EPEX Edge Petroleum Corp (MM)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 9, 2009

EDGE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

(713) 654-8960

(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                   Entry into a Material Definitive Agreement.

Background

The Company has previously announced an approximate $114 million borrowing base deficiency under its Fourth Amended and Restated Credit Agreement, as amended (the “Credit Facility”), due to a redetermination of the Company’s borrowing base from $239 million to $125 million.  As a result, and pursuant to the terms of the Credit Facility, the Company has elected to prepay such borrowing base deficiency in six equal monthly installments, with the first $19 million installment being due on February 9, 2009.

Consent and Agreement

On February 9, 2009, the Company entered into a Consent and Agreement (the “Consent”) among the Company, Union Bank of California, as administrative agent and issuing lender under the Credit Facility, and the other lenders party thereto, deferring the payment date of the first $19 million installment until March 10, 2009, and extending the due date for each subsequent installment by one month.  The last of the six installment payments will be due on August 10, 2009.

In connection with the Consent, the Company has agreed to prepay $5 million of the Company’s outstanding advances under the Credit Facility, in two equal installments.  The first $2.5 million prepayment was paid on February 9, 2009 and the second $2.5 million prepayment is due on February 23, 2009. Each of the prepayments will be applied on a pro rata basis to reduce the six $19 million deficiency payments.

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

As previously reported, the Company is in continuing discussions with its lenders under the Credit Facility.  There can be no assurance that the Company’s discussions with its lenders under the Credit Facility will be successful or that the Company will be able to make any required installment payments when they become due.  Moreover, there can be no assurance that the Company’s ongoing efforts to evaluate and assess its various financial and strategic alternatives (which may include the sale of some or all of the Company’s assets, the merger or other business combination involving the Company, restructuring of the Company’s debt or the issuance of additional equity or debt) will be successful.  If such efforts are not successful, the Company may be required to seek protection under Chapter 11 of the U.S. Bankruptcy Code.

Item 9.01.                 Financial Statements and Exhibits

(d)   Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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