**Exhibit 10.1****FIRST AMENDMENT TO CREDIT AGREEMENT**     **THIS FIRST AMENDMENT TO CREDIT AGREEMENT**(this “First Amendment”) dated as ofSeptember 27, 2005, is among BELDEN & BLAKE CORPORATION, an Ohio corporation (“Borrower”);and BNP PARIBAS (“Lender”).**RECITALS**     A. Borrower and Lender are parties to that certain First Amended and Restated Credit andGuaranty Agreement dated as of August 16, 2005 (the “Credit Agreement”), pursuant to whichthe Lenders have made certain credit available to and on behalf of the Borrower.     B. Borrower has requested and Lender has agreed to amend certain provisions of the CreditAgreement.**AGREEMENTS**     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:Section 1. Defined Terms. Each capitalized term used herein but not otherwise definedherein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, allsection references in this First Amendment refer to sections of the Credit Agreement.Section 2. Amendments to Credit Agreement.     2.1 Amendments to Section 1.1.     (a) The following definition is hereby added where alphabetically appropriate to readas follows:          “First Amendment” means the First Amendment to Credit Agreement dated as ofSeptember 27, 2005 among Borrower and the Lenders party thereto.”     2.2 Amendments to Section 2.3.     (a) Section 2.3(b)(iv)(A) is hereby amended to read as follows: “. . .the Company andthe Guarantors, as applicable, own the Oil and Gas Properties specified therein subject toan Acceptable Security Interest on not less than 70% of the total value of Proven Reservesindicated herein, for the period from the effective date hereof through October 31, 2005,and on not less than 75% of the total value of Proven Reserves indicated herein, for theperiod from and after November 1, 2005.”
 

 
     (b) The third sentence of Section 2.3(d) is hereby amended to read as follows: “NoProven Reserves shall be included or considered for inclusion in the Borrowing Base unlessthe Administrative Agent and the Revolving Lenders shall have received, at theCompany’s expense, evidence of title reasonably satisfactory in form and substance tothe Administrative Agent that the Administrative Agent has an Acceptable Security Interestin not less than 70% of the value of the Oil and Gas Properties relating thereto pursuant tothe Security Instruments, for the period from the effective date hereof through October 31,2005, and in not less than 75% of the total value of the Oil and Gas Properties relatingthereto pursuant to the Security Instruments for the period from and after November 1,2005.”     2.3 Amendment to Section 3.1.     (a) The figure “80%” in line 5 of Section 3.1(i)(i) is hereby amended to read “70%”.     2.4 Amendment to Section 4.14.     (a) The last sentence of Section 4.14(b) is hereby amended to read as follows: “As ofthe Closing Date, with respect to Hydrocarbon Interests set forth on Schedule 4.14constituting 70% of the total value of Proven Reserves, each Credit Party has a net revenueinterest no less than the net revenue interest set forth on such Schedule for such ProvenReserves.”     2.5 Amendment to Section 5.11.     (a) Lines 8-10 of Section 5.11(b), commencing with the word “shall and terminating withthe word “Report” shall be revised to read as follows: “. . .shall represent no less than70% of the value of the Proven Reserves of Company and the Guarantors based on the mostrecent Engineering Report, for the period from the effective date hereof through October 31,2005, and 75% of the value of the Proven Reserves of Company and the Guarantors based on themost recent Engineering Report, for the period from and after November 1, 2005.”     2.6 Amendment to Section 5.12.     (a) Lines 13 and 14 of Section 5.12, commencing with the word “constituting” andterminating with the word “Report” shall be revised to read as follows” “. . .constitutingat least 70% of the value of the Proven Reserves of Company and the Guarantors based on themost recent Engineering Report, for the period from the effective date hereof throughOctober 31, 2005, and 75 % of the value of the Proven Reserves of Company and the Guarantorsbased on the most recent Engineering Report, for the period from and after November 1,2005.”Section 3. Conditions Precedent.
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     3.1 This First Amendment shall become effective as of the date first set forth above when eachof the following conditions is satisfied or waived in accordance with the applicable terms of theCredit Agreement:     (a) The Administrative Agent and Lender shall have received all fees and other amountsdue and payable, if any, in connection with this First Amendment on or prior to theeffective date hereof.     (b) No Default shall have occurred and be continuing, after giving effect to the termsof this First Amendment.Section 4. Miscellaneous.     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this FirstAmendment, shall remain in full force and effect following the effectiveness of this FirstAmendment.     4.2 Counterparts. This First Amendment may be executed by one or more of the partieshereto in any number of separate counterparts, and all of such counterparts taken together shall bedeemed to constitute one and the same instrument. Delivery of this First Amendment by facsimiletransmission shall be effective as delivery of a manually executed counterpart hereof.     4.3 No Oral Agreement. This First Amendment and the Credit Agreement represent thefinal agreement between the parties and may not be contradicted by evidence of prior,contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oralagreements between the parties.     4.4 GOVERNING LAW. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITYAND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.[SIGNATURES BEGIN NEXT PAGE]
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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be dulyexecuted to be effective as of the date first written above.       BELDEN & BLAKE CORPORATION      By: /s/ James M. Vanderhider      Name: James M. Vanderhider     Title: President and Chief OperatingOfficer    
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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed tobe effective as of the date first written above.       BNP PARIBAS      By: /s/ Gabe Ellisor     Name: Gabe Ellisor     Title: Authorized Signatory      By: /s/ Polly Schott     Name: Polly Schott     Title: Authorized Signatory
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