**EXHIBIT 4.11**

 

[EDGE PETROLEUM CORPORATION LETTERHEAD]

 

November 5, 2008

 

***Via email to: Damien.Meiburger@uboc.com***

***and Overnight Delivery***

 

Mr. Damien Meiburger

Union Bank of California, N.A.

500 N. Akard Street, Suite 4200

Dallas, Texas 75201

 

Dear Mr. Meiburger:

 

Reference is made to our Fourth Amended and Restated Credit Agreementdated January 31, 2007, between Edge Petroleum Corporation (“Edge”), asBorrower, and various Lenders (the “Lenders”), including Union Bank ofCalifornia, NA, as Administrative Agent and Issuing Lender (the “CreditAgreement”).  This will confirm ouragreement that the right to conduct the interim redetermination of theBorrowing Base originally scheduled for June 30, 2008 under the CreditAgreement, and deferred by previous agreement of the parties to October 31,2008, will further be deferred until November 15, 2008.

 

Such redetermination shall use an Internal Engineering Report dated effectiveas of October 1, 2008 to be generated by Edge.  Edge agrees to furnish the Lenders the InternalEngineering Report by November 5, 2008. If Edge fails to deliver the Internal Engineering Report by November 5,2008, then such failure shall constitute an Event of Default under the CreditAgreement and the Administrative Agent and the Lenders shall, in addition tothe other rights and remedies under the Loan Documents and applicable law, havethe immediate right to redetermine the Borrowing Base in their sole discretion(but in accordance with the Credit Agreement). In consideration of this deferral of the interim redetermination ofBorrowing Base, Edge agrees that until the Borrowing Base is redetermined, it shallnot permit the sum of the aggregate principal amount of all Advances owed underthe Credit Agreement plus the aggregate Letter of Credit Exposure to exceed$240,000,000, and any failure to comply with this restriction shall constitutean Event of Default.

 

The Lenders further agree that because of the prior deferral of the June 2008interim redetermination to October 31, 2008, the parties did not intend thatEdge be required to furnish the Internal Engineering Report dated effective July 1,2008, and to the extent necessary, hereby waive any noncompliance or requirementto the contrary in the Credit Agreement. This waiver

 

 

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does not apply, however, to any subsequent years after 2008 when the July 1Internal Engineering Report is required to be furnished.  In all other respects, the Credit Agreementand indebtedness and obligations of Edge hereunder are confirmed and ratified.

 

Edge represents and warrants that: (a) after giving effect to this letter agreement, therepresentations and warranties contained in the Credit Agreement, and therepresentations and warranties contained in the other Loan Documents are trueand correct in all material respects on and as of the date of this letteragreement as if made on and as of such date, except to the extent that any suchrepresentation or warranty expressly relates solely to an earlier date, inwhich case such representation or warranty is true and correct in all materialrespects as of such earlier date; and (b) after giving effect to thisletter agreement, no Default, or Event of Default, has occurred and iscontinuing.

 

Capitalized terms as used in this letter have the same meaning as statedin the Credit Agreement.  Please indicateyour acceptance of these terms by signing in the space provided below andreturning to the undersigned.

 

This letter agreement, executed as of the date below, shall beeffective as of October 31, 2008.

 

Thank you for your courtesy and assistance, and please let me know ifyou have any questions or if I can be of further assistance.

 

Very truly yours,

 

EDGE PETROLEUM CORPORATION

 

 
| /S/ C.W. MACLEOD                                   |   |
|----------------------------------------------------|--------|
| C.W. MacLeod                                       |
| Sr. Vice President, Acting Chief Financial Officer |

 

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Mr. Damien Meiburger

November 5, 2008

Page 3

 

Agreed and Accepted this 5th day of November, 2008

 

UNION BANK OF CALIFORNIA, AS

ADMINISTRATIVE AGENT, ISSUING LENDER AND AS LENDER

 

 
| By:    |       /S/ DAMIEN MEIBURGER |   |
|--------|----------------------------------------------------------|--------|
|   | Damien Meiburger                                         |   |
|   | Senior  Vice President                                   |   |

 

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Mr. Damien Meiburger

November 5, 2008

Page 4

 

LENDERS:

 

**JP MORGAN CHASE BANK, N.A.**,as a Lender

 

 
| By:    | /s/ MICHAEL A. KAMAUF |   |
|--------|-----------------------|--------|
| Name:  | Michael A. Kamauf     |   |
| Title: |  Vice President  |   |
|        |                       |        |  |  |

 

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Mr. Damien Meiburger

November 5, 2008

Page 5

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**SUNTRUST BANK**, as aLender

 

 
| By:    | /s/ Yann Pirio |   |
|--------|----------------|--------|
| Name:  | Yann Pirio     |   |
| Title: |  Director |   |
|        |                |        |  |  |

 

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Mr. Damien Meiburger

November 5, 2008

Page 7

 

**BNP PARIBAS**, as aLender

 

 
| By:    | /s/ DAVID DODD          |   |
|--------|-------------------------|--------|
| Name:  |  David Dodd        |   |
| Title: |  Managing Director |   |
|        |                         |        |  |  |

 
| By:    | /s/ BETSY JOCHER   |   |
|--------|--------------------|--------|
| Name:  |  Betsy Jocher |   |
| Title: |  Director     |   |
|        |                    |        |  |  |

 

 

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** **

Mr. Damien Meiburger

November 5, 2008

Page 8

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**FORTIS CAPITAL CORP**, as a Lender

 

 
| By:    | /s/ Darrell Holley      |   |
|--------|-------------------------|--------|
| Name:  |  Darrell Holley    |   |
| Title: |  Managing Director |   |
|        |                         |        |  |  |

 
| By:    | /s/ Scott Myatt      |   |
|--------|----------------------|--------|
| Name:  |  Scott Myatt    |   |
| Title: |  Vice President |   |
|        |                      |        |  |  |

 

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** **

Mr. Damien Meiburger

November 5, 2008

Page 9

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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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** **

Mr. Damien Meiburger

November 5, 2008

Page 10

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**COMPASS BANK**, as a Lender

 

 
| By:    | /s/ Dorothy Marchand        |   |
|--------|-----------------------------|--------|
| Name:  |  Dorothy Marchand      |   |
| Title: |  Senior Vice President |   |
|        |                             |        |  |  |

 

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Mr. Damien Meiburger

November 5, 2008

Page 11

 

**U.S. BANK NATIONAL ASSOCIATION**,

as a Lender

 
| By:    | /s/ Justin M. Alexander |   |
|--------|-------------------------|--------|
| Name:  | Justin M. Alexander     |   |
| Title: |  Vice President    |   |
|        |                         |        |  |  |

 

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Mr. Damien Meiburger

November 5, 2008

Page 12

 

**BANK OF SCOTLAND**, as a Lender

 

 
| By:    | /s/ Julia R. Franklin          |   |
|--------|--------------------------------|--------|
| Name:  | Julia R. Franklin              |   |
| Title: |  Assistant Vice President |   |
|        |                                |        |  |  |

 

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