EX-10.2






 Exhibit 10.2




SCHEDULE




to the




ISDA MASTER AGREEMENT




dated as of




June 30, 2004 and




Amended and Restated as of August 16, 2005




between




J. ARON & COMPANY,




a general partnership organized under the laws of the State of New York




(“J. Aron”),




and




BELDEN & BLAKE CORPORATION, a corporation organized under the laws of the State of Ohio (as

successor to Capital C Ohio, Inc.),




(“Belden & Blake”).




Part 1. Termination Provisions.




	 	(a)	 	“Specified Entity”






	 	(i)	 	means, in relation to J. Aron, not applicable; and






	 	(ii)	 	means, in relation to Belden & Blake, not applicable






	 	(b)	 	“Specified Transaction” will have the meaning specified in Section 14 of the
Agreement and will also include any transaction that is or includes a forward, swap,
future or option on or involving any commodity (including, but not limited to, natural
gas and oil).






	 	(c)	 	The “Cross Default” provisions of Section 5(a)(vi) will apply to J. Aron and
any Credit Support Provider of J. Aron and to Belden & Blake and any Credit Support
Provider of Belden & Blake, provided that (i) the phrase “or becoming capable at such
time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) so
that only Specified Indebtedness that has actually been accelerated triggers this
Event of Default; and (ii) the following language shall be added to the end thereof:
“Notwithstanding the foregoing, the default shall not constitute an Event of Default
if (i) the default was caused solely by error or omission of an administrative or
operational nature; and (ii) with respect to a default under subsection (2) hereof,
funds were available to enable the party to make the payment when due, and the payment
is made within two Local Business Days of such party’s receipt of written notice of
its failure to pay.”






“Specified Indebtedness” will have the meaning specified in Section 14 of the
Agreement.




	 	(d)	 	“Threshold Amount” means in relation to J. Aron, US$50,000,000 (or its
equivalent in another currency) and in relation to Belden & Blake, US$10,000,000 (or
its equivalent in another currency).






	 	(e)	 	For the period from the date of this Amended and Restated Schedule to and
including April 30, 2009 (but not thereafter) the “Credit Event Upon Merger”
provisions of Section 5(b)(iv) will apply to J. Aron and will apply to Belden & Blake.
Also, Section 5(b)(iv) is amended in its entirety to read as follows:






(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is
specified in the Schedule as applying to the party, such party (“X”), any
Credit Support Provider of X (other than a subsidiary of Belden & Blake)
or any applicable Specified Entity of X (A) consolidates or amalgamates
with, or merges with or into, another entity, (B) transfers all or a
substantial portion of its assets (it being understood that for this
purpose “a substantial portion” means assets having an aggregate value of
40% or more of the total consolidated assets of Belden & Blake) to,
another entity, (C) reorganizes, incorporates, or reconstitutes into or
as, another entity, (D) effectuates a recapitalization, liquidating
dividend, leveraged buy-out, other similarly highly-leveraged transaction,
(E) redeems any indebtedness (other than, in the case of Belden & Blake,
its 8.75% Senior Secured Notes due 2012), or (F) purchases any of its
equity, and in each case such action does not constitute an event
described in Section 5(a)(viii) but the creditworthiness of the resulting,
surviving or transferee entity is materially weaker than that of X, such
Credit Support Provider or such Specified Entity, as the case may be,
immediately prior to such action (and, in such event, X or its successor
or transferee, as appropriate, will be the Affected Party).




	 	(f)	 	The “Automatic Early Termination” provision of Section 6(a) will not apply to
J. Aron or to Belden & Blake.






	 	(g)	 	Payments on Early Termination. For the purpose of Section 6(e):






	 	(i)	 	Market Quotation will apply.(ii) The Second Method will
apply.






	 	(h)	 	“Termination Currency” means United States Dollars.






	 	(i)	 	Section 5(a): A default under any Additional Event of Default with respect
to Belden & Blake or under Part 5 (l) or (m) of this Schedule shall constitute an
Event of Default under Section 5(a)(ii) in respect of which there shall be no cure
period.






	 	(j)	 	Additional Events of Default with respect to Belden & Blake. Section 5(a) is
hereby amended by including the following as clause (ix) and upon the occurrence of
one or more of the events or circumstance set forth in such clause (ix) an Event of
Default shall have occurred with respect to Belden & Blake as Defaulting Party:






“(ix) Additional Events of Default With Respect to Belden & Blake:




	 	(a)	 	At any time on or before April 30, 2009 a
Change of Control shall occur without J. Aron’s prior written consent
(which consent shall not be unreasonably withheld or delayed).






	 	(b)	 	Belden & Blake or any of its Restricted
Subsidiaries, directly or indirectly, creates, incurs, assumes or
guaranties, or otherwise becomes or remains, directly or indirectly,
liable for or in respect of any Indebtedness that benefits from a
first priority Lien on any of the assets of Belden & Blake or any of
its Restricted Subsidiaries, other than Permitted First Priority
Secured Indebtedness.






	 	(c)	 	Belden & Blake or any of its Restricted
Subsidiaries, directly or indirectly, creates, incurs, assumes or
guaranties, or otherwise becomes or remains, directly or indirectly,
liable for or in respect of any Indebtedness that benefits from a
second priority Lien on any of the assets of Belden & Blake or any of
its Restricted Subsidiaries, other than Permitted Second Priority
Secured Indebtedness.






	 	(d)	 	There shall be a material change in the
standards for redetermination of the Borrowing Base (as defined in
the Borrowing Base Facility) from those generally used by the Lenders
under the Borrowing Base Facility as reflected by the standards in
effect on the initial closing date thereof (the “Closing Date
Standards”), the effect of which is to increase the Borrowing Base to
an amount above that which would otherwise be calculated if such
Closing Date Standards had been applied.






	 	(e)	 	Belden & Blake shall pay any principal or
interest on the Parent Indebtedness, or make any dividend or
distribution or otherwise repurchase or redeem any Parent Equity, in
each case except as permitted under the terms of the Borrowing Base
Facility in the form entered into as of the date of its execution and
without regard to any subsequent waiver, amendment, modification or
termination.






	 	(f)	 	Belden & Blake shall enter into one or more
Hedge Transactions that are not Permitted Hedge Transactions.”






	 	(k)	 	Early Termination. Notwithstanding anything to the contrary in Section 6(a)
or Section 6(b), the parties agree that the Non-defaulting Party or the party that is
not the Affected Party (in a case where a Termination Event under Section 5(b)(iv) has
occurred) is not required to terminate the Transactions on a single day, but rather
may terminate the Transactions over a commercially reasonable period of time (not to
exceed three days) (the “Early Termination Period”). The last day of the Early
Termination Period shall be the Early Termination Date for purposes of Section 6.






	 	(l)	 	Additional Representation of Belden & Blake. Belden & Blake represents to J.
Aron as of the date of this Agreement and after giving effect to the transactions
contemplated to occur in connection with the Acquisition (as defined in the Borrowing
Base Facility) the sum of total Parent Equity plus total Parent Indebtedness is an
amount not less than $34,000,000.





Part 2. Tax Representations.




	 	(a)	 	Payer Tax Representations. For the purposes of Section 3(e), J. Aron and
Belden & Blake make the following representation:






It is not required by any applicable law, as modified by the practice of any
relevant governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this representation, it may
rely on (i) the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the
other party contained in Section 4(d) of this Agreement, provided that it shall not
be a breach of this representation where reliance is placed on clause (ii) and the
other party does not deliver a form or document under Section 4(a)(iii) by reason
of material prejudice to its legal or commercial position.




	 	(b)	 	Payee Tax Representations. For the purposes of Section 3(f), each of J. Aron
and Belden & Blake make the following representations:






	 	(i)	 	It is not acting as an agent or intermediary for any foreign
person with respect to the payments received or to be received by it in
connection with this Agreement.






	 	(ii)	 	It is a United States person within the meaning of Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended.





Part 3. Agreement to Deliver Documents




(a) For the purpose of Section 4(a):




Tax forms, documents, or certificates to be delivered are:



	 	 	 	 	 
	Party required to	 	 	 	Date by which
	deliver document	 	Forms/Documents/Certificates	 	to be delivered
	J. Aron and Belden

& Blake

	 	United States Internal

Revenue Service Form W-9,

or any successor form.
	 	(i) On a date which

is before the first

Scheduled Payment

Date under this

Agreement, (ii)

promptly upon

reasonable demand

by the other party,

and (iii) promptly

upon learning that

any such form

previously provided

by such party has

become obsolete,

incorrect, or

ineffective.
	
 
	 	 
	 	 







	 	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Party required to	 	 	 	 	 	Date by which to be	 	Covered by Section
	deliver	 	Form/Document/Certificate	 	delivered	 	3(d) Representation
	 
	 	 	 	 	 	Upon execution of
	 	 	 	 
	 
	 	 	 	 	 	this Agreement and
	 	 	 	 
	 
	 	 	 	 	 	promptly following
	 	 	 	 
	J. Aron and Belden
	 	 	 	 	 	reasonable demand
	 	 	 	 
	& Blake
	 	Evidence of authority of signatories
	 	by the other party
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	J. Aron
	 	Guaranty of J. Aron’s Credit
	 	Upon execution of
	 	No

	 
	 	Support Provider
	 	this Agreement, if
	 	 	—	 
	 
	 	 	 	 	 	not already
	 	 	 	 
	 
	 	 	 	 	 	provided
	 	 	 	 
	 
	 	Guaranties of Belden & Blake’s
	 	Upon execution of
	 	 	 	 
	 
	 	Credit Support Providers and each
	 	this Amended and
	 	 	 	 
	 
	 	of the Credit Support Documents in
	 	Restated Schedule,
	 	 	 	 
	 
	 	relation to Belden & Blake’s
	 	if not previously
	 	 	 	 
	Belden & Blake
	 	obligations hereunder
	 	provided
	 	No

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	In the case of
	 	 	 	 
	 
	 	 	 	 	 	audited annual
	 	 	 	 
	 
	 	 	 	 	 	financial
	 	 	 	 
	 
	 	 	 	 	 	statements, within
	 	 	 	 
	 
	 	 	 	 	 	90 days following	 	 	 	 
	 
	 	 	 	 	 	the end of the
	 	 	 	 
	 
	 	 	 	 	 	relevant fiscal
	 	 	 	 
	 
	 	 	 	 	 	year, and in the
	 	 	 	 
	 
	 	 	 	 	 	case of unaudited
	 	 	 	 
	 
	 	 	 	 	 	quarterly financial
	 	 	 	 
	 
	 	 	 	 	 	statements, within
	 	 	 	 
	 
	 	 	 	 	 	45 days of the	 	 	 	 
	 
	 	 	 	 	 	relevant quarterly
	 	 	 	 
	 
	 	 	 	 	 	period (it being
	 	 	 	 
	 
	 	 	 	 	 	understood and
	 	 	 	 
	 
	 	 	 	 	 	agreed that the
	 	 	 	 
	 
	 	 	 	 	 	filing of such
	 	 	 	 
	 
	 	Copy of the most recent audited
	 	financial
	 	 	 	 
	 
	 	annual financial statements and/or
	 	statements with the
	 	 	 	 
	 
	 	of the unaudited quarterly
	 	Securities and
	 	 	 	 
	 
	 	financial statements of, in the
	 	Exchange Commission
	 	 	 	 
	 
	 	case of J. Aron, The Goldman Sachs
	 	shall be deemed to
	 	 	 	 
	 
	 	Group, Inc. or its successor
	 	constitute delivery
	 	 	 	 
	J. Aron and Belden
	 	(“Goldman Group”), and, in the case	 	for purposes of
	 	 	 	 
	& Blake
	 	of Belden & Blake, Belden & Blake.
	 	this provision
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 






1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Belden & Blake
	 	Semi-annual
	 	Date the
	 	Yes

	 
	 	Engineering Report
	 	Engineering Report
	 	 	—	 
	 
	 	(as defined in the
	 	is required to be
	 	 	 	 
	 
	 	Borrowing Base
	 	provided under the
	 	 	 	 
	 
	 	Facility)
	 	Borrowing Base
	 	 	 	 
	 
	 	 	 	 	 	Facility
	 	 	 	 
	Belden & Blake
	 	Copy of each of the
	 	At the time such
	 	Yes

	 
	 	periodic reports,
	 	reports,
	 	 	—	 
	 
	 	certificates and
	 	certificates and
	 	 	 	 
	 
	 	other documentation
	 	other documentation
	 	 	 	 
	 
	 	required to be
	 	is required to be
	 	 	 	 
	 
	 	provided to the
	 	provided  to the
	 	 	 	 
	 
	 	Lenders under
	 	Lenders under the
	 	 	 	 
	 
	 	Section 5.1 of the
	 	Borrowing Base
	 	 	 	 
	 
	 	Borrowing Base
	 	Facility
	 	 	 	 
	 
	 	Facility
	 	 	 	 	 	 	 	 
	 
	 	Legal Opinion as to
	 	 	 	 	 	 	 	 
	 
	 	the authorization,
	 	 	 	 	 	 	 	 
	 
	 	execution and
	 	 	 	 	 	 	 	 
	 
	 	delivery of this
	 	 	 	 	 	 	 	 
	 
	 	Agreement and the
	 	 	 	 	 	 	 	 
	 
	 	legal, valid and
	 	 	 	 	 	 	 	 
	 
	 	binding nature of
	 	 	 	 	 	 	 	 
	 
	 	this Amended and
	 	 	 	 	 	 	 	 
	 
	 	Restated Schedule
	 	 	 	 	 	 	 	 
	 
	 	to this Agreement
	 	 	 	 	 	 	 	 
	 
	 	against it and the
	 	 	 	 	 	 	 	 
	 
	 	enforceability of
	 	 	 	 	 	 	 	 
	 
	 	the Security
	 	 	 	 	 	 	 	 
	 
	 	Documents and the
	 	 	 	 	 	 	 	 
	 
	 	validity of the
	 	 	 	 	 	 	 	 
	 
	 	security interests
	 	 	 	 	 	 	 	 
	 
	 	granted thereunder
	 	 	 	 	 	 	 	 
	 
	 	to the extent
	 	 	 	 	 	 	 	 
	 
	 	provided for the
	 	Contemporaneous
	 	 	 	 
	 
	 	closing of the
	 	with the execution
	 	 	 	 
	J Aron and Belden &
	 	Borrowing Base
	 	of this Amended and
	 	 	 	 
	Blake
	 	Facility.
	 	Restated Schedule
	 	No

	 
	 	 	 	 	 	 	 	 	 	 	 	 






Part 4. Miscellaneous




	 	(a)	 	Addresses for Notices. For the purpose of Section 12(a):





Address for notices or communications to J. Aron:



	 	 	 
	 
	 	 
	Address: J. Aron & Company

	 	

	 
	 	 
	
 
	 	85 Broad Street
	 
	 	 
	
 
	 	New York, New York 10004
	 
	 	 
	NATURAL GAS

	 	

	 

	 	

	 
	 	 
	Attention: Energy Operations

	 	

	 
	 	 
	Telephone: (212) 357-0326

	 	

	 
	 	 
	Facsimile: (212) 493-9849

	 	

	 
	 	 
	OIL

	 	

	 

	 	

	 
	 	 
	Attention: Energy Operations

	 	

	 
	 	 
	Telephone: (212) 357-0326

	 	

	 
	 	 
	Facsimile: (212) 493-9849

	 	

	 
	 	 






2





Address for notices or communications to Belden & Blake:



	 
	 

	Address: Belden & Blake Corporation

	 

	5200 Stoneham Road

	 

	North Canton, OH 44720-0500

	 

	Attention: Chief Financial Officer

	 

	Telephone: (330) 498-5737

	 

	Facsimile: (330) 498-8737

	 

	with a copy to: Enervest Management Partners, Ltd.

1001 Fannin St. , Suite 800

Houston, Tx. 77002-6708

Attn: Mr. James M. Vanderhider

Executive Vice President








	 	(b)	 	Process Agent. For the purpose of Section 13(c):






J. Aron appoints as its Process Agent: Not applicable.




Belden & Blake appoints as its Process Agent: Not applicable.




	 	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.






	 	(d)	 	Multibranch Party. For the purpose of Section 10(c):






J. Aron is not a Multibranch Party.




Belden & Blake is not a Multibranch Party.




	 	(e)	 	Calculation Agent. The Calculation Agent is J. Aron.






	 	(f)	 	Credit Support Document. Details of any other Credit Support Document, each
of which is incorporated by reference in, and made part of, this Agreement and each
Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in
this Agreement or such Confirmation:






With respect to Belden & Blake, any guaranty or other form of credit support
provided on behalf of Belden & Blake at any time shall constitute a Credit Support
Document with respect to the obligations of Belden & Blake. Each of the Collateral
Trust Agreement and the mortgages, security agreements and pledge agreements
constituting Security Documents (as defined in the Collateral Trust Agreement),
other than any such Security Documents that do not secure Hedge Agreement
Obligations (as defined in the Collateral Trust Agreement) (collectively referred
to herein as the “Collateral Documents”) shall constitute Credit Support Documents
with respect to Belden & Blake. Belden & Blake and J. Aron acknowledge and agree
that such Collateral Documents constitute a source of credit support for the
obligations of Belden & Blake that is separate from, independent of, and not
limited by, the Credit Support Annex.




	 	 	 	With respect to J. Aron, the guaranty by The Goldman Sachs Group,
Inc. (“Goldman Group”) in favor of Belden & Blake as beneficiary thereof shall
constitute a Credit Support Document with respect to the obligations of J.
Aron.






	 	(g)	 	Credit Support Provider.






Credit Support Provider means in relation to J. Aron, Goldman Group.




Credit Support Provider means in relation to Belden & Blake, each of the wholly
owned subsidiaries of Belden & Blake that are Guarantors under the Borrowing Base
Facility and any party that at any time provides a guaranty or other form of credit
support on behalf of Belden & Blake but shall not include any issuer of a Letter of
Credit under the terms of the Credit Support Annex.




	 	(h)	 	Governing Law. Section 13(a) is hereby replaced with the following:






	 	(i)	 	Governing Law. This Agreement, each Transaction entered into
hereunder, and all matters arising in connection with this Agreement will be
governed by, and construed and enforced in accordance with, the law of the
State of New York.






	 	(i)	 	Jurisdiction. Section 13(b) is hereby amended by:






	 	(i)	 	deleting in the second line of subparagraph (i) thereof the
word “non-”; and






	 	(ii)	 	deleting the final paragraph thereof.






	 	(j)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply to
Transactions.





Part 5. Other Provisions.




	 	(a)	 	Accuracy of Specified Information. Section 3(d) is hereby amended by adding
in the third line thereof after the word “respect” and before the period, the phrase
“or, in the case of audited or unaudited financial statements, a fair presentation in
all material respects of the financial condition of the relevant person subject, in
the case of any unaudited financial statements, to changes resulting from audit and
normal year-end adjustments.”






	 	(b)	 	Scope of Agreement. Notwithstanding anything contained in this Agreement to
the contrary, any transaction which may otherwise constitute a “Specified Transaction”
for purposes of this Agreement which has been or will be entered into between J. Aron
and Belden & Blake, shall constitute a “Transaction” which is subject to, governed by,
and construed in accordance with the terms of this Agreement, unless the Confirmation
thereto expressly provides otherwise.






	 	(c)	 	Additional Representations. The parties agree to amend Section 3 by adding
new Sections 3(g), (h), (i), and (j) as follows:






	 	(i)	 	Eligible Contract Participant. It is an “eligible contract
participant” as defined in the U.S. Commodity Exchange Act.






	 	(ii)	 	Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of that Transaction.






	 	(iii)	 	Assessment and Understanding. It is capable of assessing
the merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and
risks of that Transaction. It is also capable of assuming, and assumes, the
risks of that Transaction.






	 	(iv)	 	Status of Parties. The other party is not acting as a
fiduciary for or an adviser to it in respect of that Transaction. 






	 	(d)	 	Transfer. The following amendments are hereby made to Section 7:






	 	(i)	 	In the third line, insert the words “which consent will not
be arbitrarily withheld or delayed,” immediately before the word “except”; and






	 	(ii)	 	in clause (a), insert the words “or reorganization,
incorporation, reincorporation, or reconstitution into or as,” immediately
before the word “another.”






	 	(iii)	 	The following new sentence is added after clause (b):
“Nothing in this Section 7 shall prevent (A) a party from granting a security
interest in this Agreement and the Transactions entered into pursuant to this
Agreement to secure its obligations to its creditors or any one or more groups
of its creditors and (B) such party’s secured creditors from exercising
remedies available to them in respect of this Agreement; provided, however,
that in all cases the grant of such a security interest and the exercise of
such remedies shall be subject to the rights of the other party to this
Agreement to exercise its contractual and other rights (including, without
limitation, the right to designate an Early Termination Date and effect rights
to terminate, liquidate and net Transactions, to exercise rights with respect
to Posted Credit Support and to exercise rights of set-off).”






	 	(e)	 	Consent to Recording. The parties agree that each party or its agent may
electronically record all telephone conversations between them, with or without the
use of a warning tone, and that, it may be used in a Proceeding solely for the purpose
of establishing, and only to the extent reasonably necessary to establish, the
existence of a Transaction and the terms thereof.






	 	(f)	 	Definitions. The following amendments are hereby made to Section 14:






	 	(i)	 	“Default Rate” shall be the overnight London Interbank
Offered Rate, as determined by the relevant payee in a commercially reasonable
manner plus 1%, and






	 	(ii)	 	“Termination Currency” means U.S. Dollars.






	 	(g)	 	Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be held to
be invalid or unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and effect
as if this Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter of
this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the parties to this
Agreement; provided, however, that this Agreement shall be deemed to be invalid and
unenforceable if any provision of Sections 1(c), 2, 5, 6, or 13 (or any definition or
provision in Section 14 to the extent it relates to, or is used in or in connection
with, any such Section) shall be so held to be invalid or unenforceable.






	 	(h)	 	Set-off. The parties agree to amend Section 6 by adding a new Section 6(f)
as follows:






“(f) Upon the occurrence of an Event of Default or Termination Event under Section
5(b)(iv) with respect to a party (“X”), the other party (“Y”) will have the right
(but not be obliged) without prior notice to X or any other person to set-off or
apply any obligation of X owed to Y (whether or not matured or contingent and
whether or not arising under this Agreement, and regardless of the currency, place
of payment or booking office of the obligation) against any obligation of Y owed to
X (whether or not matured or contingent and whether or not arising under this
Agreement, and regardless of the currency, place of payment or booking office of
the obligation). Y will give notice to the other party of any set-off effected
under this Section 6(f).




Amounts (or the relevant portion of such amounts) subject to set-off may be
converted by Y into the Termination Currency at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to purchase
the relevant amount of such currency.




If any obligation is unascertained, Y may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting to
the other when the obligation is ascertained.




Nothing in this Section 6(f) shall be effective to create a charge or other
security interest. This Section 6(f) shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other right to which any
party is at any time otherwise entitled (whether by operation of law, contract or
otherwise).”




	 	(i)	 	Definitions. This Agreement, each Confirmation and each Transaction is
subject to the 2000 ISDA Definitions and the 1993 ISDA Commodity Derivatives
Definitions as supplemented by the 2000 Supplement to the 1993 ISDA Commodity
Derivatives Definitions as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”) and the 1998 FX and Currency Option Definitions as
published by ISDA, the Emerging Markets Traders Association, and the Foreign Exchange
Committee (together, the “Definitions”), and will be governed in all respects by the
Definitions (except that references to “Swap Transactions” in the Definitions will be
deemed to be references to “Transactions”). The Definitions are incorporated by
reference in, and made part of, this Agreement and each Confirmation as if set forth
in full in this Agreement and such Confirmations. In the event of any inconsistency
between the provisions of this Agreement and the Definitions, this Agreement will
prevail. Subject to Section 1(b), in the event of any inconsistency between the
provisions of any Confirmation, this Agreement, and the Definitions, such Confirmation
will prevail for the purpose of the relevant Transaction.






	 	(j)	 	Market Disruption Events; Disruption Fallbacks. The following will
constitute Market Disruption Events within the meaning of the Definitions: Price
Source Disruption, Trading Suspension, Disappearance of Commodity Reference Price,
Material Change in Formula, Material Change in Content. In the event of a Market
Disruption Event, the following Disruption Fallbacks will apply in the order
specified: (i) Fallback Reference Price, (ii) Postponement (with two Maximum Days of
Disruption), (iii) Negotiated Fallback, (iv) Fallback Reference Dealers, and (v)
Calculation Agent Determination. “Additional Market Disruption Events” shall apply
only if so specified in the relevant Confirmation.






	 	(k)	 	Waiver of Trial by Jury. Each party hereby irrevocably waives any and all
right to trial by jury in any Proceeding.






	 	(l)	 	Collateral. So long as any Transaction is outstanding under this Agreement
and until termination of the obligations of Belden & Blake under this Agreement and
except to the extent that J. Aron is otherwise secured by (i) one or more Letters of
Credit or (ii) a first priority Lien on the collateral identified in the Collateral
Documents, J. Aron shall have the benefit of a second priority Lien in the collateral
identified in the Collateral Documents. Other than as provided in the Collateral
Trust Agreement and the other Collateral Documents, no such Collateral shall be
released by Belden & Blake or any other owner of such Collateral without the prior
written consent of J. Aron.






	 	(m)	 	Reduction of Hedges Following Asset Sale. In the event that Belden & Blake
consummates an Asset Sale (as such term is defined in the Borrowing Base Facility)
and, after giving effect to any reinvestment of the proceeds from such Asset Sale
during the 360 day period following such Asset Sale, the production volume which is
hedged in each calendar month exceeds the Applicable Percentage of expected production
from Proved Developed Producing Reserves (as such term is defined in the Borrowing
Base Facility), in each case as determined based on the most recent Engineering Report
delivered pursuant to the Borrowing Base Facility as adjusted to the extent
applicable, for such Asset Sale and reinvestment, if any, and any other acquisitions
consummated after the effective date of such Engineering Report, then the parties
shall mutually agree to ratably reduce the aggregate notional quantity which is hedged
for any relevant Determination Period (as specified in the relevant Confirmation)
thereafter under the Transactions and any other Permitted Hedge Transactions to which
Belden & Blake is a party from and including the Determination Period in which such
excess is determined, by a mutually agreed quantity per Determination Period (each a
“Reduction Quantity”) such that Belden & Blake’s hedged volume (after the ratable
reduction of Transactions and other Permitted Hedge Transactions) does not exceed the
Applicable Percentage of expected production from Proved Developed Producing Reserves,
in each case as determined based on the most recent Engineering Report delivered
pursuant to the Borrowing Base Facility as adjusted to the extent applicable, for such
Asset Sale and reinvestment, if any. The Transactions’ ratable share of each such
Reduction Quantity shall be treated as a “Terminated Transaction” and the date on
which the determination of the Reduction Quantities is made shall be treated as an
Early Termination Date with respect thereto for purpose of determining whether a
settlement amount is owing between the parties, which settlement amount (if any) shall
be determined with respect to the Reduction Quantities in accordance with Section
6(e)(ii)(1) of this Agreement with Belden & Blake being the sole Affected Party. For
purposes of this provision, “Applicable Percentage” means the greater of the
percentage of production volume which is hedged in each calendar month immediately
preceding and before giving effect to such Asset Sale and 75%.






	 	(n)	 	Bankruptcy. For purposes of this Agreement, Section 5(a)(vii) is hereby
modified by deleting the number “30” as it appears after the word “within” and before
the word “days” in the tenth and eighteenth lines thereof and inserting the number
“60” in place thereof.






	 	(o)	 	Tax Event. For purpose of this Agreement, Section 5(b)(ii) is hereby amended
to delete the words “, or there is a substantial likelihood that it will,” as they
appear after the word “will” and before the word “on” in the fourth line thereof.






	 	(p)	 	Confirmations. Section 9(e)(ii) is hereby amended by deleting the second
sentence thereof and inserting the following in its place:






“On or promptly following a Trade Date of a Transaction, J. Aron will send to
Belden & Blake a Confirmation. Belden & Blake will promptly thereafter confirm the
accuracy of, or require the correction of, such Confirmation. If any disputes
shall arise as to whether an error exists in a Confirmation, the parties shall in
good faith make reasonable efforts to resolve the dispute. If Belden & Blake fails
to accept or dispute the Confirmation in the manner described above within five (5)
Local Business Days after such Confirmation was sent by J. Aron, the Confirmation
shall be deemed to correctly reflect the parties’ agreement on the terms of the
Transaction referred to therein, absent manifest error.




	 	(q)	 	LIMITATION OF LIABILITY. NO PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE FOR
SPECIAL, PUNITIVE, EXEMPLARY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (WHETHER
OR NOT ARISING FROM ITS NEGLIGENCE) TO THE OTHER PARTY; PROVIDED, HOWEVER, THAT
NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OR OPERATION OF SECTION 6(e)
OF THIS AGREEMENT. IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO
THIS AGREEMENT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND
AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT
IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A
PENALTY.






	 	(r)	 	Application of Uniform Commercial Code. The parties agree that Section 2-609
of the New York Uniform Commercial Code and any analogous common law rights shall not
apply to this Agreement.






	 	(s)	 	Additional Definitions. Section 14 is hereby amended to include the following
definitions in applicable alphabetical order:






“Borrowing Base Facility” means the First Amended and Restated
Credit Agreement dated as of August 16, 2005 among Belden & Blake, certain of its
subsidiaries as guarantors, the lender parties thereto, and BNP Paribas, as
administrative agent, as the same may be amended, modified, or supplemented from
time to time.




“Capital Lease” means, as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity with
U.S. generally accepted accounting principles consistently applied, is or should be
accounted for as a capital lease on the balance sheet of that Person.




“Collateral Trust Agreement” has the meaning specified in the Borrowing
Base Facility.




“Change of Control” means the failure at any time of EnerVest Management
Partners, Ltd. to serve as either the investment manager, general partner or
managing member of the fund or funds that singly or in aggregate own not less than
60% on a fully diluted basis of the economic and voting interests in the capital
stock of Belden & Blake.




“Hedging Policies” means the hedging policies of Belden & Blake as set
forth in Exhibit A hereto.




“Lien” means (i) any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, and any lease
in the nature thereof) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing and (ii) in the case of
Securities, any purchase option, call or similar right of a third party with
respect to such Securities.




“Indebtedness”, as applied to any Person, means, without duplication, (i)
all indebtedness for borrowed money; (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet in
conformity with United States generally accepted accounting principles; (iii) notes
payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money; (iv) any obligation owed for all or
any part of the deferred purchase price of property or services (excluding any such
obligations incurred under the Employment Retirement Income Security Act of 1974,
as amended from time to time), which purchase price is (a) due more than six months
from the date of incurrence of the obligation in respect thereof or (b) evidenced
by a note or similar written instrument; (v) all indebtedness secured by any Lien
on any property or asset owned or held by that person regardless of whether the
indebtedness secured thereby shall have been assumed by that person or is
nonrecourse to the credit of that person; (vi) the face amount of any letter of
credit issued for the account of that person or as to which that person is
otherwise liable for reimbursement of drawings; (vii) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse by
such person of the obligation of another; (viii) any obligation of such person the
primary purpose or intent of which is to provide assurance to an obligee that the
obligation of the obligor thereof will be paid or discharged, or any agreement
relating thereto will be complied with, or the holders thereof will be protected
(in whole or in part) against loss in respect thereof; (ix) any liability of such
person for an obligation of another through any agreement (contingent or otherwise)
(a) to purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (b) to maintain the solvency or any balance sheet item, level of
income or financial condition of another if, in the case of any agreement described
under subclauses (a) or (b) of this clause (ix), the primary purpose or intent
thereof is as described in clause (viii) above; and (x) all obligations of such
person in respect of any exchange traded or over the counter derivative transaction
whether entered into for hedging or speculative purposes.




“Other Permitted Second Priority Secured Indebtedness” means the 8.75%
Senior Secured Notes due 2012 and any other Parity Lien Debt (as defined in the
Collateral Trust Agreement), other than any Indebtedness arising under this
Agreement.




“Parent Equity” means any capital contributions made or shares of capital
stock or other equity interests purchased by any direct or indirect owner of Belden
& Blake’s equity interests on or after the date hereof.




“Parent Indebtedness” means any Indebtedness owing by Belden & Blake or any
of its Subsidiaries to any direct or indirect owner of Belden & Blake’s equity
interests which is subordinated to the Indebtedness of Belden & Blake under this
Agreement in a manner satisfactory to J. Aron in its reasonable discretion.




“Permitted First Priority Secured Indebtedness” means all Obligations (as
defined in the Borrowing Base Facility) and any other Priority Lien Debt (as
defined in the Collateral Trust Agreement), which, in the case of transactions that
fall within clause (x) of the definition of Indebtedness, are Permitted Hedge
Transactions and which in the case of funded debt for money borrowed under the
Borrowing Base Facility do not in aggregate exceed the sum of (A) the difference
between (i) $215 million minus (ii) 70% of all Other Permitted Second
Priority Secured Indebtedness plus (B) amounts attributable to increases in the
“Borrowing Base” (as defined in the Borrowing Base Facility but without regard to
clause (b) of such definition)under the Borrowing Base Facility arising after the
date of this Amended and Restated Agreement in accordance with the terms of the
Borrowing Base Facility (it being understood that for this purpose such amount
shall be determined in accordance with the Closing Date Standards).




“Permitted Hedge Transactions” means forwards, options or swaps in or in
respect of commodities or in or in respect of interest rates or currencies
(collectively, “Hedge Transactions”) that (i) are entered into by Belden & Blake
after the date of this Amended and Restated Schedule and (ii) which, when
aggregated with all outstanding Hedge Transactions, comply with the terms of the
Hedging Policies and would not cause Belden & Blake not to be in compliance with
the Hedging Policies.




“Permitted Second Priority Secured Indebtedness” means (i) the obligations
of Belden & Blake under this Agreement, (ii) the obligations of Belden & Blake
under the BNP Swap, if applicable (as defined in the Borrowing Base Facility as in
effect on the date hereof), and (iii) Other Permitted Second Priority Secured
Indebtedness.




“Person” means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited liability
partnerships, joint stock companies, joint ventures, associations, companies,
trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governmental authorities.




“Securities” means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as “securities” or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.




IN WITNESS WHEREOF, the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this document.



	 	 	 
	BELDEN & BLAKE CORPORATION	 	J. ARON & COMPANY
	By: /s/ James M. Vanderhider

	 	By: /s/ Susan Rudov
	 

	 	 
	 
	 	 
	Name: James M. Vanderhider

	 	Name: Susan Rudov
	 
	 	 
	Title: President and COO

	 	Title: Vice President
	 
	 	 
	Date: August 16, 2005

	 	Date: August 15, 2005
	 
	 	 






3




Exhibit A




Hedging Policies




	 	 	 
	Belden & Blake Creditworthiness Requirements:

	 	Not less than A from S&P or A2 from Moody’s
	 

	 	

	Tenor Restriction:




Quantity (notional/actual) Limitation:

	 	No hedge transaction shall have a settlement/delivery date that

is more than 3 years from the trade execution date

Total hedged quantity not to exceed 75% of PDPs
	 

	 	

	 
	 	 







4