EXHIBIT 4.1


 


AMENDMENT NO. 5


 


This Amendment No. 5 (“Amendment”)
dated as of May 15, 2009 (“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, 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, and the Consent and Amendment No. 4 dated as of March 16, 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.              Amendments to the Credit
Agreement.


 


(a)           Sections 5.06(a)  and 5.06(b) of
the Credit Agreement are hereby deleted in their entirety and replaced with the
following:


 


(a)          Annual Financials. 
As soon as available and in any event not later than 90 days after
the end of each fiscal year of the Borrower and its consolidated Subsidiaries,
commencing with the fiscal year ending December 31, 2006: (i) a copy
of the annual audit report for such year for the Borrower and such consolidated
Subsidiaries, including therein the Borrower’s and such consolidated
Subsidiaries’ balance sheets as of the end of such fiscal year and the Borrower’s
and such consolidated Subsidiaries’ statements of income, cash flows, and
retained earnings, in each case 


 

















 


certified by independent certified public accountants of national
standing reasonably acceptable to the Administrative Agent and including any
management letters delivered by such accountants to the Borrower or any
Subsidiary in connection with such audit; and (ii) if requested by the
Administrative Agent, a copy of the unaudited annual consolidating financial
statements of each of its Subsidiaries, if any, including therein such
Subsidiary’s balance sheet and statements of income, cash flows, and retained
earnings for such fiscal year;


 


(b)          Quarterly Financials.  As soon as available and in any event not
later than 45 days after the end of each of the first three fiscal quarters of
each fiscal year of the Borrower and its consolidated Subsidiaries, commencing
with the fiscal quarter ending March 31, 2007, the unaudited balance sheet
and the unaudited statements of income, cash flows, and retained earnings of
each such Person for the period commencing at the end of the previous year and
ending with the end of such fiscal quarter, all in reasonable detail and duly
certified with respect to such consolidated statements (subject to the absence
of footnotes  and to year-end audit
adjustments) by a Responsible Officer of the Borrower as having been prepared
in accordance with GAAP;


 


(b)           Section 7.01 of the Credit
Agreement (Events of Default) is hereby amended by
deleting clause (o) in its entirety and replacing it with the following:


 


(o)          [Reserved];


 


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.


 


2

















 


Section 6.              Conditions to Effectiveness.  Subject to Section 7 below,
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)           After giving effect to this
Amendment, none of the Hedge Contracts to which any Loan Party is a party shall
be in default, and no such Hedge Contract shall have been terminated, novated,
unwound or otherwise cease to be in full force and effect.


 


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


 


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


 


(e)           The Borrower shall have paid all
costs and expenses for which the Borrower has received invoices on or prior to
the date hereof and which are payable pursuant to Section 9.03 of the
Credit Agreement.


 


Section 7.              Effective Date.  Notwithstanding anything herein to the
contrary, the parties hereto agree that upon the satisfaction of the conditions
precedent set forth in Section 6 above, the amendments to Section 5.06
of the Credit Agreement provided herein shall become effective as of March 31,
2009.  Furthermore, any Defaults that
might have occurred as a result of the Borrower’s failure to provide the
auditor’s certificate as required under Section 5.06(a)(i)(B) of the
Credit Agreement are hereby waived.  Such
waiver is limited to the extent described herein and shall not be construed to
be a consent to or permanent waiver of any provision in Section 5.06 of
the Credit Agreement, or any other terms, provisions, covenants, warranties, or
agreements contained in the Credit Agreement or in any of the other Loan
Documents.  The Lenders reserve the right
to exercise any rights and remedies available to them in connection with any
other present or future defaults with respect to the Credit Agreement or any
other provision of any Loan Document.


 


Section 8.              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 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.


 


3

















 


(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 8(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 9.              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 10.            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 11.            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 12.            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 13.            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.


 


[Signatures
begin on the next page]


 


4

















 


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
  & 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
  & CFO

  



 

















 


	
  ADMINISTRATIVE
  AGENT/ISSUING LENDER/LENDER:

  	
  UNION BANK OF CALIFORNIA, N.A.,

  
	
   

  	
  as Administrative Agent,
  Issuing Lender and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  M. Duncan McDuffie

  
	
   

  	
  Name:

  	
  M.
  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/
  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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  THE FROST NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  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/
  Justin M. Alexander

  
	
   

  	
  Name:

  	
  Justin
  M. Alexander

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  BANK OF SCOTLAND  plc, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Julia R. Franklin

  
	
   

  	
  Name:

  	
  Julia
  R. Franklin

  
	
   

  	
  Title:

  	
  Assistant
  Vice President