Exhibit
4.1


 


CONSENT AND AGREEMENT


 


This Consent and Agreement (“Agreement”)
dated as of March 10, 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 July 11, 2007, the Amendment No. 2 dated December 10,
2007, and the Amendment No. 3 and Agreement dated May 8, 2008 (as so
amended and as the same may be further amended, modified or supplemented from
time to time, the “Credit Agreement”).


 


B.            Under the terms of the Credit Agreement, the Lenders
established a new Borrowing Base on January 8, 2009 and, pursuant to Section 2.05(b) of
the Credit Agreement, the Administrative Agent sent the Borrower written notice
indicating the existence of a Borrowing Base deficiency (the “Deficiency”).


 


D.            The Borrower, the Lenders, the Issuing Lender and the
Administrative Agent agreed in the Consent and Agreement dated as of February 9,
2009 (“February Consent), that the first installment payment
required to amortize the Deficiency would be due and payable on March 10,
2009.  Subject to the terms and
conditions of this Agreement, the Borrower, the Administrative Agent, the
Issuing Lender and the Lenders wish to defer payment of the first installment
until March 17, 2009 (but no other installment dates would be deferred or
otherwise extended).


 


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


 


Section 1.              Defined
Terms.  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.  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 Agreement,
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
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement.  The term “including”
means “including, without limitation”. 
Paragraph headings have been inserted in this Agreement as a matter of
convenience for reference only and it is agreed that such paragraph headings
are not a part of this Agreement and shall not be used in the interpretation of
any provision of this Agreement.


 


Section 3.              Consent to Payment Extension. Subject to the terms and conditions of this
Agreement, the Administrative Agent, the Issuing Lender and the Lenders hereby
consent to the extension of the due date for the first installment to repay the
Deficiency, due pursuant to Section 2.05(b) of the Credit Agreement,
until March 17, 2009. 
Notwithstanding such extension, each such Person agrees that 


 

















 


each
of the other five equal installment payments required to eliminate the
Deficiency shall be due and payable on the dates required by the February Consent.
 Each such payment shall be in
immediately available funds and shall otherwise be made in accordance with the
terms of the Credit Agreement. The express consent
set forth in this Section 3 is limited
to the extent described herein and shall not be construed to be a consent to or
a permanent waiver of any other terms, provisions, covenants, warranties or
agreements contained in the Credit Agreement or in any of the other Loan
Documents, unless expressly provided so herein. 
The Administrative Agent, the Issuing Lender and the Lenders reserve the
right to exercise any rights and remedies available to them in connection with
any present or future defaults with respect to the Credit Agreement or any
other provision of any Loan Document.


 


Section 4.              Borrower Representations and
Warranties.  The
Borrower represents and warrants that: (a) after giving effect to this
Agreement, 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 Agreement 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
Agreement, no Default or Event of Default has occurred and is continuing; (c) the
execution, delivery and performance of this Agreement 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
Agreement 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 Agreement; 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 Agreement.  Each Guarantor hereby acknowledges that its
execution and delivery of this Agreement 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
Agreement shall become effective as of the date of this Agreement 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 Agreement 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 Agreement, no Default or Event of Default shall have occurred and be
continuing as of the date of this Agreement.


 


(c)           After giving effect
to this Amendment, no default shall have occurred and be continuing under any
Hedge Contract to which the Borrower or any Guarantor is a party, and no such
Hedge Contract shall have been terminated, novated, unwound or otherwise cease
to be in effect.


 


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(d)           The representations
and warranties in this Agreement 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.


 


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


 


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


 


(b)           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 Agreement.


 


(c)           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
Agreement.


 


(d)           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 a Default or Event of Default, as applicable, under the
Credit Agreement.


 


(e)           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
AGREEMENT.  EACH OF THE BORROWER AND ITS
SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS
CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS
PARAGRAPH 7(e), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND
HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE
UNENFORCEABLE.


 


Section 8.              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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Section 9.              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.


 


Section 10.            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.


 


Section 11.            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.


 


Section 12.            Entire
Agreement.  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.


 


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:

  	
  Executive V.P. and C.F.O.

  
								



 

















 


	
  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 V.P. and C.F.O.

  
								



 

















 


	
  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:

  	
  Director

  
					



 

















 


	
   

  	
  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/ Betsy Jocher

  
	
   

  	
  Name:

  	
  Betsy Jocher

  
	
   

  	
  Title:

  	
  Director

  
					



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Pak

  
	
   

  	
  Name:

  	
  Edward Pak

  
	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  FORTIS
  CAPITAL CORP., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Myatt

  
	
   

  	
  Name:

  	
  Scott Myatt

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


	
   

  	
   

  
	
   

  	
  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. E.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/ Heather W. Kiely

  
	
   

  	
  Name:

  	
  Heather W. Kiely

  
	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  BANK
  OF SCOTLAND PLC, as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julia R. Franklin

  
	
   

  	
  Name:

  	
  Julia R. Franklin

  
	
   

  	
  Title:

  	
  Assistant Vice President