**Exhibit 4.9**

** **

**AMENDMENT NO. 1**

 

This AMENDMENT NO. 1 (the“Agreement”) dated as of July 11, 2007 (the “Effective Date”) is amongEdge Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders(as defined below) and Union Bank of California, N.A., as administrative agentfor such Lenders (in such capacity, the “Administrative Agent”) and as issuinglender (in such capacity, the “Issuing Lender”).

 

**RECITALS**

 

A.             The Borrower is party to that certain FourthAmended and Restated Credit Agreement dated as of January 31, 2007 (asamended, modified or supplemented from time to time, the “Credit Agreement”),among the Borrower, the financial institutions party thereto from time to time(the “Lenders”), the Issuing Lender and the Administrative Agent.

 

B.             In connection with such Credit Agreement,(i) Edge Petroleum Exploration Company (“Edge Exploration”),(ii) Edge Petroleum Operating Company, Inc. (“Edge Operating”),(iii) Edge Petroleum Production Company (“Edge Production”), (iv) MillerExploration Company (“Miller Exploration”), (v) Miller Oil Corporation(together with Edge Exploration, Edge Operating, Edge Production and MillerExploration, the “Guarantors”) executed and delivered a Guaranty dated as ofJanuary 31, 2007 (the “Guaranty”) in favor of the Administrative Agent forthe benefit of itself, the Issuing Lender and the Lenders.

 

C.             The Borrower proposes to issue certain seniorunsecured notes in a public offering and sale (the “Bond Issuance”) and to usea portion of the proceeds of such Bond Issuance to repay a portion of theObligations (as defined in the Credit Agreement).

 

D.             Pursuant the Credit Agreement, the BondIssuance would cause the Borrower to incur Debt (as defined in the CreditAgreement) that is not permitted under Section 6.02 of the CreditAgreement without the prior consent of the Required Lenders (as defined in theCredit Agreement).

 

E.             The Borrower, the Guarantors, the Lenders, theAdministrative Agent and the Issuing Lender wish to, subject to the terms andconditions of this Agreement, (i) consent to the Bond Issuance and theincurrence of Debt in connection therewith, (ii) provide for a waiver ofcertain Events of Default, and (iii) make certain amendments to the CreditAgreement as provided herein.

 

THEREFORE, the Borrower, the Guarantors, the Lenders, theAdministrative Agent and the Issuing Lender hereby agree as follows:

 

**Section 1.              DefinedTerms.**  As used in this Agreement, each of the termsdefined in the opening paragraph and the Recitals above shall have the meaningsassigned to such terms therein.  Eachterm defined in the Credit Agreement and used herein without definition shall 

 

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havethe meaning assigned to such term in the Credit Agreement, unless expresslyprovided to the contrary.

 

**Section 2.             ****Other Definitional Provisions****.**Article, Section, Schedule, andExhibit references are to Articles and Sections of and Schedules andExhibits to this Agreement, 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, andotherwise modified from time to time, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder”and words of similar import when used in this Agreement shall refer to thisAgreement as a whole and not to any particular provision of thisAgreement.  The term “including” means“including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter ofconvenience for reference only and it is agreed that such paragraph headingsare not a part of this Agreement and shall not be used in the interpretation ofany provision of this Agreement.

 

**Section 3.             ****Consent****. **Subject to the terms of thisAgreement, the Administrative Agent and theLenders hereby consent to the Bond Issuance and the incurrence of Debt by theBorrower in connection therewith; provided that such Debt (a) is inan aggregate principal amount not to exceed $250,000,000; (b) shall have(i) a non-default interest rate that is no higher than 10.0% per annum,(ii) a scheduled maturity date that is no earlier than April 15,2011, (iii) covenants and restrictions that are no more restrictive in anymaterial respect than those set forth in the Credit Agreement and the otherLoan Documents, (iv) no restriction on the ability of the Borrower or anyof its Subsidiaries to amend, modify or otherwise supplement the CreditAgreement or the other Loan Documents, (v) no Lien securing such Debt,(vi) no restriction on the ability of the Borrower or any of itsSubsidiaries to guarantee the Obligations or pledge assets as collateralsecurity for the Obligations, (vii) a bullet repayment and not provide forscheduled amortization or mandatory prepayments (other than amortizationresulting from any mandatory prepayments required in respect of such Debt inconnection with the occurrence of an event of default under such Debt, a changeof control of the issuer (including a disposition of all or substantially allof the assets of the Borrower and its Subsidiaries, a liquidation ordissolution of the Borrower, or any event constituting a Change of Control oran asset sale by the issuer or a Subsidiary thereof) and (viii) a closingdate of not later than December 31, 2007; (c) shall not otherwisecause the occurrence of a Default or Event of Default after giving effect tothe issuance of such Debt; and (d) may be guaranteed by the Subsidiariesof the Borrower, provided that no Lien secures such guarantees and such Subsidiariesare Obligors.

 

**Section 4.              Waiver. **The Borrower hereby acknowledges the existence of an Event of Default(the “Existing Default”) under Section 6.14 of the Credit Agreement, whichEvent of Default is the result of the Borrower entering into of Hedge Contractslonger than the two-year maximum tenor provided for in such Section 6.14(which limit is being amended as described below).  The Lenders hereby agree, subject to theterms and conditions of this Agreement, to waive the Existing Default. Thewaiver by the Lenders described in this Section 4 is contingent upon thesatisfaction of the conditions precedent set forth below and is limited to theExisting Default.  Such waiver shall notbe construed to be a consent to or a permanent waiver of the Sections coveredby the Existing Default or any other terms, provisions, covenants, warrantiesor agreements contained in the Credit Agreement or in any of the other LoanDocuments.  The Lenders reserve the rightto exercise any rights and remedies available to them in connection 

 

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withany other present or future defaults with respect to the Credit Agreement orany other provision of any Loan Document. The descriptions herein of the Existing Default are based upon theinformation provided to the Lenders on or prior to the date hereof and shallnot be deemed to exclude the existence of any other Defaults or Events ofDefault.  The failure of the Lenders togive notice to the Borrower or the Guarantors of any such other Defaults orEvents of Default is not intended to be nor shall be a waiver thereof.  The Borrower hereby agrees and acknowledgesthat the Lenders require and will require strict performance by the Borrower ofall of its obligations, agreements and covenants contained in the CreditAgreement, as amended hereby, and the other Loan Documents, and no inaction oraction regarding any Default or Event of Default is intended to be or shall bea waiver thereof.

 

**Section 5.              Amendmentsto Credit Agreement**.

 

(a)           Section 1.01 of the CreditAgreement is hereby amended by adding the following new term in alphabeticalorder:

 

“AmendmentNo. 1 Effective Date” means July 11, 2007.

 

(b)           Section 6.14 of the CreditAgreement is hereby amended by deleting the Section in its entirety andreplacing it with the following:

 

Section 6.14   Limitation on Speculative Hedging.  The Borrower shall not, nor shall it permitany of its Subsidiaries to, (a) purchase, assume, or hold a speculativeposition in any commodities market or futures market or enter into any HedgeContract for speculative purposes or (b) be party to or otherwise enterinto any Hydrocarbon Hedge Agreement, Interest Hedge Agreement, or any otherHedge Contract that (i) is entered into for reasons other than as a partof its normal business operations as a risk management strategy and/or hedgeagainst changes resulting from market conditions related to the Borrower’soperations, (ii) covers notional volumes in excess of the greater of(A) 80% of the anticipated production volumes attributable to Proven Reservesof the Borrower and its Subsidiaries which are categorized as “proved,developed and producing” during the period such hedge arrangement is in effector (B) 50% of the anticipated production volumes attributable to totalProven Reserves during the period such hedge arrangement is in effect, each asshown on its most recently delivered Engineering Report, (iii) is longerthan three years in duration, or (iv) except as consented to by theAdministrative Agent, is with a counterparty or has a guarantor of the obligationof the counterparty who (unless such counterparty is a Lender Party or one ofits Affiliates) at the time the contract is made does not have long-termobligations rated BBB or Baa2 or better, respectively, by eitherStandard & Poor’s Ratings Group or Moody’s InvestorsService, Inc., or is an investment grade-rated industry participant.  Notwithstanding the foregoing, the existenceof the Hedge Contracts in effect on the Amendment No. 1 Effective Date (“ExistingHedge Contracts”) shall not be considered a violation of this Section 6.14(it being understood, however, that in determining compliance with 

 

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the foregoing requirements (including withoutlimitation, the percentage of volumes hedged) in connection with any HedgeContracts proposed to be entered into after the date of this Agreement, boththe Existing Hedge Contracts and all other Hedge Contracts existing after thedate of this Agreement shall be considered).

 

**Section 6.              Borrowing Base and ConfirmingBorrowing Base Redetermination.**

 

(a)           Borrowing Base.  Subject to the provisions of this Agreement,the Lenders and the Borrower hereby agree that immediately following theclosing of the Bond Issuance, the Borrowing Base shall automatically reduce to$200,000,000.  Such redeterminedBorrowing Base shall remain in effect until the immediately followingredetermination made pursuant to Credit Agreement, as amended hereby.  If a Borrowing Base deficiency is created bysuch reduction, the Borrower hereby agrees that, notwithstanding anythingcontained in the Credit Agreement to the contrary, such deficiency shall beeliminated on the date of the closing of the Bond Issuance by making paymentson the Advances and, if necessary, cash collateralizing Letters of Credit.

 

(b)           Conforming Borrowing Base.  Subject to the provisions of this Agreement,the Lenders and the Borrower hereby agree that immediately following theclosing of the Bond Issuance, it is the intent of the parties that there willno longer be have both a Borrowing Base and a Conforming Borrowing Base, and(i) the Borrower shall not be permitted to request and the Lenders shallno longer approve a separate Borrowing Base and Conforming Borrowing Base and(ii) the Borrowing Base as determined pursuant to Section 2.02 of theCredit Agreement shall also be the Conforming Borrowing Base.

 

**Section 7.             ****Borrower Representations andWarranties****.**  TheBorrower represents and warrants that: (a) the representations andwarranties contained in the Credit Agreement, as amended hereby, and therepresentations and warranties contained in the other Loan Documents, are trueand correct in all material respects on and as of the Effective Date as if madeon as and as of such date except to the extent that any such representation orwarranty expressly relates solely to an earlier date, in which case suchrepresentation or warranty is true and correct in all material respects as ofsuch earlier date; (b) after giving effect to this Agreement, no Defaulthas occurred and is continuing; (c) the execution, delivery and performanceof this Agreement are within the corporate power and authority of the Borrowerand have been duly authorized by appropriate corporate and governing action andproceedings; (d) this Agreement constitutes the legal, valid, and bindingobligation of the Borrower enforceable in accordance with its terms, except aslimited by applicable bankruptcy, insolvency, reorganization, moratorium, orsimilar laws affecting the rights of creditors generally and general principlesof 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 Agreement; and (f) theLiens under the Security Documents are valid and subsisting and secure theBorrower’s obligations under the Loan Documents.

 

**Section 8.             ****Guarantors Representationsand Warranties**.  Each Guarantor represents and warrants that:(a) after giving effect to the terms of this Agreement, the 

 

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representationsand warranties contained in their respective Guaranties and the representationsand warranties contained in the other Loan Documents are true and correct inall material respects on and as of the Effective Date as if made on as and asof such date; (b) after giving effect to the terms of this Agreement, noDefault has occurred and is continuing; (c) the execution, delivery andperformance of this Agreement are within the corporate power and authority ofsuch Guarantor and have been duly authorized by appropriate corporate actionand proceedings; (d) this Agreement constitutes the legal, valid, andbinding obligation of such Guarantor enforceable in accordance with theirrespective terms, except as limited by applicable bankruptcy, insolvency,reorganization, moratorium, or similar laws affecting the rights of creditorsgenerally and general principles of equity; (e) there are no governmentalor other third party consents, licenses and approvals required in connectionwith the execution, delivery, performance, validity and enforceability of thisAgreement; (f) it has no defenses to the enforcement of the Guaranty; and(g) the Liens under the Security Instruments are valid and subsisting andsecure such Guarantor’s obligations under the Loan Documents.

 

**Section 9.             ****Conditions to Effectiveness****.**  ThisAgreement shall become effective on the Effective Date and enforceable againstthe parties hereto upon the occurrence of the following conditions precedent:

 

(a)           The Administrative Agent shall have received multipleoriginal counterparts, as requested by the Administrative Agent, of thisAgreement duly and validly executed and delivered by duly authorized officersof the Borrower, the Guarantors, the Administrative Agent, the Issuing Lenderand the Lenders.

 

(b)           The Administrative Agent shall have received acertificate, dated the Effective Date and executed by a Responsible Officer ofthe Borrower, which shall (1) certify that the resolutions of thegoverning body of the Borrower and each Guarantor attached as Exhibit C tothe “Certificate of Secretary” dated January 31, 2007, and delivered inconnection with the Credit Agreement (the “Secretary’s Certificate”), have notbeen amended and are in full force and effect, (2) certify that theorganizational documents of the Borrower and each Guarantor attached asExhibits A and B to the Secretary’s Certificate delivered in connection withthe Credit Agreement, have not been amended and are in full force and effect,and (3) all other documents evidencing other necessary corporate actionand governmental approvals, if any, with respect to this Agreement.

 

(c)           After giving effect to this Agreement, no Default shallhave occurred and be continuing as of the Effective Date.

 

(d)           The representations and warranties in this Agreement shallbe true and correct in all material respects.

 

(e)           The Borrower shall have paid all costs and expenses whichhave been invoiced and are payable pursuant to Section 9.03 of the CreditAgreement.

 

**Section 10.           ****Acknowledgments andAgreements****.**

 

(f)            The Borrower acknowledges that on the date hereof allObligations are payable without defense, offset, counterclaim or recoupment.

 

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(g)           The Administrative Agent, the Issuing Lender and theLenders hereby expressly reserve all of their rights, remedies, and claimsunder the Loan Documents.  Other than asexpressly provided in Section 4 above, nothing in this Agreement shallconstitute a waiver or relinquishment of (i) any Default or Event ofDefault under any of the Loan Documents, (ii) any of the agreements, termsor conditions contained in any of the Loan Documents, (iii) any rights orremedies of the Administrative Agent, the Issuing Lender or any Lender withrespect to the Loan Documents or (iv) the rights of the AdministrativeAgent, the Issuing Lender or any Lender to collect the full amounts owing tothem under the Loan Documents.

 

(h)           Each of the Borrower, the Guarantors, the AdministrativeAgent, the Issuing Lender and the Lenders does hereby adopt, ratify, andconfirm the Credit Agreement, as amended hereby, and acknowledges and agreesthat the Credit Agreement, as amended hereby, is and remains in full force andeffect, and the Borrower and the Guarantors acknowledge and agree that theirrespective liabilities and obligations under the Credit Agreement, as amendedhereby, are not impaired in any respect by this Agreement.

 

(i)            From and after the Effective Date, all references to theCredit Agreement and the Loan Documents shall mean such Credit Agreement andsuch Loan Documents as amended by this Agreement.

 

(j)            This Agreement is a Loan Document for the purposes of theprovisions of the other Loan Documents. Without limiting the foregoing, any breach of representations,warranties, and covenants under this Agreement shall be a Default or Event ofDefault, as applicable, under the Credit Agreement.

 

**Section 11.           ****Reaffirmation of theGuaranty**.  Each Guarantor hereby ratifies, confirms,acknowledges and agrees that its obligations under the Guaranty are in fullforce and effect and that such Guarantor continues to unconditionally andirrevocably guarantee the full and punctual payment, when due, whether atstated maturity or earlier by acceleration or otherwise, all of the GuaranteedObligations (as defined in the Guaranty), as such Guaranteed Obligations mayhave been amended by this Agreement, and its execution and delivery of thisAgreement does not indicate or establish an approval or consent requirement bysuch Guarantor under the Guaranty in connection with the execution and deliveryof amendments to the Credit Agreement, the Notes or any of the other LoanDocuments.

 

**Section 12.            Counterparts.**  ThisAgreement may be signed in any number of counterparts, each of which shall bean original and all of which, taken together, constitute a singleinstrument.  This Agreement may be executedby facsimile signature and all such signatures shall be effective as originals.

 

**Section 13.            Successorsand Assigns.**  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns permitted pursuant to the Credit Agreement.

 

**Section 14.            Invalidity.**  Inthe event that any one or more of the provisions contained in this Agreementshall for any reason be held invalid, illegal or unenforceable in any respect, 

 

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suchinvalidity, illegality or unenforceability shall not affect any other provisionof this Agreement.

 

**Section 15.            GoverningLaw.**  This Agreement shall be deemed to be acontract made under and shall be governed by and construed in accordance withthe laws of the State of Texas.

 

**Section 16.           ****Entire Agreement****. **THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THENOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONGTHE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANYPRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

 

**THERE ARE NO UNWRITTENORAL AGREEMENTS AMONG THE PARTIES.**

 

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EXECUTED effective as of thedate first above written.

 
| BORROWER: | **EDGE PETROLEUM CORPORATION** |
|-----------|--------------------------------|
|      | ** **                     |
|      |                           |   |
|      |                           |   |
|      | By:                            | /s/ MICHAEL G. LONG |
|      | Name:                          | MICHAEL G. LONG |
|      | Title:                         |   Executive V.P. & CFO |
|           |                                |  |  |  |

 

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| GUARANTORS: | **EDGE PETROLEUM EXPLORATION COMPANY**     |
|-------------|--------------------------------------------|
|        | ** **                                 |
|        |                                       |   |
|        |                                       |   |
|        | By:                                        | /s/ MICHAEL G. LONG |
|        | Name:                                      | MICHAEL G. LONG |
|        | Title:                                     |   Executive V.P. & CFO |
|        |                                       |
|        |                                       |
|        | **EDGE PETROLEUM OPERATING COMPANY, INC.** |
|        |                                       |   |
|        |                                       |   |
|        | By:                                        | /s/ MICHAEL G. LONG |
|        | Name:                                      | MICHAEL G. LONG |
|        | Title:                                     |   Executive V.P. & CFO |
|        | ** **                                 |
|        | ** **                                 |
|        | **EDGE PETROLEUM PRODUCTION COMPANY**      |
|        | ** **                                 |
|        |                                       |   |
|        |                                       |   |
|        | By:                                        | /s/ MICHAEL G. LONG |
|        | Name:                                      | MICHAEL G. LONG |
|        | Title:                                     |   Executive V.P. & CFO |
|        | ** **                                 |
|        | ** **                                 |
|        | **MILLER EXPLORATION COMPANY**             |
|        | ** **                                 |
|        |                                       |   |
|        |                                       |   |
|        | By:                                        | /s/ MICHAEL G. LONG |
|        | Name:                                      | MICHAEL G. LONG |
|        | Title:                                     |   Executive V.P. & CFO |
|        | ** **                                 |
|        | ** **                                 |
|        | **MILLER OIL CORPORATION**                 |
|        | ** **                                 |
|        |                                       |   |
|        |                                       |   |
|        | By:                                        | /s/ MICHAEL G. LONG |
|        | Name:                                      | MICHAEL G. LONG |
|        | Title:                                     |   Executive V.P. & CFO |
|             |                                            |  |  |  |

 

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| ADMINISTRATIVE AGENT/  |                                                 |
|------------------------|------------------------------------------------------|
| ISSUING LENDER/LENDER: | ** **                                           |
|                   | **UNION BANK OF CALIFORNIA, N.A.,**                  |
|                   | as Administrative Agent, Issuing Lender and a Lender |
|                   |                                                 |   |
|                   |                                                 |   |
|                   | By:                                                  | /s/ DAMIEN G. MEIBURGER |
|                   | Name:                                                | DAMIEN G. MEIBURGER |
|                   | Title:                                               |   Senior Vice President |
|                        |                                                      |  |  |  |

 

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| LENDERS: | **JPMORGAN CHASE BANK, N.A.**, |
|----------|--------------------------------|
|     | as a Lender                    |
|     |                           |   |
|     |                           |   |
|     | By:                            | /s/ JO LINDA  PAPADAKIS |
|     | Name:                          | JO LINDA  PAPADAKIS |
|     | Title:                         | Vice  President |
|          |                                |  |  |  |

 

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|   | **SUNTRUST BANK,**as  a Lender |
|--------|--------------------------------|
|   | ** **                     |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ SEAN  ROCHE |
|   | Name:                          | SEAN ROCHE |
|   | Title:                         |   Vice  President |
|        |                                |  |  |  |

 

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|   | **MIZUHO CORPORATE BANK, LTD.**,  as a Lender |
|--------|-----------------------------------------------|
|   | ** **                                    |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           | /s/ RAYMOND  VENTURA |
|   | Name:                                         | RAYMOND  VENTURA |
|   | Title:                                        |   Deputy  General Manager |
|        |                                               |  |  |  |

 

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|   | **BNP PARIBAS**, as a  Lender |
|--------|-------------------------------|
|   | ** **                    |
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ DAVID DODD |
|   | Name:                         | DAVID DODD |
|   | Title:                        | Managing Director |
|   |                          |   |
|   | By:                           | /s/ BETSY JOCHER |
|   | Name:                         | BETSY JOCHER |
|   | Title:                        | Director |
|        |                               |  |  |  |

 

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|   | **FORTIS CAPITAL CORP.,** |
|--------|---------------------------|
|   | as a Lender               |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/ SCOTT  MYATT |
|   | Name:                     | SCOTT MYATT |
|   | Title:                    |   Vice  President |
|   |                      |   |
|   | By:                       | /s/ DEIRDRE  SANBORN |
|   | Name:                     | DEIRDRE  SANBORN |
|   | Title:                    |   Senior  Vice President |
|        |                           |  |  |  |

 

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|   | **THE FROST NATIONAL BANK**, |
|--------|------------------------------|
|   | as a Lender                  |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ ANDREW  A. MERRYMAN |
|   | Name:                        | ANDREW A.  MERRYMAN |
|   | Title:                       |   SVP |
|        |                              |  |  |  |

 

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|   | **COMPASS BANK**, as a  Lender |
|--------|--------------------------------|
|   | ** **                     |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ ADRIANNE  D. GRIFFIN |
|   | Name:                          | ADRIANNE D.  GRIFFIN |
|   | Title:                         |   Vice  President |
|        |                                |  |  |  |

 

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|   | **U.S. BANK NATIONAL ASSOCIATION,** |
|--------|-------------------------------------|
|   | as a Lender                         |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ JUSTIN  M. ALEXANDER |
|   | Name:                               | JUSTIN M.  ALEXANDER |
|   | Title:                              |   Vice  President |
|        |                                     |  |  |  |

 

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|   | **BANK OF SCOTLAND**,  as a Lender |
|--------|------------------------------------|
|   | ** **                         |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ PERCY NGAI |
|   | Name:                              | PERCY NGAI |
|   | Title:                             |   Assistant Vice President |
|        |                                    |  |  |  |

 

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**AMENDMENT NO. 2**

 

This AMENDMENT NO. 2 (the“Agreement”) dated as of December 10, 2007 (the “Effective Date”) is amongEdge Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders(as defined below) and Union Bank of California, N.A., as administrative agentfor such Lenders (in such capacity, the “Administrative Agent”) and as issuinglender (in such capacity, the “Issuing Lender”).

 

**RECITALS**

 

F.             The Borrower isparty to that certain Fourth Amended and Restated Credit Agreement dated as ofJanuary 31, 2007 (as amended, modified or supplemented from time to time,the “Credit Agreement”), among the Borrower, the financial institutions partythereto from time to time (the “Lenders”), the Issuing Lender and theAdministrative Agent.

 

G.            The Borrower and theLenders wish to, subject to the terms and conditions of this Agreement,(i) redetermine the amount of the Borrowing Base and the ConformingBorrowing Base, and (ii) make certain amendments to the Credit Agreementas provided herein.

 

THEREFORE, the Borrower, the Administrative Agent and the Lendershereby agree as follows:

 

**Section 17.            DefinedTerms.**  As used in this Agreement, each of the termsdefined in the opening paragraph and the Recitals above shall have the meaningsassigned to such terms therein.  Eachterm defined in the Credit Agreement and used herein without definition shallhave the meaning assigned to such term in the Credit Agreement, unlessexpressly provided to the contrary.

 

**Section 18.           ****Other Definitional Provisions****.**Article, Section, Schedule, and Exhibit referencesare to Articles and Sections of and Schedules and Exhibits to this Agreement,unless otherwise specified.  Allreferences to instruments, documents, contracts, and agreements are referencesto such instruments, documents, contracts, and agreements as the same may beamended, supplemented, and otherwise modified from time to time, unlessotherwise specified.  The words “hereof”,“herein”, and “hereunder” and words of similar import when used in this Agreementshall refer to this Agreement as a whole and not to any particular provision ofthis Agreement.  The term “including”means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter ofconvenience for reference only and it is agreed that such paragraph headingsare not a part of this Agreement and shall not be used in the interpretation ofany provision of this Agreement.

 

**Section 19.            Amendmentsto Credit Agreement**.

 

Section 2.02(f) ofthe Credit Agreement is hereby amended in its entirety by deleting suchSection and replacing it with the following new clause (f):

 

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(f)            For each redetermination of the Borrowing Base and theConforming Borrowing Base occurring from and after April 30, 2008, only aConforming Borrowing Base shall be determined pursuant to thisSection 2.02, and the Conforming Borrowing Base as so determined shallalso be the Borrowing Base for all purposes under this Agreement (it beingunderstood that the Borrowing Base redetermination scheduled to take place inthe spring of 2008 using the January 1, 2008 Engineering Report shall beconsidered to have occurred on April 30, 2008, or if completed later, thedate of completion thereof, and such redetermination shall be the firstscheduled Borrowing Base redetermination applicable under this Section).

 

**Section 20.            Redeterminationof Borrowing Base and Conforming Borrowing Base.**  TheBorrowing Base in effect as of the date of this Agreement has been set by theAdministrative Agent and the Lenders and acknowledged by the Borrower as $300,000,000.  The Conforming Borrowing Base in effect as ofthe date of this Agreement has been set by the Administrative Agent and theLenders and acknowledged by the Borrower as $260,000,000.  The amount of such Borrowing Base and suchConforming Borrowing Base shall remain in effect until each is redeterminedpursuant to Section 2.02 of the Credit Agreement.

 

**Section 21.           ****Borrower Representations andWarranties****.**  TheBorrower represents and warrants that: (a) the representations andwarranties contained in the Credit Agreement, as amended hereby, and therepresentations and warranties contained in the other Loan Documents, are trueand correct in all material respects on and as of the Effective Date as if madeon as and as of such date except to the extent that any such representation orwarranty expressly relates solely to an earlier date, in which case suchrepresentation or warranty is true and correct in all material respects as ofsuch earlier date; (b) after giving effect to this Agreement, no Default hasoccurred and is continuing; (c) the execution, delivery and performance ofthis Agreement are within the corporate power and authority of the Borrower andhave been duly authorized by appropriate corporate and governing action andproceedings; (d) this Agreement constitutes the legal, valid, and bindingobligation of the Borrower enforceable in accordance with its terms, except aslimited by applicable bankruptcy, insolvency, reorganization, moratorium, orsimilar laws affecting the rights of creditors generally and general principlesof 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 Agreement; and (f) theLiens under the Security Documents are valid and subsisting and secure theBorrower’s obligations under the Loan Documents.

 

**Section 22.           ****Conditions to Effectiveness****.**  ThisAgreement shall become effective on the Effective Date and enforceable againstthe parties hereto upon the occurrence of the following conditions precedent:

 

(a)           The Administrative Agent shall have received multipleoriginal counterparts, as requested by the Administrative Agent, of thisAgreement duly and validly executed and delivered by duly authorized officersof the Borrower, the Administrative Agent and all of the Lenders.

 

(b)           After giving effect to this Agreement, no Default shallhave occurred and be continuing as of the Effective Date.

 

----

 

(c)           The representations and warranties in this Agreement shallbe true and correct in all material respects.

 

(d)           The Borrower shall have paid all costs and expenses whichhave been invoiced and are payable pursuant to Section 9.03 of the CreditAgreement.

 

**Section 23.           ****Acknowledgments and Agreements****.**

 

(e)           The Borrower acknowledges that on the date hereof allObligations are payable without defense, offset, counterclaim or recoupment.

 

(f)            The Lenders hereby expressly reserve all of their rights,remedies, and claims under the Loan Documents.

 

(g)           Each of the Borrower, the Administrative Agent and theLenders does hereby adopt, ratify, and confirm the Credit Agreement, as amendedhereby, and acknowledges and agrees that the Credit Agreement, as amendedhereby, is and remains in full force and effect, and the Borrower acknowledgesand agrees that its liabilities and obligations under the Credit Agreement, asamended hereby, are not impaired in any respect by this Agreement.

 

(h)           From and after the Effective Date, all references to theCredit Agreement and the Loan Documents shall mean such Credit Agreement andsuch Loan Documents as amended by this Agreement.

 

(i)            This Agreement is a Loan Document for the purposes of theprovisions of the other Loan Documents. Without limiting the foregoing, any breach of representations,warranties, and covenants under this Agreement shall be a Default or Event ofDefault, as applicable, under the Credit Agreement.

 

**Section 24.            Counterparts.**  ThisAgreement may be signed in any number of counterparts, each of which shall bean original and all of which, taken together, constitute a singleinstrument.  This Agreement may beexecuted by facsimile signature and all such signatures shall be effective asoriginals.

 

**Section 25.            Successorsand Assigns.**  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns permitted pursuant to the Credit Agreement.

 

**Section 26.            Invalidity.**  Inthe event that any one or more of the provisions contained in this Agreement shallfor any reason be held invalid, illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any other provisionof this Agreement.

 

**Section 27.            GoverningLaw.**  This Agreement shall be deemed to be a contractmade under and shall be governed by and construed in accordance with the lawsof the State of Texas.

 

**Section 28.           ****Entire Agreement****. **THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THENOTES, AND THE OTHER LOAN 

 

----

 

DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONGTHE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANYPRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

 

**THERE ARE NO UNWRITTENORAL AGREEMENTS AMONG THE PARTIES.**

 

----

 

EXECUTEDeffective as of the date first above written.

 
| BORROWER: | **EDGE PETROLEUM CORPORATION** |
|-----------|--------------------------------|
|      | ** **                     |
|      |                           |   |
|      |                           |   |
|      | By:                            | /s/ MICHAEL G. LONG |
|      | Name:                          | MICHAEL G. LONG |
|      | Title:                         |   Executive Vice  President & CFO |
|           |                                |  |  |  |

 

----

 
| ADMINISTRATIVE AGENT/  | **UNION BANK OF CALIFORNIA, N.A.,**                  |
|------------------------|------------------------------------------------------|
| ISSUING LENDER/LENDER: | as Administrative Agent, Issuing Lender and a Lender |
|                   |                                                 |   |
|                   |                                                 |   |
|                   | By:                                                  | /s/ DAMIEN G. MEIBURGER |
|                   | Name:                                                | DAMIEN G. MEIBURGER |
|                   | Title:                                               |   Senior Vice President |
|                        |                                                      |  |  |  |

 

----

 
| LENDERS: | **JPMORGAN CHASE BANK, N.A.**, |
|----------|--------------------------------|
|     | as a Lender                    |
|     |                           |   |
|     |                           |   |
|     | By:                            | /s/ MICHAEL  A. KAMAUF |
|     | Name:                          | MICHAEL A.  KAMAUF |
|     | Title:                         | Vice  President |
|          |                                |  |  |  |

 

----

 
|   | **SUNTRUST BANK,** as  a Lender |
|--------|---------------------------------|
|   | ** **                      |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ JAMES M.  WARREN |
|   | Name:                           | JAMES M.  WARREN |
|   | Title:                          |   Managing  Director |
|        |                                 |  |  |  |

 

----

 
| **MIZUHO CORPORATE BANK, LTD.**, as a |   |
|---------------------------------------|--------|
|                                  | Lender |
|                                  |   |   |
|                                  |   |   |
|                                  | By:    | /s/  HIDEKATSU TAKE |
|                                  | Name:  | HIDEKATSU  TAKE |
|                                  | Title: |   Deputy  General Manager |
|                                       |        |  |  |  |

 

----

 
|   | **BNP PARIBAS**, as a  Lender |
|--------|-------------------------------|
|   | ** **                    |
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ POLLY SCHOTT |
|   | Name:                         | POLLY SCHOTT |
|   | Title:                        | Vice President |
|   |                          |   |
|   | By:                           | /s/ BETSY JOCHER |
|   | Name:                         | BETSY JOCHER |
|   | Title:                        | Director |
|        |                               |  |  |  |

 

----

 
|   | **FORTIS CAPITAL CORP.,** |
|--------|---------------------------|
|   | as a Lender               |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/ ILENE  FOWLER |
|   | Name:                     | ILENE FOWLER |
|   | Title:                    |   Director |
|        |                           |  |  |  |

 

----

 
|   | **THE FROST NATIONAL BANK**, |
|--------|------------------------------|
|   | as a Lender                  |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ ANDREW  A. MERRYMAN |
|   | Name:                        | ANDREW A.  MERRYMAN |
|   | Title:                       |   SVP |
|        |                              |  |  |  |

 

----

 
|   | **COMPASS BANK**, as a  Lender |
|--------|--------------------------------|
|   | ** **                     |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ ADRIANNE D. GRIFFIN |
|   | Name:                          | ADRIANNE D. GRIFFIN |
|   | Title:                         | Vice President |
|        |                                |  |  |  |

 

----

 
|   | **U.S. BANK NATIONAL ASSOCIATION,** |
|--------|-------------------------------------|
|   | as a Lender                         |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ JUSTIN  M. ALEXANDER |
|   | Name:                               | JUSTIN M.  ALEXANDER |
|   | Title:                              |   Vice  President |
|        |                                     |  |  |  |

 

----

 
|   | **BANK OF SCOTLAND**,  as a Lender |
|--------|------------------------------------|
|   | ** **                         |
|   |                               |   |
|   |                               |   |
|   | By:                                | /s/ KAREN WEICH |
|   | Name:                              | KAREN WEICH |
|   | Title:                             |   Vice President |
|        |                                    |  |  |  |

 

----

 

**AMENDMENT NO. 3 AND AGREEMENT**

 

This AMENDMENT NO. 3 ANDAGREEMENT (the “Agreement”) dated as of May 8, 2008 (the “Effective Date”)is among Edge Petroleum Corporation, a Delaware corporation (“Borrower”), theLenders (as defined herein) and Union Bank of California, N.A., asadministrative agent for the Lenders (in such capacity, the “AdministrativeAgent”) and as issuing lender (in such capacity, the “Issuing Lender”).

**RECITALS**

 

A.                                    The Borrower is party to that certain FourthAmended and Restated Credit Agreement dated as of January 31, 2007, asamended by Amendment No. 1 dated July 11, 2007 and Amendment No. 2dated December 10, 2007 (as so amended and as the same may be furtheramended, modified or supplemented from time to time, the “Credit Agreement”),among the Borrower, the financial institutions party thereto from time to time(the “Lenders”), the Issuing Lender and the Administrative Agent.

 

B.                                    The Borrower, the Administrative Agent, theIssuing Lender and the Lenders wish to, subject to the terms and conditions ofthis Agreement, (i) amend the Credit Agreement as provided herein, and (ii) redeterminethe amount of the Borrowing Base.

 

THEREFORE, the Borrower, the Administrative Agent, the Issuing Lenderand the Lenders hereby agree as follows:

 

**Section 1.              DefinedTerms.**  As used in this Agreement, each of the termsdefined in the opening paragraph and the Recitals above shall have the meaningsassigned to such terms therein.  Eachterm defined in the Credit Agreement and used herein without definition shallhave the meaning assigned to such term in the Credit Agreement, unlessexpressly provided to the contrary herein.

 

**Section 2.             ****Other Definitional Provisions****.**  Article,Section, Schedule, and Exhibit references are to Articles and Sections ofand Schedules and Exhibits to this Agreement, 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, andotherwise modified from time to time, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder”and words of similar import when used in this Agreement shall refer to thisAgreement as a whole and not to any particular provision of thisAgreement.  The term “including” means “including,without limitation,”.  Paragraph headingshave been inserted in this Agreement as a matter of convenience for referenceonly and it is agreed that such paragraph headings are not a part of thisAgreement and shall not be used in the interpretation of any provision of thisAgreement.

 

**Section 3.             ****Amendment to Credit Agreement**.  Section 2.02(f) ofthe Credit Agreement is hereby amended in its entirety by deleting such Section andreplacing it with the following new clause (f):

 

----

 

*(f)            For each redetermination of theBorrowing Base and the Conforming Borrowing Base occurring after June 30,2008, only a Borrowing Base shall be determined pursuant to this Section 2.02,and the Borrowing Base as so determined shall also be the Conforming BorrowingBase for all purposes under this Agreement, it being understood that the thenexisting Borrowing Base and Conforming Borrowing Base shall remain in effectuntil such redetermination.*

 

**Section 4.              Redetermination of BorrowingBase.**  TheBorrowing Base in effect as of the date of this Agreement has been set by theAdministrative Agent and the Lenders and acknowledged by the Borrower as $250,000,000.  The Conforming Borrowing Base in effect as ofthe date of this Agreement has been set by the Administrative Agent and theLenders and acknowledged by the Borrower as $225,000,000.  The amount of such Borrowing Base and suchConforming Borrowing Base shall remain in effect until each is redeterminedpursuant to Section 2.02 of the Credit Agreement, provided that inaddition to any redetermination permitted to be made under Section 2.02(c) ofthe Credit Agreement, the Administrative Agent and the Lenders shall also bepermitted to redetermine the Borrowing Base and the Conforming Borrowing Baseon or before June 30, 2008 (the “June 2008 Redetermination”), usingan Engineering Report delivered by the Borrower on or before June 1, 2008.

 

**Section 5.             ****Borrower Representations andWarranties****.**  TheBorrower represents and warrants that: (a) the representations andwarranties contained in the Credit Agreement, as amended hereby, and therepresentations and warranties contained in the other Loan Documents, are trueand correct in all material respects on and as of the Effective Date as if madeon as and as of such date except to the extent that any such representation orwarranty expressly relates solely to an earlier date, in which case suchrepresentation or warranty is true and correct in all material respects as ofsuch earlier date; (b) after giving effect to this Agreement, no Defaulthas occurred and is continuing; (c) the execution, delivery andperformance of this Agreement are within the corporate power and authority ofthe Borrower and have been duly authorized by appropriate corporate andgoverning action and proceedings; (d) this Agreement constitutes thelegal, valid, and binding obligation of the Borrower enforceable in accordancewith its terms, except as limited by applicable bankruptcy, insolvency,reorganization, moratorium, or similar laws affecting the rights of creditorsgenerally and general principles of equity; (e) there are no governmentalor other third party consents, licenses and approvals required in connectionwith the execution, delivery, performance, validity and enforceability of thisAgreement; and (f) the Liens under the Security Documents are valid andsubsisting and secure the Borrower’s obligations under the Loan Documents.

 

**Section 6.             ****Conditions to Effectiveness****.**  ThisAgreement shall become effective on the Effective Date and enforceable againstthe parties hereto upon the occurrence of the following conditions precedent:

 

(a)           TheAdministrative Agent shall have received multiple original counterparts, asrequested by the Administrative Agent, of this Agreement duly and validlyexecuted and delivered by duly authorized officers of the Borrower, theAdministrative Agent, the Issuing Lender and all of the Lenders.

 

----

 

(b)           Aftergiving effect to this Agreement, no Default shall have occurred and becontinuing as of the Effective Date.

 

(c)           Therepresentations and warranties in this Agreement shall be true and correct inall material respects.

 

(d)           TheBorrower shall have paid all costs and expenses which have been invoiced andare payable pursuant to Section 9.03 of the Credit Agreement.

** **

**Section 7.             ****Acknowledgments andAgreements****.**

 

(a)           TheBorrower acknowledges that on the date hereof all Obligations are payablewithout defense, offset, counterclaim or recoupment.

 

(b)           TheLenders hereby expressly reserve all of their rights, remedies, and claimsunder the Loan Documents.

 

(c)           Eachof the Borrower, the Administrative Agent, the Issuing Lender and the Lendersdoes hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby,and acknowledges and agrees that the Credit Agreement, as amended hereby, isand remains in full force and effect, and the Borrower acknowledges and agreesthat its liabilities and obligations under the Credit Agreement, as amendedhereby, are not impaired in any respect by this Agreement.

 

(d)           Fromand after the Effective Date, all references to the Credit Agreement and theLoan Documents shall mean such Credit Agreement and such Loan Documents as amendedby this Agreement.

 

(e)           ThisAgreement is a Loan Document for the purposes of the provisions of the otherLoan Documents.  Without limiting theforegoing, any breach of representations, warranties, and covenants under thisAgreement shall be a Default or Event of Default, as applicable, under theCredit Agreement.

** **

**Section 8.              Counterparts.**  ThisAgreement may be signed in any number of counterparts, each of which shall bean original and all of which, taken together, constitute a singleinstrument.  This Agreement may beexecuted by facsimile signature and all such signatures shall be effective asoriginals.

** **

**Section 9.              Successorsand Assigns.**  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns permitted pursuant to the Credit Agreement.

 

**Section 10.            Invalidity.**  Inthe event that any one or more of the provisions contained in this Agreementshall for any reason be held invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any otherprovision of this Agreement.

** **

----

 

**Section 11.            GoverningLaw.**  This Agreement shall be deemed to be acontract made under and shall be governed by and construed in accordance withthe laws of the State of Texas.

** **

**Section 12.           ****Entire Agreement****. **THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THENOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONGTHE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANYPRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

** **

**THERE ARE NO UNWRITTENORAL AGREEMENTS AMONG THE PARTIES.**

 

[*Signature Pages Follow*]

 

----

 

EXECUTEDeffective as of the date first above written.

 

 
| BORROWER: | **EDGE PETROLEUM CORPORATION** |
|-----------|--------------------------------|
|      |                           |   |
|      |                           |   |
|      | By:                            | /s/ MICHAEL G. LONG |
|      | Name:                          | MICHAEL G.  LONG |
|      | Title:                         | Executive Vice President & CFO |
|           |                                |  |  |  |

 

1

----

 
| ADMINISTRATIVE AGENT/  |                                    |                     |
|------------------------|-----------------------------------------|--------------------------|
| ISSUING LENDER/LENDER: |                                    |                     |
|                   | **UNION BANK OF CALIFORNIA, N.A.,**     |
|                   | as Administrative Agent, Issuing Lender |
|                   | and a Lender                            |
|                   |                                    |
|                   |                                    |
|                   | By:                                     | /s/ DAMIEN  G. MEIBURGER |
|                   | Name:                                   | DAMIEN G. MEIBURGER      |
|                   | Title:                                  | Senior Vice President    |
|                        |                                         |                          |  |  |

 

2

----

 
| LENDERS: | **JPMORGAN CHASE BANK, N.A.**, |
|----------|--------------------------------|
|     | as a Lender                    |
|     |                           |   |
|     |                           |   |
|     | By:                            | /s/ MICHAEL A. KAMAUF |
|     | Name:                          | MICHAEL A. KAMAUF |
|     | Title:                         | Vice President |
|          |                                |  |  |  |

 

3

----

 
|   | **SUNTRUST BANK,** as a Lender |
|--------|--------------------------------|
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ YANN PIRIO |
|   | Name:                          | YANN PIRIO |
|   | Title:                         | Director |
|        |                                |  |  |  |

 

4

----

 
|   | **MIZUHO CORPORATE BANK, LTD.**, as a |
|--------|---------------------------------------|
|   | Lender                                |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ LEON MO |
|   | Name:                                 | LEON MO |
|   | Title:                                | Senior Vice President |
|        |                                       |  |  |  |

 

5

----

 
|   | **BNP PARIBAS**, as a Lender |
|--------|------------------------------|
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ POLLY SCHOTT |
|   | Name:                        | POLLY SCHOTT |
|   | Title:                       | Director |
|   |                         |   |
|   | By:                          | /s/ ROBERT LONG |
|   | Name:                        | ROBERT LONG |
|   | Title:                       | Vice President |
|        |                              |  |  |  |

 

6

----

 
|   | **FORTIS CAPITAL CORP.,** |
|--------|---------------------------|
|   | as a Lender               |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/ DAVID MONTGOMERY |
|   | Name:                     | DAVID MONTGOMERY |
|   | Title:                    |   Director |
|   |                      |   |
|   | By:                       | /s/ DARRELL HOLLEY |
|   | Name:                     | DARRELL HOLLEY |
|   | Title:                    |   Managing Director |
|        |                           |  |  |  |

 

7

----

 
|   | **THE FROST NATIONAL BANK**, |
|--------|------------------------------|
|   | as a Lender                  |
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ ANDREW A. MERRYMAN |
|   | Name:                        | ANDREW A. MERRYMAN |
|   | Title:                       |   SVP |
|        |                              |  |  |  |

 

8

----

 
|   | **COMPASS BANK**, as a Lender |
|--------|-------------------------------|
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ DOROTHY MARCHAND |
|   | Name:                         | DOROTHY MARCHAND |
|   | Title:                        |   Senior Vice President |
|        |                               |  |  |  |

 

9

----

 
|   | **U.S. BANK NATIONAL ASSOCIATION**, |
|--------|-------------------------------------|
|   | as a Lender                         |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ JUSTIN M. ALEXANDER |
|   | Name:                               | JUSTIN M. ALEXANDER |
|   | Title:                              |   Vice President |
|        |                                     |  |  |  |

 

10

----

 
|   | **BANK OF SCOTLAND**, as a Lender |
|--------|-----------------------------------|
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ KAREN WEICH |
|   | Name:                             | KAREN WEICH |
|   | Title:                            |   Vice President |
|        |                                   |  |  |  |

 

11

----