EXHIBIT
4.1


 


AMENDMENT NO. 9


 


This Amendment No. 9 (“Amendment”)
dated as of August 31, 2009 (“Effective Date”) is among Edge
Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders
(as defined below), and Union Bank, N.A. (f/k/a 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, the financial institutions party thereto
from time to time (the “Lenders”), the Issuing Lender and the
Administrative Agent, are parties to that certain Fourth Amended and Restated
Credit Agreement dated as of January 31, 2007, as amended by the Amendment
No. 1 dated as of July 11, 2007, the Amendment No. 2 dated as of
December 10, 2007, the Amendment No. 3 and Agreement dated as of May 8,
2008, the Consent and Amendment No. 4 dated as of March 16, 2009, the
Amendment No. 5 dated as of May 15, 2009, the Amendment No. 6
dated as of May 29, 2009, the Amendment No. 7 dated as of June 30,
2009, and the Amendment No. 8 dated as of July 31, 2009 (as so
amended and as the same may be further amended, modified or supplemented from
time to time, the “Credit Agreement”).


 


B.            Subject to the terms and conditions of this Amendment,
the Borrower, the Administrative Agent, the Issuing Lender and the Lenders wish
to make certain amendments to the Credit Agreement.


 


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


 


Section 1.              Defined
Terms.  As used in
this Amendment, each of the terms defined in the opening paragraph and the
Recitals above shall have the meanings assigned to such terms therein.  Each term defined in the Credit Agreement and
used herein without definition shall have the meaning assigned to such term in
the Credit Agreement, unless expressly provided to the contrary herein.


 


Section 2.              Other
Definitional Provisions. Article, Section, Schedule,
and Exhibit references are to Articles and Sections of and Schedules and
Exhibits to this Amendment, unless otherwise specified.  All references to instruments, documents,
contracts, and agreements are references to such instruments, documents,
contracts, and agreements as the same may be amended, supplemented, and
otherwise modified from time to time, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder”
and words of similar import when used in this Amendment shall refer to this
Amendment as a whole and not to any particular provision of this
Amendment.  The term “including” means “including,
without limitation”.  Paragraph headings
have been inserted in this Amendment as a matter of convenience for reference
only and it is agreed that such paragraph headings are not a part of this
Amendment and shall not be used in the interpretation of any provision of this
Amendment.


 


Section 3.              Amendment
to the Credit Agreement.


 


(a)           Section 1.01 is
hereby amended by deleting the definition of “Maturity Date” in its entirety
and replacing it with the following:


 


“Maturity
Date” means September 30, 2009.


 


Section 4.              Borrower Representations and Warranties.  The Borrower represents and warrants that: (a) after
giving effect to this Amendment, 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 date of this Amendment 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 Amendment, no Default or Event of Default
has occurred and is continuing; (c) the execution, delivery and
performance of this Amendment 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 Amendment 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
Amendment; and (f) the Liens under the Security Documents are valid and
subsisting and secure the Borrower’s obligations under the Loan Documents.


 


Section 5.              Reaffirmation
of Guaranty.  Each
Guarantor hereby ratifies, confirms, and acknowledges that its obligations
under the Guaranty Agreement are in full force and effect and that each
Guarantor continues to unconditionally and irrevocably, jointly and severally,
guarantee the full and punctual payment, when due, whether at stated maturity
or earlier by acceleration or otherwise, all of the Obligations (subject to the
terms of the Guaranty Agreement), as such Obligations may have been amended by
this Amendment.  Each Guarantor hereby
acknowledges that its execution and delivery of this Amendment does not
indicate or establish an approval or consent requirement by the Guarantors
under the Guaranty Agreement in connection with the execution and delivery of
amendments, modifications or waivers to the Credit Agreement, the Notes or any
of the other Loan Documents.


 


Section 6.              Conditions to Effectiveness.  This Amendment shall become
effective as of the Effective Date and shall be 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 Amendment duly and validly executed and delivered
by duly authorized officers of the Borrower, the Administrative Agent and the
Lenders.


 


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


 


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


 


(d)           The Borrower shall
have paid all costs and expenses for which the Borrower has received invoices
at least three (3) Business Days prior to the date hereof and which are
payable pursuant to Section 9.03 of the Credit Agreement.


 


Section 7.              Acknowledgments
and Agreements.


 


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


 


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


 


(c)           Each of the
Borrower, the Administrative Agent, the Issuing Lender and the Lenders does
hereby adopt, ratify, and confirm the Credit Agreement and acknowledges and
agrees that the Credit 


 


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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 Amendment.


 


(d)           From and after the
date hereof, all references to the Credit Agreement and the Loan Documents
shall mean such Credit Agreement and such Loan Documents as modified by this
Amendment.


 


(e)           This Amendment 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 Amendment
shall be a Default or Event of Default, as applicable, under the Credit
Agreement.


 


(f)            EACH OF THE
BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR
RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL
CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE
ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE
AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY
OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR
NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT
AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR
BEFORE THE DATE OF THIS AMENDMENT.  EACH
OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS
AMENDMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS
CONTENT, INCLUDING THIS PARAGRAPH 7(f), AND IS FREELY AND VOLUNTARILY ENTERING
INTO THIS AMENDMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF
THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN)
ARE INVALID OR OTHERWISE UNENFORCEABLE.


 


Section 8.              Counterparts.  This Amendment 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 Amendment may be executed by facsimile signature and all such
signatures shall be effective as originals.


 


Section 9.              Successors
and Assigns.  This
Amendment 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 10.            Invalidity.  In the event that any one or more of the
provisions contained in this Amendment 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 Amendment.


 


Section 11.            Governing
Law.  This Amendment shall be deemed
to be a contract made under and shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.


 


Section 12.            Entire
Agreement.  This Amendment,
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.


 


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[Signatures begin on the next page]


 


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EXECUTED
effective as of the date first above written.


 


 


	
  BORROWER:

  	
  EDGE
  PETROLEUM CORPORATION,

  
	
   

  	
  a
  Delaware Corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary L. Pittman

  
	
   

  	
  Name:

  	
  Gary L. Pittman

  
	
   

  	
  Title:

  	
  EVP and CFO

  



 

















 


	
  GUARANTORS:

  	
  EDGE
  PETROLEUM EXPLORATION  COMPANY

  
	
   

  	
   

  
	
   

  	
  EDGE
  PETROLEUM OPERATING  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  EDGE
  PETROLEUM PRODUCTION COMPANY

  
	
   

  	
   

  
	
   

  	
  MILLER
  EXPLORATION COMPANY

  
	
   

  	
   

  
	
   

  	
  MILLER
  OIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary L. Pittman

  
	
   

  	
  Name:

  	
  Gary L. Pittman

  
	
   

  	
  Title:

  	
  EVP and CFO

  



 

















 


	
  ADMINISTRATIVE AGENT/

  	
   

  
	
  ISSUING LENDER/LENDER:

  	
  UNION
  BANK, N.A. (f/k/a Union Bank of California, N.A.),

  
	
   

  	
  as
  Administrative Agent, Issuing Lender and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Duncan McDuffie

  
	
   

  	
  Name: 

  	
  Duncan McDuffie

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
  LENDERS:

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Randall B. Durant

  
	
   

  	
  Name:
  

  	
  Randall
  B. Durant

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  



 
















 


	
   

  	
  SUNTRUST
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Katherine Bass

  
	
   

  	
  Name:

  	
  Katherine
  Bass

  
	
   

  	
  Title:

  	
  First
  Vice President

  



 

















 


	
   

  	
  MIZUHO
  CORPORATE BANK, LTD., as a  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Noel P. Purcell

  
	
   

  	
  Name:

  	
  Noel
  P. Purcell

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  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/
  Scott Myatt

  
	
   

  	
  Name:

  	
  Scott
  Myatt

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Irene Fowler

  
	
   

  	
  Name:

  	
  Irene
  Fowler

  
	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  THE
  FROST NATIONAL BANK, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry D. Sprouse

  
	
   

  	
  Name:

  	
  Larry
  D. Sprouse

  
	
   

  	
  Title:

  	
  Senior
  EVP

  



 

















 


	
   

  	
  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/
  Timothy N. Scheer

  
	
   

  	
  Name:

  	
  Timothy
  N. Scheer

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  BANK
  OF SCOTLAND  plc, as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weich

  
	
   

  	
  Name:

  	
  Karen Weich

  
	
   

  	
  Title:

  	
  Vice
  President