satisfactionof the conditions precedent set forth below and is limited to the Covenant Waiver. Such waiver islimited to the extent described herein and shall not be construed to be a consent to or permanentwaiver of any provision in Section 6.8(b) of the Credit Agreement, or any other terms, provisions,covenants, warranties, or agreements contained in the Credit Agreement or in any of the otherCredit Documents. The description herein of the Covenant Waiver is based upon information providedto the Lenders on or prior to the date hereof and shall not be deemed to exclude the existence ofany Defaults or Events of Default other than the Event of Default which may exist as of December31, 2009 under Section 6.8(b) of the Credit Agreement if the Lenders do not agree to the CovenantWaiver.(b) On or about November 9, 2009 the Company sold some of its interest in undeveloped acreagelocated in Bradford County, Pennsylvania (“Subject Sale”). Such Subject Sale wasprohibited under Section 6.9 of the Credit Agreement and therefore, such Subject Sale resulted inthe occurrence of an Event of Default (the “Existing Default”). The Company herebyacknowledges the existence of such Existing Default . The Lenders agree, subject to the terms andconditions of this Agreement, to waive the Existing Default. The waiver by the Lenders describedin this clause (b) is contingent upon the satisfaction of the conditions precedent set forth belowand is limited to the Existing Default. Such waiver is limited to the extent described herein andshall not be construed to be a consent to or permanent waiver of any provision in Section 6.9 ofthe Credit Agreement, or any other terms, provisions, covenants, warranties, or agreementscontained in the Credit Agreement or in any of the other Credit Documents. The description hereinof the Existing Default is based upon information provided to the Lenders on or prior to the datehereof and shall not be deemed to exclude the existence of any other Defaults or Events of Default.(c) The Lenders reserve the right to exercise any rights and remedies available to them inconnection with any other present or future defaults with respect to the Credit Agreement or anyother provision of any Credit Document. The failure of the Lenders to give notice to the Companyof any Default or Event of Default is not intended to be nor shall be a waiver thereof. TheCompany hereby agrees and acknowledges that the Lenders require and will require strict performanceby the Company of all of its obligations, agreements, and covenants contained in the CreditAgreement and the other Credit Documents, and no inaction or action regarding any Default or Eventof Default is intended to be or shall be a waiver thereof.**Section 4.****Amendments to the Credit Agreement**.(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definedterms in alphabetical order:***“**Identified Disposition”****means, collectively, the disposition of up to 17,300of undeveloped acreage located in the Marcellus shale and comprised of 703 net acresin Bradford County, Pennsylvania, 9,000 net acres in McKean County, Pennsylvania,2,331 net acres in Somerset County, Pennsylvania, 1,336 net acres in Tioga County,Pennsylvania, 798 net acres in Washington County, Pennsylvnania, 1,039 net acres inAlegany County, New York, and 2,131 net acres in Broome County, New York.****“Consolidated Senior Secured Debt”****means, as at any date of determination, theaggregate amount of Loans outstanding and the Letter of Credit Usage.****“**Senior Secured Leverage Ratio”****means the ratio as of the last day of anyFiscal Quarter or other date of determination of (i) Consolidated Senior SecuredDebt as ofsuch day to (ii) Consolidated EBITDAX for the four-Fiscal Quarter period ending onsuch date (or if such date of determination is not the last day of a Fiscal Quarter,for the*
 
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*four-Fiscal Quarter period ending as of the most recently concluded FiscalQuarter for which financial statements have been required to be delivered under thisAgreement).*(b) Section 1.01 of the Credit Agreement is hereby further amended by replacing the definedterm “Consolidated Interest Expense” in its entirety with the following:*“****Consolidated Interest Expense****” means, for any period, total interest expense(including that portion attributable to Capital Leases in accordance with GAAP andcapitalized interest net of payments received under Interest Rate Agreements) ofCompany and its Restricted Subsidiaries on a consolidated basis with respect to alloutstanding Indebtedness of Company and its Restricted Subsidiaries, including allcommissions, discounts and other fees and charges owed with respect to letters ofcredit and net costs under Interest Rate Agreements, but excluding, however, (a) anyamounts referred to in Section 2.**11(e)**payable on or before the Closing Date and (b)any payments required under Interest Rate Agreements in the event of an earlytermination thereof, after giving effect to any netting agreements.*(c) Section 1.01 of the Credit Agreement is hereby amended by deleting each reference to"*greater than*” found in clause (b) of the definition of “*Applicable Margin*” and replacing it with areference to “*less than*.”(d) Section 6.5 of the Credit Agreement is hereby deleted in its entirety and replaced withthe following:***6.5 Restricted Junior Payments****. No Credit Party shall, nor shall it permit anyof its Restricted Subsidiaries or Affiliates through any manner or means or throughany other Person to (a) directly or indirectly, declare, order, pay, make or setapart, or agree to declare, order, pay, make or set apart, any sum for anyRestricted Junior Payment, including but not limited to, principal payments on theSenior Secured Indebtedness but excluding interest payments on any Senior SecuredIndebtedness or (b) otherwise make any optional or voluntary repurchase, redemption,prepayment, repayment, defeasance or any other acquisition or retirement for value(or the segregation of funds with respect to any of the foregoing in this clause(b)) of the Senior Secured Indebtedness;**provided**that, during the FiscalQuarters ending March 31, 2010 and June 30, 2010, Company may make cash interestpayments to Capital C Energy Operations, L.P. accruing under that certainSubordinated Promissory Note dated August 16, 2005 in the original principal amountof $94,000,000 so long as the aggregate amount of such interest payments does notexceed $1,600,000.*(e) Effective as of December 31, 2009, Section 6.8(a) of the Credit Agreement is herebydeleted in its entirety and replaced with the following:*(a)**Interest Coverage Ratio**. Company shall not permit the InterestCoverage Ratio as of the last day of each Fiscal Quarter, to be less than 1.75 to1.00 for each Fiscal Quarter ending on or after December 31, 2009.*(f) Effective as of December 31, 2009, Section 6.8(b) of the Credit Agreement is herebydeleted in its entirety and replaced with the following:*(b)**Senior Secured Leverage Ratio**. Company shall not permit, as ofeach day, the Senior Secured Leverage Ratio for the four Fiscal Quarters for whichfinancial*
 
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*statements have most recently been required to be delivered under thisAgreement immediately preceding such day to exceed 2.00 to 1.00.*(g) Section 6.9 of the Credit Agreement is hereby deleted in its entirety and replaced withthe following:***6.9 Fundamental Changes; Disposition of Assets; Acquisitions****. No Credit Partyshall, nor shall it permit any of its Restricted Subsidiaries to, enter into anytransaction of merger or consolidation, or liquidate, wind-up or dissolve itself (orsuffer any liquidation or dissolution), or convey, sell, lease or sub-lease (aslessor or sublessor), exchange, transfer or otherwise dispose of, in one transactionor a series of transactions, all or any part of its business, assets or property ofany kind whatsoever, whether real, personal or mixed and whether tangible orintangible, whether now owned or hereafter acquired, or acquire by purchase orotherwise (other than purchases or other acquisitions of inventory, materials andequipment and Consolidated Capital Expenditures in the ordinary course of business)all or substantially all of the business, property or fixed assets of, or stock orother evidence of beneficial ownership of, any Person or any division or line ofbusiness or other business unit of any Person, except:**(a) any Restricted Subsidiary of Company may be merged with or into Company orany Guarantor, or be liquidated, wound up or dissolved, or all or any part of itsbusiness, property or assets may be conveyed, sold, leased, transferred or otherwisedisposed of, in one transaction or a series of transactions, to Company or anyGuarantor; provided, in the case of such a merger, Company or such Guarantor, asapplicable shall be the continuing or surviving Person;**(b) sales or other dispositions of assets that do not constitute Asset Sales;**(c) any Asset Sale, the proceeds of which (valued at the principal amountthereof in the case of non-cash proceeds consisting of notes or other debtSecurities and valued at fair market value in the case of other non-cash proceeds)(i) are less than $5,000,000 with respect to any single Asset Sale or series ofrelated Asset Sales and (ii) when aggregated with the proceeds of all other AssetSales made after September 25, 2009, are less than $10,000,000;**provided**that, with respect to any Asset Sale permitted under this clause (c), (A) theconsideration received for such assets shall be in an amount at least equal to thefair market value thereof (determined in good faith by a Financial Officer ofCompany), and (B) no less than 75% thereof shall be paid in cash;**(d) disposals of obsolete, worn out or surplus property;**(e) Permitted Acquisitions, provided, that in connection with any PermittedAcquisition, any Restricted Subsidiary of Company may be merged with or into anycompany acquired in such Permitted Acquisition so long as such Guarantor shall bethe continuing or surviving Person;**(f) Dispositions of Oil and Gas Properties of the Company and the Guarantorsincluding the Identified Disposition; provided that (i) such Oil and Gas Propertiesare not required to be Collateral under this Agreement, (ii) the ProvenReserves attributable to such Oil and Gas Properties are not included in theEngineering Report most recently delivered to the Administrative Agent hereunder,(iii) such Oil and*
 
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*Gas Properties were not evaluated by the Administrative Agent orthe Lenders in determining the then effective Borrowing Base, (iv) the considerationreceived for such assets shall be in an amount at least equal to the fair marketvalue thereof (determined in good faith by a Financial Officer of Company), (v) noless than 75% thereof shall be paid in cash, and (vi) the aggregate fair marketvalue of all such sales (but excluding the Identified Disposition) consummatedbetween scheduled redeterminations of the Borrowing Base may not exceed $20,000,000;**(g) the trade or exchange by Company or any Restricted Subsidiary of any Oiland Gas Property (or interest therein) owned or held by Company or such RestrictedSubsidiary and located in an area for any other Oil and Gas Property (or interesttherein) owned or held by another Person and located in the same area; provided,that, (i) the aggregate value of trades or exchanges permitted by this paragraph (g)shall not exceed $5,000,000 during any six-month period commencing January 1 andending June 30 or commencing July 1 and ending December 31, (ii) such trade orexchange may include cash or Cash Equivalents necessary in order to achieve anexchange of equivalent value , and (iii) such trade or exchange occurs in theordinary course of business for the purpose of developing Oil and Gas Propertiesthat the Company or any Restricted Subsidiary owns which are not included in suchtrade or exchange; and**(h) Investments made in accordance with Section 6.7.***Section 5.****Borrowing Base****.**Subject to the terms of this Agreement, the parties heretoagree that, as of the Effective Date, the Borrowing Base shall be equal to $65,000,000 and suchBorrowing Base shall remain in effect at such amount until the Borrowing Base is redetermined orreduced in accordance with the Credit Agreement, as amended hereby. The parties hereto agree thatthe Borrowing Base redetermination set forth in this Section 4 shall be in addition to theBorrowing Base redeterminations provided for in the Credit Agreement.**Section 6.****Company Representations and Warranties****.**The Company represents andwarrants that, after giving effect to this Agreement: (a) the representations and warrantiescontained in the Credit Agreement and the representations and warranties contained in the otherCredit Documents, are true and correct in all material respects on and as of the Effective Date asif made on as and as of such date except to the extent that any such representation or warrantyexpressly relates solely to an earlier date, in which case such representation or warranty is trueand correct in all material respects as of such earlier date; (b) after giving effect to thisAgreement, no Default has occurred and is continuing; (c) the execution, delivery and performanceof this Agreement are within the corporate power and authority of the Company and have been dulyauthorized by appropriate corporate and governing action and proceedings; (d) this Agreementconstitutes the legal, valid, and binding obligation of the Company enforceable in accordance withits terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, orsimilar laws affecting the rights of creditors generally and general principles of equity; (e)there are no governmental or other third party consents, licenses and approvals required inconnection with the execution, delivery, performance, validity and enforceability of thisAgreement; and (f) the Liens under the Security Instruments are valid and subsisting and secureCompany’s obligations under the Credit Documents.**Section 7.****Conditions to Effectiveness****.**This Agreement shall become effective on theEffective Date and enforceable against the Company, the Administrative Agent, and the Lenders uponthe occurrence of the following conditions precedent:
 
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(a) The Administrative Agent shall have received multiple original counterparts, as requestedby the Administrative Agent, of this Agreement duly and validly executed and delivered by dulyauthorized officers of the Company, the Administrative Agent and the Lenders;(b) No Default shall have occurred and be continuing as of the Effective Date.(c) The representations and warranties in this Agreement shall be true and correct in allmaterial respects.(d) The Company shall have paid all costs and expenses which have been invoiced and arepayable pursuant to Section 10.2 of the Credit Agreement.**Section 8.****Acknowledgments and Agreements****.**(a) The Company acknowledges that on the date hereof all Obligations are payable withoutdefense, offset, counterclaim or recoupment.(b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights,remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute awaiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents,(ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) anyrights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents,or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing tothem under the Credit Documents.(c) Each of the Company, the Administrative Agent and the Lenders does hereby adopt, ratify,and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the CreditAgreement, as amended hereby, is and remains in full force and effect, and the Company acknowledgesand agrees that its liabilities and obligations under the Credit Agreement, as amended hereby, arenot impaired in any respect by this Agreement. From and after the Effective Date, all references tothe Credit Agreement and the Credit Documents shall mean such Credit Agreement and such CreditDocuments as amended by this Agreement.(d) This Agreement is a Credit Document for the purposes of the provisions of the other CreditDocuments. Without limiting the foregoing, any breach of representations, warranties, andcovenants under this Agreement shall be a Default or Event of Default, as applicable, under theCredit Agreement.**Section 9.****Counterparts.** This Agreement may be signed in any number of counterparts,each of which shall be an original and all of which, taken together, constitute a singleinstrument. This Agreement may be executed by facsimile signature and all such signatures shall beeffective as originals.**Section 10.****Successors and Assigns****.**This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns permitted pursuant tothe Credit Agreement.**Section 11.****Invalidity****.**In the event that any one or more of the provisions containedin this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any other provision of thisAgreement.
 
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**Section 12.****Governing Law****.**This Agreement shall be deemed to be a contract made underand shall be governed by and construed in accordance with the laws of the State of New York.**Section 13.****Entire Agreement****.**THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THISAGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THEPARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,WRITTEN OR ORAL, WITH RESPECT THERETO.**THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.****[Signature pages follow.]**
 
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EXECUTED effective as of the date first above written.       **COMPANY:** **BELDEN & BLAKE CORPORATION**           By: /s/ James M. Vanderhider Name: James M. Vanderhider      Title: President & CFO  
 
 

 
       **ADMINISTRATIVE AGENT/LENDER:** **BNP PARIBAS,**as Administrative Agent and as Lender           By: /s/ Polly Schott Name: Polly Schott      Title: Director           By: /s/ Edward Pak Name: Edward Pak      Title: Vice President  
 
 

 
       **LENDER:** **JPMORGAN CHASE BANK, N.A.**as Lender           By: /s/ Michael A. Kamauf Name: Michael A. Kamauf      Title: Vice President  
 
 

 
       **LENDER:** **AMEGY BANK NATIONAL ASSOCIATION,**as Lender           By: /s/ Charles W. Patterson Name: Charles W. Patterson      Title: Senior Vice President