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 Agreement
dated January 31, 2007, between Edge Petroleum Corporation (“Edge”), as
Borrower, and various Lenders (the “Lenders”), including Union Bank of
California, NA, as Administrative Agent and Issuing Lender (the “Credit
Agreement”).  This will confirm our
agreement that the right to conduct the interim redetermination of the
Borrowing Base originally scheduled for June 30, 2008 under the Credit
Agreement, 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 effective
as of October 1, 2008 to be generated by Edge.  Edge agrees to furnish the Lenders the Internal
Engineering 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 Credit
Agreement and the Administrative Agent and the Lenders shall, in addition to
the other rights and remedies under the Loan Documents and applicable law, have
the 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 of
Borrowing Base, Edge agrees that until the Borrowing Base is redetermined, it shall
not permit the sum of the aggregate principal amount of all Advances owed under
the Credit Agreement plus the aggregate Letter of Credit Exposure to exceed
$240,000,000, and any failure to comply with this restriction shall constitute
an Event of Default.


 


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


 


 

















 


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


 


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


 


Capitalized terms as used in this letter have the same meaning as stated
in the Credit Agreement.  Please indicate
your acceptance of these terms by signing in the space provided below and
returning to the undersigned.


 


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


 


Thank you for your courtesy and assistance, and please let me know if
you 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

  



 


2

















 


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

  	
   

  



 


3

















 


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

  	
   

  
					



 


4

















 


Mr. Damien Meiburger


November 5, 2008


Page 5


 


SUNTRUST BANK, as a
Lender


 


 


	
  By:

  	
  /s/ Yann Pirio

  	
   

  
	
  Name:

  	
  Yann Pirio

  	
   

  
	
  Title:

  	
   Director

  	
   

  
					



 


5

















 


Mr. Damien Meiburger


November 5, 2008


Page 7


 


BNP PARIBAS, as a
Lender


 


 


	
  By:

  	
  /s/ DAVID DODD

  	
   

  
	
  Name:

  	
   David Dodd

  	
   

  
	
  Title:

  	
   Managing Director

  	
   

  
					



 


	
  By:

  	
  /s/ BETSY JOCHER

  	
   

  
	
  Name:

  	
   Betsy Jocher

  	
   

  
	
  Title:

  	
   Director

  	
   

  
					



 


 


6

















 


Mr. Damien Meiburger


November 5, 2008


Page 8


 


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

  	
   

  
					



 


7

















 


Mr. Damien Meiburger


November 5, 2008


Page 9


 


THE FROST NATIONAL BANK, as a Lender


 


 


	
  By:

  	
  /s/ Andrew A. Merryman

  	
   

  
	
  Name:

  	
   Andrew A. Merryman

  	
   

  
	
  Title:

  	
   SVP

  	
   

  
					



 


8

















 


Mr. Damien Meiburger


November 5, 2008


Page 10


 


COMPASS BANK, as a Lender


 


 


	
  By:

  	
  /s/ Dorothy Marchand

  	
   

  
	
  Name:

  	
   Dorothy Marchand

  	
   

  
	
  Title:

  	
   Senior Vice President

  	
   

  
					



 


9

















 


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

  	
   

  
					



 


10

















 


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

  	
   

  
					



 


11