Exhibit 4.1


 


Execution Version


 


AMENDMENT NO. 6


 


This Amendment No. 6 (“Amendment”)
dated as of May 29, 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, the Consent and Amendment No. 4
dated as of March 16, 2009 and the Amendment No. 5 dated as of May 15,
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 2.06
of the Credit Agreement (Repayment of Advances)
is hereby amended by deleting such section in its entirety and replacing it
with the following:


 


Section 2.06         Repayment of Advances.  The Borrower shall repay to the
Administrative Agent for the ratable benefit of the Lenders the outstanding
principal amount of each Advance, together with any accrued interest thereon,
on the Maturity Date or such earlier date pursuant to Section 7.02 or Section 7.03.


 


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)           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.              Acknowledgments
and Agreements.


 


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


 


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(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.


 


(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.


 


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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.


 


[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 & 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

  
	
   

  	
   

  	
  Betsy Jocher

  
	
   

  	
   

  	
  Director

  



 

















 


	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Myatt

  
	
   

  	
  Name:

  	
  Scott Myatt

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ilene Fowler

  
	
   

  	
   

  	
  Ilene Fowler

  
	
   

  	
   

  	
  Director

  



 

















 


	
   

  	
  THE FROST NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry D. Sprouse

  
	
   

  	
  Name:

  	
  Larry D. Sprouse

  
	
   

  	
  Title:

  	
  Sr. 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/ Heather W. Kiely

  
	
   

  	
  Name:

  	
  Heather W. Kiely

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  BANK OF SCOTLAND  plc, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Weich

  
	
   

  	
  Name:

  	
  KAREN WEICH

  
	
   

  	
  Title:

  	
  VICE PRESIDENT