Applicable Margin for any
Loan shall change when and as the relevant Utilization Level changes.  


 




	
  Utilization Level

  	
   

  	
  LIBO Rate

  Loan

  	
   

  	
  Base Rate Loan

  	
   

  	
  Commitment

  Fee

  	
   

  
	
  Utilization Level is equal to or less than 50%.

  	
   

  	
  1.750

  	
  %

  	
  0.000

  	
  %

  	
  0.500

  	
  %

  
	
  Utilization Level is greater than 50% but less
  than or equal to 75%.

  	
   

  	
  1.875

  	
  %

  	
  0.125

  	
  %

  	
  0.375

  	
  %

  
	
  Utilization Level is greater than 75%.

  	
   

  	
  2.125

  	
  %

  	
  0.250

  	
  %

  	
  0.250

  	
  %

  






 


“Final Maturity Date” shall mean December 31, 2007.


 


(b)                                 Section 1.2 of the Credit Agreement
is hereby further amended by inserting the following new definitions in
alphabetical order:


 


“Commitment
Fee Rate” means the per annum commitment fee rate set forth on the Pricing
Grid applicable from time to time.  The
Commitment Fee Rate shall change when and as the relevant Utilization Level
changes.


 


“Utilization
Level” shall mean the applicable category of pricing criteria contained in
the definition of Applicable Margin, which is based on, at any time of its
determination, the percentage obtained by dividing (a) the sum of the Loan
Balance and the L/C Exposure at such time by (b) the lesser of (i) the
aggregate Commitments and (ii) the Borrowing Base at such time.


 


(c)                                  Section 2.13 of the Credit Agreement
is hereby amended by replacing the phrase “at the rate of .375% per
annum” contained therein with “at a per annum rate equal
to the Commitment Fee Rate.”


 


Section 4.                                          Representations and
Warranties.  The Borrowers hereby represent and warrant
that:  (a)  except for such
representations which are made only as of a prior date, the representations and
warranties set forth in the Credit Agreement and in the other Loan Documents
are true and correct in all respects as of the Effective Date as if made on and
as of such date; (b) the execution, delivery and performance of this
Agreement and any Loan


 


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Documents executed
and delivered in connection with this Agreement are within the corporate power
and authority of each Borrower and have been duly authorized by appropriate
corporate action and proceedings; (c) this Agreement and the Loan
Documents executed in connection with this Agreement constitute legal, valid,
and binding obligations of the Borrowers party hereto and thereto, enforceable
in accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the rights of
creditors generally and general principles of 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 Loan Documents.


 


Section 5.                                          Conditions. 
This Agreement shall become effective and enforceable against the
parties hereto, the Credit Agreement shall be amended as provided herein, and
the Borrowing Base increase provided herein shall become effective upon the
occurrence of the following conditions precedent on or before the Effective
Date:


 


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


 


(b)                                 Other Instruments or
Documents.  The Agent
and the Lenders shall have received duly executed new Security Instruments and
such other instruments, documents and attachments to existing Security
Instruments as any of them may reasonably request.


 


(c)                                  No Default.  No Default shall have occurred and be
continuing as of the Effective Date.


 


(d)                                 Fees.  The Borrowers shall have paid (i) a
Borrowing Base increase fee in the amount of $25,000 as required under Section 2.15
of the Credit Agreement, and (ii) all fees and expenses of the Agent’s
outside legal counsel and other consultants pursuant to all invoices presented
for payment on or prior to the Effective Date.


 


Section 6.                                          Miscellaneous.


 


(a)                                  Effect on Loan Documents.  Each of the
Borrowers, the Lenders and the Agent does hereby adopt, ratify, and confirm the
Credit Agreement, as amended hereby and acknowledges and agrees that the Credit
Agreement, as amended hereby, is and remains in full force and effect.  Nothing herein shall act as a waiver of any
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 and the Loan Documents shall mean
such Credit Agreement and such Loan Documents, as amended hereby.  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 an
Event of Default under the Credit Agreement.


 


(b)                                 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.


 


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(c)                                  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.


 


(d)                                 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.


 


(e)                                  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.


 


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.


 


[SIGNATURES BEGIN ON 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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  :

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS, as
  a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ DAVID DODD

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David Dodd

  	
   

  
	
   

  	
  Title:

  	
   

  	
  DIRECTOR

  	
   

  
									



 


	
   

  	
  By:

  	
  /S/ GABE ELLISOR

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Gabe Ellisor

  	
   

  
	
   

  	
  Title:

  	
   

  	
  VICE PRESIDENT

  	
   

  
						



 


Signature Page to Agreement and Amendment No. 1


(Edge Petroleum Corporation)