EXHIBIT
4.1


 


CONSENT AND AMENDMENT NO. 4


 


This Consent and Amendment No. 4
(“Amendment”) dated as of March 16, 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, and the Amendment No. 3 and Agreement dated as of 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.            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”).


 


C.            The Borrower elected to reduce the Deficiency in six
equal installments.  The Borrower, the
Lenders, the Issuing Lender and the Administrative Agent agreed in the Consent
and Agreement dated as of February 9, 2009 and in the Consent and
Agreement dated as of March 10, 2009, that the first such installment
would be due and payable on March 17, 2009.  Subject to the terms and conditions of this
Amendment, the Borrower, the Administrative Agent, the Issuing Lender and the
Lenders wish to (i) modify the repayment schedule relating to Advances,
including without limitation any Advances owing in respect of the Deficiency,
and (ii) 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)           Section 1.01 is
hereby amended by deleting the definition for “Adjusted Reference Rate” in its
entirety and replacing it with the following:


 

















 


“Adjusted Reference Rate”
means, for any day, the fluctuating rate per annum of interest equal to the
greatest of (a) the Reference Rate in effect on such day, (b) the
Federal Funds Rate in effect on such day plus 1⁄2 of 1%, and (c) a
rate determined by the Administrative Agent to be the Daily One-Month
LIBOR.  Any change in the Adjusted
Reference Rate due to a change in the Reference Rate, the Federal Funds Rate or
the Daily One-Month LIBOR shall be effective on the effective date of such
change in the Reference Rate, Federal Funds Rate or Daily One-Month LIBOR..


 


(b)           Section 1.01 is
hereby amended by adding the following definition:


 


“Daily One-Month LIBOR”
means, for any day, the rate of interest per annum (rounded upward, if necessary,
to the nearest whole 1/100 of 1%) determined pursuant to the following formula:


 


	
  Daily One Month LIBOR =

  	
  Base LIBOR

  	
   

  
	
   

  	
      100% - LIBOR Reserve Percentage

  



 


For purposes of this definition:


 


(a)          “Base LIBOR” means, on any day, the rate per annum for
United States dollar deposits determined by the Administrative Agent to be the
offered rate for United States dollar deposits in effect from time to time for
delivery of funds for one (1) month in amounts approximately equal to the
principal amount of such loans which appears on the applicable Dow Jones
Markets Telerate Page as of 11:00 a.m. London time for delivery of
such deposits on the second Business Day following such day; provided
that in the event that such rate does not appear on the Dow Jones Markets
Telerate Page, the Base LIBOR shall be determined by the Administrative Agent
in accordance with proviso set forth in the definition of “Eurodollar Rate”.


 


(b)          “LIBOR Reserve
Percentage” means the reserve percentage prescribed pursuant to regulations
issued by the Federal Reserve Board for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, adjusted by the Administrative Agent for expected changes in such
reserve percentage during a one (1) month period.


 


The Administrative Agent shall determine the Daily One Month LIBOR on
the first Business Day of each calendar week and such determined per annum rate
shall continue to be the “Daily One Month LIBOR” rate until such rate is next
determined the following calendar week.


 


(c)                                  Section 1.01 is hereby amended by
deleting the definition for “Applicable Margin” in its entirety and replacing
it with the following:


 


“Applicable Margin” means (a) with
respect to any Advance, (i) during such times as any Event of Default
exists, 4.50% per annum and (ii) at all other times, 2.50% per annum; and (b) with
respect to the Letter of Credit Fees required under Section 2.08(b), a per



 


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annum rate equal to (i) during
such times as any Event of Default exists, 4.50%, and (ii) at all other
times, 2.50%.


 


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


 


“Maturity
Date” means June 30, 2009.


 


(e)           Section 2.06 is
hereby deleted in its entirety and replaced 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 as follows: (i) the Borrower shall repay
$25,000,000.00 of the outstanding principal amount of the Advances and any
accrued and unpaid interest thereon on or before May 31, 2009 (or such
earlier date pursuant to Section 7.02 or 7.03), and (ii) the Borrower
shall repay all remaining principal amounts of the Advances, together with any
accrued interest thereon, fees and other amounts owing under any of the Loan
Documents on the Maturity Date or such earlier date pursuant to Section 7.02
or 7.03.


 


(f)            Section 6.02 (Debts, Guaranties and Other Obligations) is hereby amended
by (i) deleting the “; and” at the end of clause (f) of such Section and
replacing it with a period, (ii) inserting “; and” at the end of clause (e) of
such Section, and (iii) deleting clause (g) of such Section.


 


(g)           Section 6.04 (Merger or Consolidation; Asset Sales) is amended by deleting
clauses (b)(iv) and (b)(v) in their entirety and renumbering clause
(b)(vi) as clause (b)(iv).


 


(h)           Section 5.12 (Hedges) is hereby deleted in its entirety.


 


(i)            Section 6.05 (Restricted Payments) is hereby amended by deleting such Section in
its entirety and replacing it with the following:


 


Section 6.05 Restricted
Payments.  The Borrower shall not,
nor shall it permit any of its Subsidiaries to, make any Restricted Payments
except that the Subsidiaries of the Borrower may make Restricted Payments to
the Borrower.


 


(j)            Section 6.06
(Investments) is hereby deleted in its entirety and replaced with the
following:


 


Section 6.06         Investments and Capital Expenditures.  The Borrower shall not, nor shall it permit
any of its Subsidiaries to, make or permit to exist any capital expenditures or
Investments except:


 


(a)          Liquid Investments


 


(b)          trade and customer accounts receivable
which are for goods furnished or services rendered in the ordinary course of
business and are payable in accordance with customary trade terms;


 


(c)           creation of any additional
Subsidiaries in compliance with Section 6.15;


 


(d)          capital expenditures or Investments
described on Exhibit K;


 


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(e)           advances or extensions of credit in
the form of accounts receivable incurred in the ordinary course of business and
upon terms common in the industry for such accounts receivable;


 


(f)            investments in the Borrower or any
of its Subsidiaries;


 


(g)          advances made pursuant to operating agreements, unitization
and pooling agreements and orders, gas balancing agreements or similar
arrangements in the ordinary course of business to the extent customary in the
oil, gas and mineral production business; and


 


(h) plugging and abandonment
deposits and other similar deposits customary for the oil, gas and mineral
business and in each case made in the ordinary course of business.


 


(k)           Sections 6.17 (Current Ratio), 6.18 (Leverage Ratio)
and 6.19 (Interest Coverage Ratio) are hereby
deleted.


 


(l)            Section 7.01 (Events of Default) is amended by (i) deleting the word “or”
at the end of clause (m), (ii) replacing the period at the end of clause (n) with
a semicolon, and (iii) adding the following new clauses (o) and (p):


 


(o)          Failure of the Borrower to have executed and delivered, on
or before May 15, 2009, at least one of the following: (i) a
commitment letter from a lender or group of lenders reasonably satisfactory to
the Administrative Agent and the Lenders providing for the provision by such
lender or group of lenders of a credit facility in an amount sufficient to
repay the Obligations in full in immediately available funds on or before the
Maturity Date, and otherwise containing terms and conditions (including,
without limitation, releases) reasonably acceptable to the Administrative Agent
and the Lenders; (ii) a merger agreement or similar agreement evidencing a
combination of the Borrower, or any and all of its Subsidiaries, as part of a
transaction that results in the repayment of the Obligations in full in
immediately available funds on or before the Maturity Date and otherwise
containing terms and conditions (including, without limitation, releases)
reasonably acceptable to the Administrative Agent and the Lenders; or (iii) a
purchase and sale agreement with a buyer or group of buyers reasonably
acceptable to the Administrative Agent and the Lenders providing for a sale
transaction by the Borrower or any of its Subsidiaries that results in the
repayment of the Obligations in full in immediately available funds on or
before the Maturity Date, and otherwise containing terms and conditions
(including, without limitation, releases) reasonably acceptable to the
Administrative Agent and the Lenders; or


 


(p)          Any Hedge Contract to which the Borrower or any of its
Subsidiaries is a party shall be in default or have been terminated, novated,
unwound or otherwise cease to be in effect without the prior written consent of
the Administrative Agent, the Issuing Lender and the Required Lenders.


 


(m)          The Credit Agreement is amended by adding a new Exhibit K in
the form of Exhibit K attached hereto.


 


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Section 4.              No
Eurodollar Rate Advances.  From and after the date of
this Amendment, the right of the Borrower to request continuations of, or
conversions to, new Borrowings comprised of Eurodollar Rate Advances shall be
suspended indefinitely, and any request by the Borrower for a Borrowing
comprised of Eurodollar Rate Advances shall be deemed a request for a Borrowing
comprised of Reference Rate Advances. 
Each outstanding Borrowing comprised of Eurodollar Rate Advances shall,
at the end of the Interest Period in effect as of the Effective Date, be
automatically Converted by each Lender to Borrowings comprised of Reference
Rate Advances.


 


Section 5.              Termination
of Commitments.  From and after the date of this Amendment,
the aggregate Commitments shall be permanently reduced to an amount equal to
$0, such reduction to be effective on a pro rata basis with respect to each
Lender’s Commitment.  IT IS THE INTENTION OF THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND
THE LENDERS THAT THE LENDERS AND THE ISSUING LENDER SHALL HAVE NO FURTHER
OBLIGATION TO MAKE ADVANCES OR ISSUE, EXTEND OR MODIFY LETTERS OF CREDIT UNDER
THE CREDIT AGREEMENT, AND NO FURTHER BORROWINGS SHALL BE PERMITTED TO BE
REQUESTED BY THE BORROWER NOR SHALL ANY ADDITIONAL LETTERS OF CREDIT BE ISSUED,
RENEWED OR OTHERWISE EXTENDED.


 


Section 6.              Interest
Payment Dates.  Notwithstanding anything to the contrary in
the Credit Agreement or any other Loan Document, all interest payments owing in
respect of the Advances shall be due and payable (i) on the last day of
each calendar month, but if such day is not a Business Day, the next succeeding
Business Day, or (ii) in the case of any repayment or prepayment of
principal of the Advances, on the date of such repayment or prepayment.


 


Section 7.              Advisors.


 


(a)           The Administrative
Agent has, through its counsel, retained and employed a financial advisor,
Opportune LLP (such financial advisor of the Administrative Agent, or any
successor or replacement thereof, the “Agent’s Financial Advisor”), and
retained and employed a technical advisor, H.J Gruy & Co. (such
technical advisor, or any successor or replacement thereof, the “Technical
Advisor,” and together with the Agent’s Financial Advisor, collectively
referred to herein as the “Advisors”). 
The Borrower shall cooperate (and cause its Subsidiaries to cooperate)
in all reasonable respects with the Advisors and shall promptly provide to the
Advisors such information regarding the operations, business affairs, assets
and financial condition of the Borrower and its Subsidiaries as reasonably
requested by the Advisors.  In addition,
the Borrower shall permit the Advisors to discuss such operations, business
affairs, assets and financial condition with the officers and directors of the
Borrower and its Subsidiaries and shall make such officers and directors
available to the Advisors for such purpose as may be reasonably requested and
during normal business hours; provided that, such access must be
reasonable and during normal business hours and all access must be initiated
through the Chief Financial Officer or Chief Operating Officer of the
Borrower.  The Borrower is required to
pay all costs and expenses of the Advisors in accordance with Section 9.03
of the Credit Agreement.


 


(b)           The Borrower has, at
its sole expense, retained and employed a financial advisor, Parkman Whaling
LLC.  The Borrower shall at all times
retain and employ Parkman Whaling LLC or another financial advisor reasonably
acceptable to the Lenders (such financial advisor of the Borrower, or any
successor or replacement thereof, “Borrower’s Financial Advisor”).  The Borrower and its Subsidiaries hereby
consent to the Borrower’s Financial Advisor discussing with, cooperating in all
respects with, and being fully accessible to (i) the Administrative Agent,
(ii) the Administrative Agent’s advisors and counsel, and (iii) the
Advisors; provided that, such access must be reasonable and during
normal business hours and all communications with the Borrower’s Financial
Advisor must be directed through the Chief Financial Officer or Chief Operating
Officer of the Borrower.


 


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Section 8.              Additional
Reporting.


 


(a)           In addition to the
reporting requirements set forth in the Credit Agreement, the Borrower and each
of its Subsidiaries (individually a “Loan Party” and collectively the “Loan
Parties”) agrees to deliver to the Administrative Agent, in form and detail
reasonably satisfactory to the Administrative Agent, the following:


 


(i)            (A) weekly, on
or before the last Business Day of each calendar week, a rolling 13-week cash
flow forecast that shall detail all sources and uses of cash on a weekly basis
and having an effective date as of the last Business Day of the immediately
preceding calendar week, (B) monthly, on the fifth Business Day of each
calendar month, an updated accounts receivable aging report having an effective
date as of the last Business Day of the immediately preceding calendar month,
and (C) monthly, on the fifth Business Day of each calendar month, an
updated accounts payable aging report having an effective date as of the last
Business Day of the immediately preceding calendar month;


 


(ii)           weekly, on or
before the last Business Day of each calendar week, an updated written report
that can be distributed to the Lenders prepared by the Borrower’s Financial
Advisor, the Chief Financial Officer of the Borrower, and the Chief Operating
Officer of the Borrower regarding the restructuring efforts of the Loan
Parties, which report shall include, without limitation, information regarding
potential refinancings, asset sale and merger efforts, all in summary or
generic form; and


 


(iii)          other information
as the Administrative Agent, the Advisors or the Lenders may from time to time
reasonably request, provided that such other information does not conflict with
or exceed the scope of the additional reporting contemplated by this Amendment
or any of the other Loan Documents.


 


(b)           In addition, the
Loan Parties agree to deliver to the Steering Committee (as defined in Section 12(f) below)
and the Agent’s Financial Advisor:


 


(i)            weekly, on or
before the last Business Day of each calendar week, a continuously updated
written report or chart, providing, (i) the names of each party that has
made any material offers, initiated discussions, visited the data room or
engaged in any other material correspondence with any of the Loan Parties regarding
any proposed asset sale, merger, combination, refinancing, recapitalization or
other similar transaction, (ii) the basic terms and subject matter of any
offers, letters of intent or material correspondence received since the date of
the last report, and (iii) the current status of such information and the
estimated interest level of each of the parties involved;


 


(ii)           weekly, on or
before the last Business Day of each calendar week, a visitation schedule, log
book, or other such written report that shall include, without limitation, the
names of all the parties visiting the data room or scheduled to visit the data
room and the date of each such visit or scheduled visit.


 


All of the information
received pursuant to this Section 8(b) and the information received
pursuant to  Section 12(f) below
(other than any such information that is available to the Administrative Agent,
any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure
by the Borrower or any of its Subsidiaries) shall be maintained by the Steering
Committee and the Agent’s Financial Advisor as confidential, except that such
information may be disclosed to (a) its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors
and other representatives (collectively, the “Representatives”) who, under the
circumstances, reasonably need to know such information, or to whom such
disclosure is appropriate; provided that, the Steering Committee and the Agent’s
Financial Advisor (i) shall use reasonable efforts to cause its respective
Representatives not to disclose any such 


 


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information, and (ii) shall
use reasonable efforts to prevent disclosure of such information to Representatives
involved in, or reasonably likely to become involved in, financing proposals
with third parties seeking to engage in a transaction with the Borrower or any
of its Subsidiaries, (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) subject to
clause (a) above, in connection with the exercise of remedies hereunder or
under any other Loan Document or the enforcement of rights hereunder or
thereunder, (e) with the consent of the Borrower, or (f) to the
extent such information (x) becomes publicly available other than as a
result of a breach of this Section, or (y) becomes publicly available to
the Administrative Agent, any Lender, the Issuing Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrower.  Notwithstanding the foregoing,
the Representatives may also disclose such information to the other Lenders on
a confidential basis consistent with this Section 8(b) on the date of
the occurrence of an Event of Default.


 


Section 9.              Updating
Obligation.  In addition to the other obligations and
agreements under the Loan Documents and this Amendment, the Loan Parties hereby
agree to notify the Steering Committee prior to undertaking or committing to
undertake any material transaction, including, without limitation, any sales or
dispositions of assets or stock, any Affiliate transactions, or issuing any
press release related to any such material transaction.


 


Section 10.            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 11.            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 12.            Conditions to Effectiveness.  This
Amendment shall become effective as of the date of this Amendment and shall be
enforceable against the parties hereto upon the occurrence of the following
conditions precedent:


 


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(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.


 


(f)            The Loan Parties
shall have delivered to the Agent’s Financial Advisor and to the Lender
representatives set forth in Schedule I (the “Steering Committee”)
written reports describing the basic terms of any material offers, letters of
intent, term sheets or other material correspondence received by any of the
Loan Parties on or before the Effective Date with respect to any proposed asset
sale, merger, combination, refinancing, recapitalization or other similar
transaction.  Such reports shall include,
without limitation, the names of the offering party, the subject matter of the
offer and the proposed consideration of each party thereto.


 


(g)           The Loan Parties
shall have delivered to the Advisors such other documents, agreements,
instruments, or reports with respect to the Loan Parties’ financial and
operational results as the Advisors, the Administrative Agent or any Lender may
have reasonably requested.


 


(h)           The Administrative
Agent shall have received duly executed copies, certified as of the Effective
Date by a Responsible Officer or the secretary or an assistant secretary of
each Loan Party of (i) the resolutions of the Board of Directors (or other
applicable governing body) of such Loan Party approving this Amendment, (ii) the
articles or certificate (as applicable) of incorporation (or organization) and
bylaws of such Loan Party, and (iii) all other documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Amendment.


 


(i)            The Administrative
Agent shall have received a certificate of a Responsible Officer or the
secretary or an assistant secretary of each Loan Party certifying the names and
true signatures of the officers of such Loan Party authorized to sign this
Amendment.


 


(j)            The Administrative
Agent shall have received a certificate dated as of the Effective Date from a
Responsible Officer or the secretary or an assistant secretary of each Loan
Party, stating that (i) all representations and warranties of such Loan
Party set forth in this Amendment are true and correct in all material
respects; and (ii) no Default or Event of Default has occurred and is
continuing.


 


Section 13.            Acknowledgments
and Agreements.


 


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


 


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(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 Amendment.


 


(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
Amendment.


 


(d)           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.


 


(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 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 13(e), 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 14.            Costs
and Expenses.  The Borrower shall pay on demand all
reasonable, actual, out-of-pocket fees, costs and expenses of the
Administrative Agent, the Issuing Bank and the Lenders (including, without
limitation, legal fees and expenses of Bracewell & Giuliani LLP and
the advisory fees of the Agent’s Financial Advisor) incurred in connection with
(i) the development, preparation, administration, structuring, drafting,
negotiating and executing this Amendment and (ii) the enforcement of the
rights and remedies of the Administrative Agent, the Issuing Lender and the
Lenders under the Credit Agreement and the other Loan Documents; in each case,
in accordance with Section 9.03 of the Credit Agreement.


 


Section 15.            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.


 


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Section 16.            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 17.            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 18.            Governing
Law; Submission to Jurisdiction.


 


(a)           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.


 


(b)           Submission to
Jurisdiction.  The Borrower
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any Federal or Texas state court sitting in Dallas
County, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Amendment or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Texas state court or,
to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Amendment or in any other Loan Document shall affect any right that Lender
Party may otherwise have to bring any action or proceeding relating to this
Amendment or any other Loan Document against the Borrower or any Guarantor or
its properties in the courts of any jurisdiction.


 


(c)           Waiver of Venue.  The Borrower irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any objection that
it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Amendment or any other Loan Document in any
court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


Section 19.            WAIVER
OF JURY TRIAL.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). 
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 20.            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.


 


10

















 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signatures begin on the
next page]


 


11
















 


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
  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:

  	
  Executive Vice President
  and 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:

  	
  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/ 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:

  	
  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

  
					



 

















 


Schedule I


(“Steering Committee”)


 


1.
M. Duncan McDuffie, Union Bank of California, N.A.


2.
Amy N. Kirschner, BNP Paribas


3.
Randy Durant, JP Morgan Chase


 

















 


Exhibit K


 


EDGE
PETROLEUM


CAPITAL
BUDGET (1)


JANUARY
2009 - JUNE 2009


 


	
   

  	
   

  	
  January

  	
   

  	
  February

  	
   

  	
  March

  	
   

  	
  April

  	
   

  	
  May

  	
   

  	
  June

  	
   

  	
  YTD

  TOTAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMPLETIONS

  	
   

  	
  $

  	
  105,000

  	
   

  	
  $

  	
  45,000

  	
   

  	
  $

  	
  140,000

  	
   

  	
  $

  	
  105,000

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  395,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NON-DRILL RECOMPLETIONS

  	
   

  	
  55,000

  	
   

  	
  55,000

  	
   

  	
  100,000

  	
   

  	
  400,000

  	
   

  	
  920,000

  	
   

  	
  50,000

  	
   

  	
  1,580,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NON-DRILL OTHER

  	
   

  	
  225,000

  	
   

  	
  225,000

  	
   

  	
  230,000

  	
   

  	
  225,000

  	
   

  	
  225,000

  	
   

  	
  225,000

  	
   

  	
  1,355,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LAND

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RENTALS RENEWAL

  	
   

  	
  16,000

  	
   

  	
  4,000

  	
   

  	
  545,000

  	
   

  	
  180,000

  	
   

  	
  125,000

  	
   

  	
  186,000

  	
   

  	
  1,056,000

  	
   

  
	
  EL SAUZ

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  	
  750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEISMIC & G&G

  	
   

  	
  235,000

  	
   

  	
  245,000

  	
   

  	
  1,800,000

  	
   

  	
  345,000

  	
   

  	
  192,144

  	
   

  	
  45,000

  	
   

  	
  2,862,144

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  761,000

  	
   

  	
  $

  	
  699,000

  	
   

  	
  $

  	
  2,940,000

  	
   

  	
  $

  	
  1,380,000

  	
   

  	
  $

  	
  1,587,144

  	
   

  	
  $

  	
  631,000

  	
   

  	
  $

  	
  7,998,144

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,000,000

  	
  (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2008 carry-over is outside limitations

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  8,998,144

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






	
  Note:

  	
   

  	
  (1)

  	
   

  	
  The
  Company will not incur capital
  cost, excluding capitalized interest and G&A, in excess of the cost shown
  on the 

  
	
   

  	
   

  	
   

  	
   

  	
  attached
  schedule

  
	
   

  	
   

  	
  (2)

  	
   

  	
  2008
  carry-over estimate.