EXHIBIT 4.6
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
AND
THE OTHER LENDERS SIGNATORY HERETO
Effective as of
March 1, 1999
TABLE OF CONTENTS
PAGE
ARTICLE I. DEFINITIONS .................................... 1
1.01 Terms Defined Above ................................ 1
1.02 Terms Defined in Agreement........................... 2
1.03 References ........................................ 2
1.04 Articles and Sections ............................... 2
1.05 Number and Gender ................................... 2
ARTICLE II. WAIVERS ............................................ 2
2.01 Waiver ........................................ 2
2.02 Limitation on Waiver .............................. 2
ARTICLE III. AMENDMENTS ....................................... 3
3.01 Amendment of Section 1.2 .......................... 3
3.02 Amendment of Section 2.1(a) ...................... 4
3.03 Addition of Section 2.5(a) ....................... 4
3.04 Amendment of Section 2.9(a ........................ 5
3.05 Amendment of Section 2.26 ......................... 5
3.06 Amendment of Section 5.2 .......................... 5
3.07 Amendment of Section 9.3(a) ....................... 6
3.08 Amendment of Section 6.14 .......................... 6
3.09 Deletion of Section 6.15 and 6.16 ................. 6
3.10 Addition of Section 6.17 ........................ 6
3.12 Global Deletion of EBIT .................. 6
3.13 Global Deletion of Index Rate .................. 7
3.14 Global Deletion of Compass Bank ................... 7
ARTICLE IV. CONDITIONS ...................................... 7
4.01 Receipt of Documents ............................. 7
4.02 Accuracy of Representations and Warranties ......... 7
4.03 Matters Satisfactory to Agent and the Lender ....... 7
ARTICLE V. REPRESENTATIONS AND WARRANTIES .................. 7
ARTICLE VI. RATIFICATION ........................................ 8
ARTICLE VII. MISCELLANEOUS ...................................... 8
7.01 Scope of Amendment .................................. 8
7.02 Agreement as Amended ................................ 8
7.03 Parties in Interest ................................. 8
7.04 Rights of Third Parties ............................. 8
7.05 ENTIRE AGREEMENT ................................... 8
7.06 GOVERNING LAW .................................... 9
7.07 JURISDICTION AND VENUE ............................ 9
LIST OF EXHIBITS
EXHIBIT I - Form of Promissory Note
EXHIBIT II - Form of Borrowing Request
EXHIBIT III - Form of Compliance Certificate
EXHIBIT IV - Form of Borrowing Base Utilization Certificate
2
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "First Amendment") is made and entered into effective as of March 1, 1999,
between EDGE PETROLEUM CORPORATION, a Delaware corporation, and EDGE PETROLEUM
EXPLORATION COMPANY, a Delaware corporation (collectively, the "Borrower", but
with such entities constituting the Borrower being jointly and severally liable
for the Obligations and each reference herein to the Borrower being applicable
to each of such entities) and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association ("First Chicago"), and each other lender that becomes a
signatory hereto as provided in Section 9.1 (First Chicago and each such other
lender, together with its successors and assigns, individually a "Lender" and
collectively, the "Lenders"), and First Chicago, as agent for the Lenders
pursuant to the terms hereof (in such capacity, together with its successors in
such capacity pursuant to the terms hereof, (the "Agent").
W I T N E S S E T H:
WHEREAS, the above named parties together with Compass Bank
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, Compass Bank assigned its interest to First Chicago
on September 29, 1998;
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 First
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," "First Amendment," "First Chicago," and
"Lender" or "Lenders" shall have the meaning assigned to such term hereinabove.
1.02 Terms Defined in Agreement. 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 First Amendment to Article
or Section numbers shall be to Articles and Sections of this First Amendment,
unless expressly stated herein to the contrary. References in this First
Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow,"
"hereof," and "hereunder" shall be to this First Amendment in its entirety and
not only to the particular Article or Section in which such reference appears.
1.04 Articles and Sections. This First 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 First 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.
2
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 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. 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.
WAIVERS
. The Agent and Lender hereby waives any Default or Event of
Default arising under the Agreement or any other Loan Document solely as the
result of the breach of Sections 6.15 and 6.16 as a one-time waiver and refers
only to the breach which was made as of December 31, 1998. Furthermore, the
Agent and the Lender hereby waives any right to exercise any remedy available
under the provisions of any of the Loan Documents solely as a result of any
Default or Event of Default hereinabove waived.
2.02 Limitation on Waiver. The scope of the waiver set forth
in Section 2.1 is expressly limited to its terms and does not extend to any
other or future breaches, Defaults, violations or Events of Default under the
Agreement or any other Loan Document.
ARTICLE III.
AMENDMENTS
The Borrower and the Lender hereby amend the Agreement in the following
particulars:
3.01 Amendment of Section 1.2 Section 1.2 of the Agreement is hereby
amended as follows:
The following definitions are added or amended to read as follows:
"Applicable Margin" shall mean as to each LIBO Rate Loan, the following:
Borrowing Base LIBO Rate Loan LIBO Rate Loan
Utilization Applicable Margin Applicable Margin
(while Tranche B (without Tranche B)
is outstanding)
equal to or greater two and three-fourths two and one-fourth
than 75% of percent (2-3/4%) percent (2-1/4%)
Borrowing Base
less than 75% but greater two and three-fourths two percent (2%)
than 50% of Borrowing percent (2-3/4%)
Base
less than or equal to two and three-fourths one and three-fourths
50% of Borrowing Base percent (2-3/4%) percent (1-3/4%),
with the Borrowing Base Utilization and the corresponding LIBO
Rate being set at the close of each calendar quarter for the
next calendar quarter. The Borrower shall furnish to the
Agent, within five (5) days of the end of each calendar
quarter, a Borrowing Base Utilization Certificate,
substantially in the form attached as Exhibit IV to this
Agreement, which shall stipulate the Borrowing Base
Utilization level at the end of such quarter."
3
"Base Rate" shall mean the interest rate announced or
published by the Lender from time to time as its general
reference rate of interest, which Base Rate shall change upon
any change in such announced or published general reference
interest rate and which Base Rate may not be the lowest
interest rate charged by the Lender.
"Commitment Amount" shall mean 100% as to First Chicago.
"EBITDA" shall mean, annualized on a quarterly basis, Net
Income for such period, plus Interest Expense, federal and
state income taxes, depreciation, amortization, and other
non-cash expenses, including non-cash unearned compensation
expenses for such period deducted in the determination of Net
Income for such period.
"Engineering Fee" shall mean each fee payable to the Agent by
the Borrower pursuant to Section 2.26.
"Floating Rate" shall mean an interest rate per annum equal to
the Base Rate from time to time in effect, plus one-half
percent (1/2%) so long as Tranche B is outstanding and Base
Rate when Tranche B has been paid in full, but in no event
exceeding the Highest Lawful Rate.
"Tranche A" shall mean the currently existing revolving line
of credit with a Borrowing Base of $9,000,000.
"Tranche B" shall mean a Loan of $3,000,000 with a maturity of
August 31, 1999.
3.02 Amendment of Section 2.1(a). Section 2.1(a) of
the Agreement is amended to add the following sentence:
"2.1 Revolving Line of Credit. (a).......... The Loans
made under this Section 2.1 are Tranche A Loans."
3.03 Addition of Section 2.5(a). Section 2.5(a)
shall be added to the Agreement as follows:
"2.5(a) Tranche B Loans. Tranche B is in the amount of
$3,000,000. Accrued and unpaid interest on the Tranche B Loans
shall bear interest at the same rate as Tranche A Loans and
shall be payable on the same dates as Tranche A Loans. The
Borrower shall pay to the Lender 75% of the proceeds of all
sales of Oil and Gas Properties to permanently reduce the
Tranche B Loan and such payments shall be made on the date the
sales of such Oil and Gas Properties are made. In addition,
any cash proceeds from the sale of equity, other refinancings
and other non-core asset sales will be required to permanently
reduce outstandings under Tranche B Loans. All accrued and
unpaid interest and all principal then due and owing shall be
due and payable on August 31, 1999."
3.04 Amendment of Section 2.9(a). Section 2.9(a) of
the Agreement is amended to read as follows:
"2.9 Borrowing Base Determinations. (a).The Borrowing Base
as of the date of this First Amendment is acknowledged by
the Borrower and the Lender to be $9,000,000. Commencing on
May 1, 1999, and continuing thereafter on the first day of
each calendar month until the date such amount is redetermined
or the Commitment Termination Date, the Scheduled Reduction
Amount shall be $400,000."
4
3.05 Amendment of Section 2.26. Section 2.26 shall be
added to the Agreement to read as follows:
"2.26 Engineering Fee. In addition to interest on the Note as
provided herein and all other fees payable under and to
compensate the Agent for the costs of evaluating the Mortgaged
Properties and reviewing the Reserve Reports, the Borrower
shall pay to the Agent, in immediately available funds, on the
date of each redetermination of the Borrowing Base, an
engineering fee in the amount of $2,500."
3.06 Amendment of Section 5.2. Section 5.2(a) of the
Agreement is amended to read as follows:
5.2 Monthly Financial Statements; Compliance Certificates.
Commencing with the fiscal month beginning April 1, 1999,
deliver to the Agent and each Lender, (a) on or before the
30th day after the close of each monthly period of each fiscal
year of the Borrower, a copy of the unaudited consolidated and
consolidating Financial Statements of the Borrower and its
consolidated Subsidiaries as at the close of such monthly
period and from the beginning of such fiscal year to the end
of such period, such Financial Statements to be certified by a
Responsible Officer of the Borrower as having been prepared in
accordance with GAAP consistently applied and as a fair
presentation of the condition of the Borrower, subject to
changes resulting from normal year-end audit adjustments, and
(b) on or before the 30th day after the close of each monthly
period and on or before the 120th day after the close of each
fiscal year, a Compliance Certificate in the form of Exhibit
III hereto signed by a Responsible Officer of the Borrower."
3.07 Amendment of Section 9.3(a). Section 9.3(a) of
the Agreement is amended to read as follows:
"9.3 Notices and Other Communications.
(a) if to Agent or First Chicago in its capacity as a
Lender:
The First National Bank of Chicago
One First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
(b) with a copy to:
The First National Bank of Chicago/
Bank One, Texas, N.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇, Energy Group, 6th Floor
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
3.08 Amendment of Section 6.14. Section 6.14 of the
Agreement is amended to read as follows:
5
"6.14 Tangible Net Worth. Permit Tangible Net Worth as of the
close of any fiscal quarter of Edge Petroleum Corporation to
be less than 90% of the Tangible Net Worth as of December 31,
1998, plus 50% of positive Net Income and 100% of other
increases in equity for all fiscal quarters ending subsequent
to December 31, 1998."
3.09 Deletion of Section 6.15 and 6.16. Section 6.15
Cash Flow Coverage and Section 6.16 EBIT to Interest Expense Ratio are hereby
deleted from the Agreement.
3.10 Addition of Section 6.17. Section 6.17 is added to
the Agreement to read as follows:
"6.17 Fixed Charge Coverage. Permit, as of the close of any
fiscal quarter beginning June 30, 1999, of Edge Petroleum
Corporation, the ratio of annualized EBITDA to annualized
Interest Expense, plus 50% of quarter end loan outstandings to
be less than 1.25 to 1.00."
3.11 Amendment of Exhibits to Agreement. (a) Exhibit I, i.e.
the Form of Promissory Note, is replaced by Exhibit I attached hereto and the
Promissory Note payable to Compass Bank is hereby deleted; (b) Exhibit II, i.e.
the Form of Borrowing Request, is replaced by Exhibit II attached hereto; (c)
Exhibit III, i.e. the Form of Compliance Certificate, is replaced by Exhibit III
attached hereto; and (d) Exhibit IV, i.e. the Form of Borrowing Base Utilization
Certificate, is replaced by Exhibit IV attached hereto.
3.12 Global Deletion of EBIT. The term "EBIT" is deleted from
the Agreement and in its place is substituted the term "EBITDA".
3.13 Global Deletion of Index Rate. The term "Index Rate" is
deleted from the Agreement and in its place is substituted the term "Base Rate".
3.14 Global Deletion of Compass Bank. The term
"Compass Bank" is deleted from the Agreement.
ARTICLE IV.
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:
4.01 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 Lender:
(a) multiple counterparts of this First Amendment and the
Note, as requested by the Agent;
(b) Notice of Final Agreement; and
(c) such other agreements, documents, items, instruments,
opinions, certificates, waivers, consents, and evidence as the
Lender may reasonably request.
4.02 Accuracy of Representations and Warranties. The
representations and warranties contained in Article IV of the Agreement and this
First Amendment shall be true and correct.
4.03 Matters Satisfactory to Agent and the Lender. All matters
incident to the consummation of the transactions contemplated hereby shall be
satisfactory to the Agent and the Lender.
6
ARTICLE V.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly re-makes, in favor of the Agent
and 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 VI.
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 First Amendment.
ARTICLE VII.
MISCELLANEOUS
7.01 Scope of Amendment. The scope of this First Amendment is
expressly limited to the matters addressed herein and this First 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
First Amendment.
7.02 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 First Amendment.
7.03 Parties in Interest. All provisions of this First
Amendment shall be binding upon and shall inure to the benefit of the Borrower,
the Lender and their respective successors and assigns.
7.04 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.
7.05 ENTIRE AGREEMENT. THIS FIRST AMENDMENT CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF
AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH
PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS FIRST
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.
7.06 GOVERNING LAW. THIS FIRST 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.
7.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO, OR FROM THIS FIRST AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY
BE LITIGATED IN COURTS HAVING SITUS IN ▇▇▇▇▇▇ COUNTY, TEXAS. EACH OF THE
BORROWER AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE,
OR FEDERAL COURT LOCATED IN ▇▇▇▇▇▇ 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.
8
IN WITNESS WHEREOF, this First Amendment to Credit Agreement
is executed effective the date first hereinabove written.
BORROWER:
EDGE PETROLEUM CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
EDGE PETROLEUM EXPLORATION
COMPANY
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
LENDER AND AGENT:
THE FIRST NATIONAL BANK OF CHICAGO
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
9
EXHIBIT I
[FORM OF NOTE]
PROMISSORY NOTE
$100,000,000 Houston, Texas March 1, 1999
FOR VALUE RECEIVED and WITHOUT GRACE, the undersigned
("Maker", whether one or more, and if more than one, with the obligation of such
parties hereunder being joint and several in all respects) promises to pay to
the order of THE FIRST NATIONAL BANK OF CHICAGO ("Payee"), at the principal
banking quarters of The First National Bank of Chicago in Chicago, ▇▇▇▇ County,
Illinois, the sum of ONE HUNDRED MILLION DOLLARS ($100,000,000), or so much
thereof as may be advanced against this Note pursuant to the Amended and
Restated Credit Agreement dated April 1, 1998 by and between Maker and Payee and
others (as amended, supplemented, restated or otherwise modified from time to
time, the "Credit Agreement"), together with interest at the rates and
calculated as provided in the Credit Agreement.
Reference is hereby made to the Credit Agreement for matters
governed thereby, including, without limitation, certain events which will
entitle the holder hereof to accelerate the maturity of all amounts due
hereunder. Capitalized terms used but not defined in this Note shall have the
respective meanings assigned to such terms in the Credit Agreement.
This Note is issued pursuant to, is a "Note" under, and is
payable as provided in the Credit Agreement. Subject to compliance with
applicable provisions of the Credit Agreement, Maker may at any time pay the
full amount or any part of this Note without the payment of any premium or fee,
but such payment shall not, until this Note is fully paid and satisfied, excuse
the payment as it becomes due of any payment on this Note provided for in the
Credit Agreement.
Without being limited thereto or thereby, this Note is
secured by the Security Instruments.
This Note is given in part in renewal, extension, and
modification, but not in discharge or novation, of that certain Promissory Note
dated July 11, 1995 in the face amount of up to $20,000,000 made by Edge Joint
Venture II, predecessor to Edge Petroleum Exploration Company, and payable to
Compass Bank and Promissory Note dated April 1, 1998, in the face amount of up
to $25,000,000 made by Edge Petroleum Corporation and Edge Petroleum Exploration
Corporation and payable to The First National Bank of Chicago.
THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE
STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO
CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL STATUTES, ARTICLE
5069, CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.
MAKER:
EDGE PETROLEUM CORPORATION
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
EDGE PETROLEUM EXPLORATION COMPANY
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
EXHIBIT II
[FORM OF BORROWING REQUEST]
-----------------, -------
The First National Bank of Chicago
One First National ▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Re: Amended and Restated Credit Agreement dated as of April 1,
1998, as amended by First Amendment dated as of March 1, 1999,
by and among Edge Petroleum Corporation and Edge Petroleum
Exploration Company, as Borrower, The First National Bank of
Chicago, as Agent and a Lender, and the additional Lenders
party thereto from time to time (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit
Agreement")
Ladies and Gentlemen:
Pursuant to the Credit Agreement, the Borrower hereby makes
the requests indicated below:
[ ] 1. Loans
(a) Amount of new Loan: $
(b) Requested funding date: , 19
(c) $ of such Loan is to be a Floating Rate Loan;
$________________ of such Loan is to be a LIBO Rate Loan.
(d) Requested Interest Period for LIBO Rate Loan: ____ months.
[ } 2. Continuation or conversion of LIBO Rate Loan maturing on :
(a) Amount to be continued as a LIBO Rate Loan is $__________,
with an Interest Period of months;
(b) Amount to be converted to a Floating Rate Loan is $_________;
and
[ ] 3. Conversion of Floating Rate Loan:
(a) Requested conversion date:_______, 19_____.
(b) Amount to be converted to a LIBO Rate Loan is $____________ ,
with an Interest Period of _____ months.
The undersigned certifies that [s]he is the [ ] of the
Borrower, has obtained all consents necessary, and as such [s]he is authorized
to execute this request on behalf of the Borrower. The undersigned further
certifies, represents, and warrants on behalf of the Borrower that the Borrower
is entitled to receive the requested borrowing, continuation, or conversion
under the terms and conditions of the Credit Agreement.
Each capitalized term used but not defined herein shall have
the meaning assigned to such term in the Credit Agreement.
Very truly yours,
EDGE PETROLEUM CORPORATION
By:________________________
Printed Name:______________
Title:_____________________
EDGE PETROLEUM EXPLORATION
COMPANY
By:________________________
Printed Name:______________
Title:_____________________
EXHIBIT III
[FORM OF COMPLIANCE CERTIFICATE]
________, 19____
The First National Bank of Chicago
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Energy Group, 6th Floor
Re: Amended and Restated Credit Agreement dated as of April 1,
1998, as amended by First Amendment dated as of March 1, 1999,
by and among Edge Petroleum Corporation and Edge Petroleum
Exploration Company, as Borrower, The First National Bank of
Chicago, as Agent and a Lender, and the additional Lenders
party thereto from time to time (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit
Agreement")
Ladies and Gentlemen:
Pursuant to applicable requirements of the Credit Agreement,
the undersigned, as a Responsible Officer of the Borrower hereby certify to you
the following information as true and correct as of the date hereof or for the
period indicated, as the case may be:
[1. To the best of the knowledge of the undersigned, no Default
or Event of Default exists as of the date hereof or has occurred since
the date of our previous certification to you, if any.]
[1. To the best of the knowledge of the undersigned, the following
Defaults or Events of Default exist as of the date hereof or have
occurred since the date of our previous certification to you, if any,
and the actions set forth below are being taken to remedy such
circumstances:]
2. The compliance of the Borrower with the financial covenants of the
Credit Agreement, as of the close of business on , is evidenced by the
following:
[Set forth in reasonable detail the calculations required to establish
that Borrower was in compliance with the following Sections].
(a) Section 6.14 Tangible Net Worth. Permit Tangible Net Worth as of
the close of any fiscal quarter of Edge Petroleum Corporation to be
less than 90% of the Tangible Net Worth as of December 31, 1998, plus
50% of positive Net Income and 100% of other increases in equity for
all fiscal quarters ending subsequent to December 31, 1998.
Required Actual
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Required as of the last quarter, Plus 100% of equity raised,
Plus 50% of Net Income equals current Required Tangible Net
Worth
(b) Section 6.17 Fixed Charge Coverage. Permit, as of the close of
any fiscal quarter of Edge Petroleum Corporation, the ratio of
EBITDA to Interest Expense, plus 50% of quarter end loan
outstandings to be less than 1.25 to 1.00.
Actual
------
3. No Material Adverse Effect has occurred since the date of the
Financial Statements dated as of_________.
Each capitalized term used but not defined herein shall have
the meaning assigned to such term in the Credit Agreement.
Very truly yours,
EDGE PETROLEUM CORPORATION
By:
Printed Name:
Title:
EDGE PETROLEUM EXPLORATION
COMPANY
By:
Printed Name:
Title:
EXHIBIT IV
[FORM OF BORROWING BASE UTILIZATION CERTIFICATE]
The First National Bank of Chicago
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Attention: Energy Group, 6th Floor
Re: Amended and Restated Credit Agreement dated as of April 1,
1998, as amended by First Amendment dated as of March 1, 1999,
by and among Edge Petroleum Corporation and Edge Petroleum
Exploration Company, as Borrower, The First National Bank of
Chicago, as Agent and a Lender, and the additional Lenders
party thereto from time to time (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit
Agreement")
Ladies and Gentlemen:
Pursuant to applicable requirements of the Credit Agreement, the
undersigned, as a Responsible Officer of the Borrower, hereby certify to you the
following information as true and correct as of the date hereof or for the
period indicated, as the case may be:
To the best knowledge of the undersigned, the Borrowing Base
Utilization, as described in the definition of Applicable Margin, for the
quarter ending __________, 19__, was as follows, and the LIBO Rate Loan
Applicable Margin for the following quarter is as follows:
Borrowing Base LIBO Rate Loan LIBO Rate Loan
Utilization Applicable Margin Applicable Margin
(while Tranche B (without Tranche B)
is outstanding)
equal to or greater two and three-fourths two and one-fourth
than 75% of percent (2-3/4%) percent (2-1/4%)
Borrowing Base
less than 75% but greater two and three-fourths two percent (2%)
than 50% of Borrowing percent (2-3/4%)
Base
less than or equal to two and three-fourths one and three-fourths
50% of Borrowing Base percent (2-3/4%) percent (1-3/4%)
[only one of the above categories to be shown]
To the best knowledge of the undersigned, the Borrowing Base
Utilization for the quarter ending __________, 19__, was as follows and the
Commitment Fee, as described in Section 2.10 of the Credit Agreement for the
following quarter is as follows:
Borrowing Base
Utilization Commitment Fee
-------------- -----------------------
greater than 50% one-half percent (1/2%)
of Borrowing Base
less than or equal to 50% three-eighths percent (3/8%)
of Borrowing Base
[only one of the above categories to be shown]
Each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Credit Agreement.
Very truly yours,
EDGE PETROLEUM CORPORATION
By:_______________________
Printed Name:_____________
Title:____________________
EDGE PETROLEUM EXPLORATION
COMPANY
By:_______________________
Printed Name:_____________
Title:____________________
