EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
between
EDGE PETROLEUM CORPORATION
AND
EDGE PETROLEUM EXPLORATION COMPANY
and
THE FIRST NATIONAL BANK OF CHICAGO,
AS AGENT AND A LENDER
Effective as of
September 29, 1998
TABLE OF CONTENTS
PAGE
ARTICLE I.
DEFINITIONS....................................................................1
1.01 Terms Defined Above......................................................1
1.02 Terms Defined in Agreement...............................................1
1.03 References...............................................................1
1.04 Articles and Sections....................................................2
1.05 Number and Gender........................................................2
ARTICLE II.
AMENDMENTS.....................................................................2
2.01 Amendment of Section 1.2.................................................2
2.02 Amendment of Section 2.9(a)..............................................2
2.03 Deletion of Compass Bank from Agreement..................................2
ARTICLE III.
CONDITIONS.....................................................................3
3.01 Receipt of Documents.....................................................3
3.02 Accuracy of Representations and Warranties...............................3
3.03 Matters Satisfactory to the Agent and the Lender.........................3
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES.................................................3
ARTICLE V.
RATIFICATION...................................................................3
ARTICLE VI.
MISCELLANEOUS..................................................................4
6.01 Scope of Amendment.......................................................4
6.02 Agreement as Amended.....................................................4
6.03 Parties in Interest......................................................4
6.04 Rights of Third Parties..................................................4
6.05 ENTIRE AGREEMENT.........................................................4
6.06 GOVERNING LAW............................................................5
6.07 JURISDICTION AND VENUE...................................................5
2
FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made and entered into effective as of September 29, 1998,
between EDGE PETROLEUM CORPORATION, a Delaware corporation and EDGE PETROLEUM
EXPLORATION COMPANY, a Delaware corporation (collectively, the "Borrower"), and
THE FIRST NATIONAL BANK OF CHICAGO, a national banking association individually
as a (the "Lender") and as agent for the Lender or Lenders pursuant to the terms
of the Agreement and this Agreement (the "Agent").
W I T N E S S E T H:
WHEREAS, the above named parties did execute and exchange
counterparts of that certain Amended and Restated Credit Agreement dated April
1, 1998, (the "Agreement"), to which reference is here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement
are desirous of amending the Agreement in the particulars hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties to the Agreement, as set forth therein, and the mutual
covenants and agreements of the parties hereto, as set forth in this Amendment,
the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.01 - Terms Defined Above. As used herein, each of the terms "Agent"
"Agreement," "Borrower," "Amendment," and "Lender" shall have the meaning
assigned to such term hereinabove.
1.02 - Terms Defined in Agreemnt. As used herein, each term defined in the
Agreement shall have the meaning assigned thereto in the Agreement, unless
expressly provided herein to the contrary.
1.03 - References. References in this Amendment to Article or Section
numbers shall be to Articles and Sections of this Amendment, unless expressly
stated herein to the contrary. References in this Amendment to "hereby,"
"herein," "hereinafter," "hereinabove," "hereinbelow," "hereof," and "hereunder"
shall be to this Amendment in its entirety and not only to the particular
Article or Section in which such reference appears.
1.04 - Articles and Sections. This Amendment, for convenience only, has
been divided into Articles and Sections and it is understood that the rights,
powers, privileges, duties, and other legal relations of the parties hereto
shall be determined from this Amendment as an entirety and without regard to
such division into Articles and Sections and without regard to headings prefixed
to such Articles and Sections.
1.05 - Number and Gender. 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
beconstrued 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. Definitions of terms defined in
the singular and plural shall be equally applicable to the plural or singular,
as the case may be.
ARTICLE II.
AMENDMENTS
The Borrower and the Agent and the Lender hereby amend the
Agreement in the following particulars:
2.01 Amendment of Section 1.2. Section 1.2 of the Agreement is
hereby amended as follows:
3
The following definitions are added or amended to read as
follows:
"Commitment Amount" shall mean $15,000,000 as of the
effective date of the First Amendment to Amended and Restated
Credit Agreement."
2.02 Amendement to Section 2.9(a). Section 2.9(a) is amended
to read as follows:
"2.9 Borrowing Base Determination (a) The Borrowing Base as of
September 29, 1998 is acknowledged by the Borrower and the
Lender to be $15,000,000. Commencing on October 1, 1998, and
continuing thereafter on the first day of each calendar month
until the earlier of the date such amount is redetermined or
the Commitment Termination Date, the Scheduled Reduction
Amount shall be $550,000.
2.03 Defenition of Compass Bank Agreement. Compass Bank is
hereby deleted from the Agreement and First Chicago is the Agent.
ARTICLE III.
CONDITIONS
The obligation of the Agent and the Lender to amend the
Agreement as provided herein is subject to the fulfillment of the following
conditions precedent:
3.01 Receipt of Documents. The Lender shall have received, reviewed,
and approved the following documents and other items, appropriately executed
when necessary and in form and substance satisfactory to the Agent:
(a) multiple counterparts of this Amendment as requested by
the Lender;
(b) multiple counterparts of Assignment of Note, Liens,
Security Interests and other Rights, together with multiple
counterparts of Assignment of UCC Financing Statements.
(c) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the
Lender may reasonably request.
3.02 Accuracy of Representations and Warranties. The representations
and warranties contained in Article IV of the Agreement and this Amendment
shall be true and correct.
3.03 Matters Satisfactory to the Agent and the Lender . All matters
incident to the consummation of the transactions contemplated hereby shall be
satisfactory to the Agent and the Lender.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly re-makes, in favor of the Agent
and/or the Lender, all of the representations and warranties set forth in
Article IV of the Agreement, and represents and warrants that all such
representations and warranties remain true and unbreached.
ARTICLE V.
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and
confirm the Agreement and the other Loan Documents, in all things in accordance
with the terms and provisions thereof, as amended by this Amendment.
4
ARTICLE VI.
MISCELLANEOUS
6.01. Scope of Agreement. The scope of this Amendment is expressly
limited to the matters addressed herein and this Amendment shall not operate as
a waiver of any past, present, or future breach, Default, or Event of Default
under the Agreement, except to the extent, if any, that any such breach,
Default, or Event of Default is remedied by the effect of this Amendment.
6.02 Agreement as Amended. All references to the Agreement in any
document heretofore or hereafter executed in connection with the transactions
contemplated in the Agreement shall be deemed to refer to the Agreement as
amended by this Amendment.
6.03 Parties in Interest. All provisions of this Amendment shall be
binding upon and shall inure to the benefit of the Borrower, the Lender and
their respective successors and assigns.
6.04 Rights of Third Parties. All provisions herein are imposed solely
and exclusively for the benefit of the Lender and the Borrower, and no other
Person shall have standing to require satisfaction of such provisions in
accordance with their terms and any or all of such provisions may be freely
waived in whole or in part by the Lender at any time if in its sole discretion
it deems it advisable to do so.
6.05 ENTIRE AGREEMENT. THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AN0 SUPERSEDES ANY
PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE
SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS AMENDMENT, THE AGREEMENT, THE
NOTE, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN DOCUMENTS REFERRED TO IN
THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS SECURITY FOR THE NOTE
REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
6.06 GOVERNING LAW. THIS AMENDMENT, THE AGREEMENT AND THE NOTE SHALL
BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT AND THE NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY
BEAR A NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS.
6.07 JURISDICTION NAD VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT
TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR
FROM THIS AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED
IN COURTS HAVING SITUS IN XXXXXX COUNTY, TEXAS. EACH OF THE BORROWER AND THE
LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN XXXXXX COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST
IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS SECTION.
6
IN WITNESS WHEREOF, this Amendment to Credit Agreement is
executed effective the date first herein above written.
BORROWER:
EDGE PETROLEUM CORPORATION
By: /S/ Xxxxxxx X. Xxxx
------------------------------------
Xxxxxxx X. Xxxx
Chief Financial Officer
EDGE PETROLEUM EXPLORATION COMPANY
By: /S/ Xxxxxxx X. Xxxx
------------------------------------
Xxxxxxx X. Xxxx
Chief Financial Officer
LENDER AND AGENT:
THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ Xxxxx Xxxxx Xxxxxxx
-------------------------------------
Printed name: /S/ Xxxxx Xxxxx Xxxxxxx
-------------------------------------
Title: Corporate Banking Officer
