EXHIBIT 4.11
AMENDMENT NO. 4 TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") dated as of April 21, 2003 (the "Amendment Effective Date") is
among Edge Petroleum Corporation, a Delaware corporation ("Parent"), Edge
Petroleum Exploration Company, a Delaware corporation ("Edge Exploration"), Edge
Petroleum Operating Company, Inc., a Texas corporation ("Edge Operating," and
together with the Parent and Edge Exploration referred to collectively as the
"Borrowers"), the lenders party to the Credit Agreement (as defined below) from
time to time (the "Lenders"), and Union Bank of California, N.A., as agent for
the Lenders ("Agent").
RECITALS
A. The Borrowers, the Lenders and the Agent are parties to the Second
Amended and Restated Credit Agreement dated as of October 6, 2000, as
amended by (1) Amendment No. 1 and Waiver dated as of November 21, 2001,
(2) Amendment No. 2 to Second Amended and Restated Credit Agreement
dated as of May 29, 2002, and (3) Amendment No. 3 to Second Amended and
Restated Credit Agreement dated as of August 8, 2002 (as so amended, the
"Credit Agreement"; the defined terms of which are used herein otherwise
defined herein).
B. The Borrowers, the Lenders and the Agent wish to, subject to the terms
and conditions of this Amendment, amend the Credit Agreement in order to
(1) increase the Commitment and (2) increase the Borrowing Base.
THEREFORE, the Borrowers, the Lenders and the Agent hereby agree as follows:
SECTION 1. DEFINED TERMS; OTHER DEFINITIONAL PROVISIONS. 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.
The words "hereby", "herein", "hereinafter", "hereof", "hereto" and
"hereunder" when used in this Amendment shall refer to this Amendment
as a whole and not to any particular Article, Section, subsection or
provision of this Amendment. All titles or headings to Articles,
Sections, subsections or other divisions of this Amendment or the
exhibits hereto, if any, are only for the convenience of the parties
and shall not be construed to have any effect or meaning with respect
to the other content of such Articles, Sections, subsections, other
divisions or exhibits, such other content being controlling as the
agreement among the parties hereto. Whenever the context requires,
reference herein made to the single number shall be understood to
include the plural; and likewise, the plural shall be understood to
include the singular. Words denoting sex shall be construed to include
the masculine, feminine and neuter, when such construction is
appropriate; and specific enumeration shall not exclude the general but
shall be construed as cumulative.
SECTION 2. COMMITMENT. The definition of "Commitment" in Section 1.2 is deleted
in its entirety and replaced with the following:
"Commitment" shall mean, for Union Bank of California, N.A.,
$40,000,000, or if such Lender has entered into any Lender
Assignment Agreement after the date of this Agreement, the
amount set forth for such Lender as its Commitment in the
Register maintained by the Agent pursuant to Section 9.1(c), as
such amount may be reduced pursuant to Section 2.12.
SECTION 3. INCREASE IN BORROWING BASE. The Borrowing Base shall, effective as
of the Amendment Effective Date, be increased from $25,000,000 to
$26,500,000 and shall remain in effect at that level until the
Borrowing Base is redetermined in accordance with the terms of the
Credit Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and
warrant that: (a) except for such representations which are made only
as of a prior date, the representations and warranties set forth in
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the Credit Agreement and in the other Loan Documents are true and
correct in all respects as of the Amendment Effective Date as if made
on and as of such date; (b) the execution, delivery and performance of
this Amendment and any Loan Documents executed and delivered in
connection with this Amendment are within the corporate power and
authority of each Borrower and have been duly authorized by appropriate
corporate action and proceedings; (c) this Amendment and the Loan
Documents executed in connection with this Amendment constitute legal,
valid, and binding obligations of the Borrower party hereto and
thereto, enforceable in accordance with their terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the rights of creditors generally and general
principles of equity; and (d) 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 such other Loan Documents.
SECTION 5. CONDITIONS. This Amendment shall become effective and enforceable
against the parties hereto and the Credit Agreement shall be amended as
provided herein upon the occurrence of the following conditions
precedent on or before the Amendment Effective Date:
(a) Amendment. The Agent shall have received multiple original
counterparts of this Amendment duly and validly executed and
delivered by duly authorized officers of the Borrowers, the
Agent and the Lenders.
(b) New Note. The Borrowers shall have executed and delivered an
amended and restated promissory note dated the date hereof in
the amount of the new Commitment.
(c) Other Instruments or Documents. The Agent and the Lenders
shall have received the Security Instruments and such other
instruments, documents and amendments to the Security
Instruments as any of them may reasonably request.
(d) No Default. No Default shall have occurred and be continuing
as of the Amendment Effective Date.
(e) Fees. The Borrowers shall have paid (i) a Borrowing Base
increase fee in the amount of $7,500 as required under Section
2.15 of the Credit Agreement, (ii) an engineering fee in the
amount of $5,000 as required under Section 2.17 of the Credit
Agreement, and (iii) all fees and expenses of the Agent's
outside legal counsel and other consultants pursuant to all
invoices presented for payment on or prior to the Amendment
Effective Date.
SECTION 6. MISCELLANEOUS.
(a) Effect on Loan Documents. Each of the Borrowers, the Lenders
and the Agent does hereby adopt, ratify, and confirm the
Credit Agreement, as amended hereby, and acknowledges and
agrees that the Credit Agreement, as amended hereby, is and
remains in full force and effect. Nothing herein shall act as
a waiver of any of the Agent's or the Lender's rights under
the Loan Documents, as amended. From and after the Amendment
Effective Date, all references to the Credit Agreement and the
Loan Documents shall mean such Credit Agreement and such Loan
Documents as amended by this Amendment. 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 an Event of Default under the Credit
Agreement.
(b) 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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(c) 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.
(d) 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.
(e) Governing Law. This Amendment 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.
THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, 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.
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EXECUTED effective as of the date first above written.
BORROWERS:
EDGE PETROLEUM CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chief Financial Officer
EDGE PETROLEUM EXPLORATION COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chief Financial Officer
EDGE PETROLEUM OPERATING COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chief Financial Officer
AGENT AND SOLE LENDER:
UNION BANK OF CALIFORNIA, N.A., as
Agent and as a Lender
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Senior Vice President
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
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