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                                                                    Exhibit 10.1

                                                               EXECUTION VERSION


                                FIFTH AMENDMENT

     FIFTH AMENDMENT, dated as of March 31, 2003 (this "Amendment"), to the
Credit Agreement referred to below made by and among Belden & Blake Corporation,
an Ohio corporation (the "Borrower"), each subsidiary of the Borrower listed as
a "Guarantor" on signature pages hereto (each a "Guarantor" and collectively,
the "Guarantors" and together with the Borrowers, each a "Loan Party" and
collectively, the "Loan Parties"), Ableco Finance LLC, a Delaware limited
liability company ("Ableco"), in its capacity as administrative agent and
collateral agent on behalf of the Lenders referred to below, and Foothill
Capital Corporation, a California corporation ("Foothill"), in its capacity as
funding agent on behalf of the Lenders referred to below.


                              W I T N E S S E T H:

     WHEREAS, pursuant to the Amended and Restated Credit Agreement, dated as of
August 23, 2000 (such agreement, as amended, restated or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the Guarantors and
each of the lenders from time to time party thereto (each a "Lender" and
collectively, the "Lenders"), Ableco in its capacity as the collateral agent and
administrative agent for the Lenders (in such capacity, the "Collateral Agent"
and the "Administrative Agent", respectively), and Foothill in its capacity as
funding agent for the Lenders (in such capacity, the "Funding Agent", and,
together with the Collateral Agent and Administrative Agent, each an "Agent" and
collectively, the "Agents"), the Lenders have agreed to make certain revolving
loans, which includes a subfacility for the issuance of Letters of Credit (as
defined in the Credit Agreement), and term loans to the Borrower; and

     WHEREAS, the Borrower has requested that the Lenders, and the Lenders have
agreed to, (a) increase the L/C Subfacility (as defined in the Credit Agreement)
from $40,000,000 to $55,000,000 and (b) permit the Borrower to pledge cash or
Cash Equivalents (as defined in the Credit Agreement) to secure obligations
under its Commodity Hedging Agreements in an amount not to exceed $10,000,000
at any time.

     NOW, THEREFORE, in consideration of the premises and agreements herein, the
parties hereto hereby agree as follows:

     1. Definitions. All terms used herein that are defined in the Credit
Agreement and not otherwise defined herein are used herein as defined therein.

     2. Amendments.

          (a) The definition of "L/C Subfacility" set forth in subsection 1.1 of
the Credit Agreement is hereby amended by deleting the amount "$40,000,000" and
substituting in lieu thereof the amount "$55,000,000".



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          (b) Subsection 8.3 of the Credit Agreement is hereby amended by (i)
deleting after the semicolon at the end of clause (m) the word "and"; (ii)
deleting at the end of clause (n) the period and adding the phrase ";and"; and
(iii) adding immediately after clause (n) the following new clause (o):

          "(o) Liens on cash or Cash Equivalents pledged to secure obligations
     of the Borrower under Commodity Hedging Agreements required to be entered
     into pursuant to subsection 7.19; provided, that the aggregate amount of
     such cash and Cash Equivalents subject to such Liens shall not exceed
     $10,000,000 at any time."

     3. Conditions to Effectiveness. The effectiveness of this Amendment (the
date of such effectiveness, the "Amendment Effective Date") is subject to the
condition precedent that:

          (a) this Amendment shall have been duly executed by a Responsible
Officer of the Borrower and each Guarantor and the Agents and the Lenders,
original counterparts of which shall have been delivered to the Administrative
Agent;

          (b) each of the representations and warranties made by each Loan Party
in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the Amendment Effective Date as if made on and as of such
date (unless such representations and warranties are stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date);

          (c) no Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to this Amendment;

          (d) the Administrative Agent shall have received, for the ratable
benefit of the Lenders, a non-refundable amendment fee in an amount equal to
$25,000, which fee is earned in full by the Lenders and may be charged to the
Loan Account; and

          (e) all other legal matters incident to this Amendment shall be
satisfactory to the Administrative Agent and its counsel.

     4. Ratification. Except as otherwise expressly provided herein, each Loan
Party confirms and agrees that (a) each Loan Document to which it is a party is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects except that on and after the date on which this
Amendment is effective all references in any such Loan Document to "the Credit
Agreement", "thereto", "thereof", "thereunder", or words of like import
referring to the Credit Agreement shall mean the Credit Agreement as amended by
this Amendment, and (b) to the extent that any such Loan Document purports to
assign or pledge to the Administrative Agent, or to grant to the Administrative
Agent a security interest in or lien on, any collateral as security for its
obligations from time to time existing in respect of the Loan Documents, such
pledge, assignment and/or grant of a security interest or lien is hereby
ratified


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and confirmed in all respects as security for all of its obligations, whether
now existing or hereafter arising. This Amendment does not and shall not affect
any Obligation or Guarantee Obligation (as the case may be), other than as
expressly provided herein, of any Loan Party under or arising from the Credit
Agreement or any other Loan Document, all of which obligations shall remain in
full force and effect. Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agents or the Lenders under the Credit
Agreement or any other Loan Document, nor constitute a waiver of any provision
of the Credit Agreement or any other Loan Document.

     5. Expenses. The Borrower hereby agrees to pay to the Agents upon demand
the amount of any and all fees, costs and expenses, including the reasonable
fees, disbursements and other client charges of the Agents' counsel, which the
Agents may incur in connection with this Amendment, the amounts of which the
Borrower agrees may be charged to the Loan Account.

     6. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same waiver.

     7. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of New York applicable to contracts made
and to be performed within such state.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                        AGENT AND LENDERS:

                                        ABLECO FINANCE LLC, as Collateral Agent,
                                          Administrative Agent and Lender, for
                                          itself and on behalf of its affiliate
                                          assigns

                                        By: /s/ Kevin Genda
                                           -------------------------------------
                                           Title: Senior Vice President


                                        FOOTHILL CAPITAL CORPORATION, as
                                          Funding Agent and Lender

                                        By: /s/ Joseph P. Massaroni
                                           -------------------------------------
                                           Title: Vice President


                                        FOOTHILL INCOME TRUST, L.P., as Lender,
                                          By: FIT GP, LLC, its general partner

                                            By: /s/ Dennis R. Archer
                                               ---------------------------------
                                               Title: Managing Member


                                        BORROWER:

                                        BELDEN & BLAKE CORPORATION

                                        By: /s/ Robert W. Peshek
                                           -------------------------------------
                                           Title: Chief Financial Officer
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                                        GUARANTORS:

                                        THE CANTON OIL & GAS COMPANY

                                        By: /s/ Robert W. Peshek
                                            ------------------------------------
                                            Title: Chief Financial Officer


                                        WARD LAKE DRILLING, INC.

                                        By: /s/ James L. Goist
                                            ------------------------------------
                                            Title: Treasurer