CONSENT AND AGREEMENT

Exhibit 4.1

Execution Version

CONSENT AND AGREEMENT

This Consent and Agreement (“Agreement”) dated as of February 9, 2009 (“Effective Date”) is among Edge Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders (as defined below), and Union Bank of California, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”).

RECITALS

A. The Borrower, the financial institutions party thereto from time to time (the “Lenders”), the Issuing Lender and the Administrative Agent, are parties to that certain Fourth Amended and Restated Credit Agreement dated as of January 31, 2007, as amended by the Amendment No.1 dated July 11, 2007, the Amendment No. 2 dated December 10, 2007, and the Amendment No.3 and Agreement dated May 8, 2008 (as so amended and as the same may be further amended, modified or supplemented from time to time, the “Credit Agreement”).

B. In addition, the Borrower, the Lenders, the Issuing Lender and the Administrative Agent have executed (1) the Consent dated as of July 1, 2008, and (2) the Letter Agreement dated as of November 5, 2008, which agreements provided for the temporary deferral by the Lenders of their right to establish a new Borrowing Base.

C. After the deferral period expired, the Lenders established a new Borrowing Base on January 8, 2009 and, pursuant to Section 2.05(b) of the Credit Agreement, the Administrative Agent sent the Borrower written notice indicating the existence of a Borrowing Base deficiency (the “Deficiency”).

D. The Borrower has elected to reduce the Borrowing Base deficiency in six equal installments, with the first such installment being due and payable on February 9, 2009.  Subject to the terms and conditions of this Agreement, the Borrower, the Administrative Agent, the Issuing Lender and the Lenders wish to defer payment of the first installment until March 10, 2009 and to correspondingly extend the due date for each subsequent installment by one month.

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

Section 1. Defined Terms.  As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.  Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary herein.

Section 2. Other Definitional Provisions. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and 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, and otherwise 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 this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” means “including, without limitation”.  Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 3. Consent to Payment Extension. Subject to the terms and conditions of this Agreement, the Administrative Agent, the Issuing Lender and the Lenders hereby consent to the extension of the due date for the first installment to repay the Deficiency, due pursuant to Section 2.05(b) of the Credit Agreement, until March 10, 2009.  Additionally, each such Person agrees that each of the other five equal installment payments required to eliminate the Deficiency shall be due and payable on the subsequent monthly anniversaries of such date, with the last such installment being due and payable on August 10, 2009.  Each such payment shall be in immediately available funds and shall otherwise be made in accordance with the terms of the Credit Agreement. The express consent set forth in this Section 3 is limited to the extent described herein and shall not be construed to be a consent to or a permanent waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any of the other Loan Documents, unless expressly provided so herein.  The Administrative Agent, the Issuing Lender and the Lenders reserve the right to exercise any rights and remedies available to them in connection with any present or future defaults with respect to the Credit Agreement or any other provision of any Loan Document.

Section 4. Certain Covenants.  In consideration of the Consent given in Section 3 above, the Borrower and its Subsidiaries agree that:

(a) Retention of Advisor.  The Administrative Agent has, through its counsel, retained and employed a financial advisor, Opportune LLP (such financial advisor, or any successor or replacement thereof, the “Financial Advisor”), and retained and employed a technical advisor, X.X Xxxx & Co. (such technical advisor, or any successor or replacement thereof, the “Technical Advisor,” and together with the Financial Advisor, collectively referred to herein as the Advisors).  The Borrower shall cooperate (and cause its Subsidiaries to cooperate) in all reasonable respects with the Advisors and shall promptly provide to the Advisors such information regarding the operations, business affairs, assets and financial condition of the Borrower and its Subsidiaries as reasonably requested by the Advisors.  In addition, the Borrower shall permit the Advisors to discuss such operations, business affairs, assets and financial condition with the officers and directors of the Borrower and its Subsidiaries and shall make such officers and directors available to the Advisors for such purpose as may be reasonably requested and during normal business hours.  The Borrower is required to pay all costs and expenses of the Advisors in accordance with Section 9.03 of the Credit Agreement.

(b) Mandatory Prepayment.  The Borrower shall prepay $5,000,000 of the aggregate outstanding principal balance of the Advances in two equal installments, with the first such payment of $2,500,000 being due and payable on the date of this Agreement, and the second $2,500,000 installment being due and payable on February 23, 2009.  Such prepayments shall be made to the Administrative Agent for the benefit of the Lenders in immediately available funds, and shall include all accrued and unpaid interest owing thereon.  Such prepayments shall be applied on a pro rata basis to the six deficiency payments required to be paid by the Borrower to

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eliminate the existing Borrowing Base deficiency. Failure to pay either installment (or the interest owing thereon) shall constitute an Event of Default under the Credit Agreement.

Section 5. Borrower Representations and Warranties.  The Borrower represents and warrants that: (a) after giving effect to this 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 Agreement as if made on as 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; (b) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of 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) the Liens under the Security Documents are valid and subsisting and secure the Borrower’s obligations under the Loan Documents.

Section 6. Reaffirmation of Guaranty.  Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Guaranty Agreement are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Obligations (subject to the terms of the Guaranty Agreement), as such Obligations may have been amended by this Agreement.  Each Guarantor hereby acknowledges that its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by the Guarantors under the Guaranty Agreement in connection with the execution and delivery of amendments, modifications or waivers  to the Credit Agreement, the Notes or any of the other Loan Documents.

Section 7. Conditions to Effectiveness. This Agreement shall become effective as of the date of this Agreement and shall be enforceable against the parties hereto upon the occurrence of the following conditions precedent:

(a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent and the Lenders.

(b) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of a deposit account control agreement among the Borrower, the Subsidiaries of the Borrower, the Administrative Agent and Compass Bank duly and validly executed and delivered by duly authorized officers of the Borrower, the Subsidiaries of the Borrower, the Administrative Agent and Compass Bank, in form and substance satisfactory to the Administrative Agent.

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(c) The Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders the first of the two principal payments required under Section 4(b).

(d) After giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing as of the date of this Agreement.

(e) The representations and warranties in this Agreement shall be true and correct in all material respects.

(f) The Borrower shall have paid all costs and expenses for which the Borrower has received invoices on or prior to the date hereof and which are payable pursuant to Section 9.03 of the Credit Agreement.

Section 8. Acknowledgments and Agreements.

The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

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

(b) Each of the Borrower, the Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement and acknowledges and agrees that the Credit Agreement is and remains in full force and effect, and the Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement are not impaired in any respect by this Agreement.

(c) From and after the date hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as modified by this Agreement.

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

(e) EACH OF THE BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE

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ARISEN ON OR BEFORE THE DATE OF THIS AGREEMENT.  EACH OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS PARAGRAPH 8(e), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Section 9. Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument.  This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.

Section 10. Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 11. Invalidity.  In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

Section 12. Governing Law.  This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Texas.

Section 13. Entire Agreement.  This Agreement, the Credit Agreement, the Notes and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signatures begin on the next page]

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EXECUTED effective as of the date first above written.

BORROWER:	EDGE PETROLEUM CORPORATION,
	a Delaware Corporation
	By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Executive V.P. and C.F.O.

GUARANTORS:	EDGE PETROLEUM EXPLORATION COMPANY
	EDGE PETROLEUM OPERATING COMPANY, INC.
	EDGE PETROLEUM PRODUCTION COMPANY
	XXXXXX EXPLORATION COMPANY
	XXXXXX OIL CORPORATION
	By:	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: Executive V.P. and C.F.O.

ADMINISTRATIVE AGENT/ISSUING LENDER/LENDER:	UNION BANK OF CALIFORNIA, N.A.,
	as Administrative Agent, Issuing Lender and a Lender
	By:	/s/ M. Xxxxxx XxXxxxxx
	Name: M. Xxxxxx XxXxxxxx
	Title: Vice President

LENDERS:	JPMORGAN CHASE BANK, N.A., as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: Senior Vice President

	SUNTRUST BANK, as a Lender
	By:	/s/ Xxxxxxxxx Xxxx
	Name: Xxxxxxxxx Xxxx
	Title: Director

	MIZUHO CORPORATE BANK, LTD., as a Lender
	By:	/s/ Xxxx Mo
	Name: Xxxx Mo
	Title: Senior Vice President

	BNP PARIBAS, as a Lender
	By:	/s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx
	Title: Managing Director
	By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Director

	FORTIS CAPITAL CORP., as a Lender
	By:	/s/ Xxxxx Xxxxxxxxxx
	Name: Xxxxx Xxxxxxxxxx
	Title: Director
	By:	/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Director

	THE FROST NATIONAL BANK, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Senior EVP

	COMPASS BANK, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name: Xxxxxxx Xxxxxxxx
	Title: Senior Vice President

	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Vice President

	BANK OF SCOTLAND, as a Lender
	By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Vice President