Amendment No. 5

On May 15, 2009, the Company entered into Amendment No. 5 (the "May Amendment") to its Fourth Amended and Restated Credit Agreement, as amended (the "Revolving Facility") which provides for, among other things, (1) the elimination of the provision providing that it will be an event of default if the Company fails to have executed and delivered on or before May 15, 2009 at least one of the following (a) a commitment letter from a lender or group of lenders reasonably satisfactory to the lenders providing for the provision by such lender or group of lenders of a credit facility in an amount sufficient to repay all of the Company's obligations under the Revolving Facility on or before June 30, 2009,
(b) a merger agreement or similar agreement involving the Company as part of a transaction that results in the repayment of the Company's obligations under the Revolving Facility on or before June 30, 2009, and (c) a purchase and sale agreement with a buyer or group of buyers reasonably acceptable to the Lenders providing for a sale transaction by the Company that results in the repayment of all of the Company's obligations under the Revolving Facility on or before June 30, 2009 and (2) the elimination of certain reporting requirements relating to certificates to be provided by the Company's auditors and responsible officers.

The foregoing description of the May Amendment does not purport to be complete and is qualified in its entirety by reference to the May Amendment, which is filed as Exhibit 4.1 hereto and is incorporated into this Current Report on Form 8-K by reference. The May Amendment provides further information regarding the terms of the May Amendment.

(d) Exhibits.

Exhibit No.                                 Description

4.1            Amendment No. 5, executed May 15, 2009, among Edge Petroleum
               Corporation, the lenders party thereto and Union Bank of California,
               N.A., as administrative agent for such lenders.