EXHIBIT 4.6
AMENDMENT NO. 5 TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
("Agreement") dated as of September 30, 2003 (the "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, (3)
Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of
August 8, 2002, and (4) Amendment No. 4 to Second Amended and Restated Credit
Agreement dated as of April 21, 2003 (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 Agreement, (1) amend the Credit Agreement to extend the
maturity date 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 Agreement, 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 Agreement shall refer to this Agreement as a whole and not to any
particular Article, Section, subsection or provision of this Agreement. All
titles or headings to Articles, Sections, subsections or other divisions of this
Agreement 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. FINAL MATURITY DATE. The definition of "Final Maturity Date"
in Section 1.2 is deleted in its entirety and replaced with the following:
"Final Maturity Date" shall mean January 2, 2005.
SECTION 3. INCREASE IN BORROWING BASE. The Borrowing Base shall,
effective as of the Effective Date, be increased from $26,500,000 to $32,000,000
and the monthly reduction amount shall be $0. Such new Borrowing Base and
monthly reduction amount shall remain in effect at those levels 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 the
Credit Agreement and in the other Loan Documents are true and correct in all
respects as of the Effective Date as if made on and as of such date; (b) the
execution, delivery and performance of this Agreement and any Loan Documents
executed and delivered in connection with this Agreement are within the
corporate power and authority of each Borrower and have been duly authorized by
appropriate corporate action and proceedings; (c) this Agreement and the Loan
Documents executed in connection with this Agreement 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 Agreement and such other Loan Documents.
SECTION 5. CONDITIONS. This Agreement shall become effective and
enforceable against the parties hereto, the Credit Agreement shall be amended as
provided herein, and the Borrowing Base increase provided herein shall become
effective upon the occurrence of the following conditions precedent on or before
the Effective Date:
SECTION 6.
(a) Agreement. The Agent shall have received multiple original
counterparts of this Agreement duly and validly executed and delivered by duly
authorized officers of the Borrowers, the Agent and the Lenders.
(b) Purchase Agreement. The Agent shall have received a fully executed,
correct and complete copy of the Purchase and Sale Agreement dated as of as of
July 1 2003 ("Purchase Agreement") between Edge Exploration and States, Ltd.
("Seller") certified as such by a duly authorized officer of the Parent
(c) Title Due Diligence. The Agent shall have received all requested
lien releases, title opinions and other title due diligence material
satisfactory to it evidencing the Seller's title to the property being acquired
under the Purchase Agreement.
(d) Other Instruments or Documents. The Agent and the Lenders shall
have received duly executed new Security Instruments and such other instruments,
documents and amendments to existing Security Instruments as any of them may
reasonably request.
(e) No Default. No Default shall have occurred and be continuing as of
the Effective Date.
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(f) Fees. The Borrowers shall have paid (i) a Borrowing Base increase
fee in the amount of $27,500 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 Effective Date.
SECTION 7. 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 Effective Date, all references to the Credit
Agreement and the Loan Documents shall mean such Credit Agreement and such Loan
Documents, as amended hereby. 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 an Event of Default under the Credit Agreement.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
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.
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EXECUTED effective as of the date first above written.
BORROWERS:
EDGE PETROLEUM CORPORATION
By:
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Xxxxxxx X. Xxxx, Chief Financial Officer
EDGE PETROLEUM EXPLORATION COMPANY
By:
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Xxxxxxx X. Xxxx, Chief Financial Officer
EDGE PETROLEUM OPERATING COMPANY, INC.
By:
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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:
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Xxxxxx Xxxxxxxxx
Senior Vice President
By:
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Name:
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Title:
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