Exhibit
4.1


 


EXECUTION VERSION


 


AMENDMENT NO. 8


 


This Amendment No. 8 (“Amendment”)
dated as of July 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, and the Amendment No. 7 dated as of June 30,
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 August 31, 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:

  	
  Executive Vice President & 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:

  	
  Executive Vice President 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/ 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/ Noel P. Purcell

  
	
   

  	
  Name:

  	
  Noel P. Purcell

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 
















 


	
   

  	
   

  	
  BNP
  PARIBAS, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Amy Kirscnner

  
	
   

  	
   

  	
  Name:

  	
  Amy Kirscnner

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Claudia DeSimio

  
	
   

  	
   

  	
  Name:

  	
  Claudia DeSimio

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
   

  	
  FORTIS CAPITAL CORP., as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michele Jones

  
	
   

  	
   

  	
  Name:

  	
  Michele Jones

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Darrell Holley

  
	
   

  	
   

  	
  Name:

  	
  Darrell Holley

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
   

  	
  THE FROST NATIONAL BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Larry D. Sprouse

  
	
   

  	
   

  	
  Name:

  	
  Larry D. Sprouse

  
	
   

  	
   

  	
  Title:

  	
  Sr. Ex. V.P.

  



 

















 


	
   

  	
   

  	
  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 Hill

  
	
   

  	
   

  	
  Name:

  	
  Timothy Hill

  
	
   

  	
   

  	
  Title:

  	
  Officer

  



 

















 


	
   

  	
   

  	
  BANK OF SCOTLAND  plc,
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Julia R. Franklin

  
	
   

  	
   

  	
  Name:

  	
  Julia R. Franklin

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President