defaults withrespect to the Credit Agreement or any other provision of any Credit Document. The description herein of the Covenant Waiver is based uponinformation provided to the Lenders on or prior to the date hereof and shall not be deemed toexclude the existence of any Defaults or Events of Default other than the Event of Default whichmay exist as of March 31, 2009 under Section 6.8(b) of the Credit Agreement if the Lenders do notagree to the Covenant Waiver. The failure of the Lenders to give notice to the Company of any suchother Default or Event of Default is not intended to be nor shall be a waiver thereof. The Companyhereby agrees and acknowledges that the Lenders require and will require strict performance by theCompany of all of its obligations, agreements, and covenants contained in the Credit Agreement andthe other Credit Documents, and no inaction or action regarding any Default or Event of Default isintended 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 deleting the definitions of“*Applicable Margin*”, “*Asset Sale*”, “*Base Rate*” and *“Borrowing Base”*in their entirety and replacingthem with the following corresponding terms:*“****Applicable Margin****” means, on any date of its determination, a percentage perannum, determined by reference to the Utilization in effect at BNPP’s close ofbusiness in New York City on such date for the Type of Loan or the Commitment Fee asset forth below:*               **Applicable Margin**  **Applicable Margin for**  **Applicable Margin for** **Utilization** **for Base Rate Loans**  **Eurodollar Rate Loans**  **Commitment Fees** < 25%  1.00%  2.50%  0.50%3 25%            < 50%  1.25%  2.75%  0.50%3 50%            < 75%  1.50%  3.00%  0.50%3 75%  1.75%  3.25%  0.50%*The Applicable Margin shall increase by 2.00% during any Deficiency Period.**“****Asset Sale****” means a sale, lease or sub-lease (as lessor or sublessor), saleand leaseback, assignment, conveyance, transfer or other disposition to, or anyexchange of property with, any Person (other than Company or any Guarantor), in onetransaction or a series of transactions, of all or any part of Company’s or any ofits Restricted Subsidiaries’ businesses, assets or properties of any kind, includingProduction Payments, whether real, personal, or mixed and whether tangible orintangible, whether now owned or hereafter acquired, including, without limitation,the Capital Stock or Securities of any of Company’s Restricted Subsidiaries, otherthan (i) Hydrocarbons (or other inventory or goods) sold or leased in the ordinarycourse of business (excluding any such sales by operations or divisions discontinuedor to be discontinued), (ii) during the Adjustment Period, sales of assets (otherthan Hydrocarbons, other inventory or goods) for aggregate consideration of lessthan $100,000 with respect to any transaction or series of related transactions andless than $500,000 in the aggregate during any Fiscal Year, and (iii) uponexpiration of the Adjustment Period, sales of assets (other than Hydrocarbons, otherinventory or goods) for aggregate consideration of less than $250,000 with respectto any transaction or series of related transactions and less than $1,500,000 in theaggregate during any Fiscal Year.*
 
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*“****Base Rate****” means, for any day, a rate per annum equal to the greatest of thethen determinable (a)  Prime Rate in effect on such day, (b)  the Federal FundsEffective Rate in effect on such day plus 1/2 of 1%, and (c) the LIBO Rate on such day(or if such day is not a Business Day, the immediately preceding Business Day) plus1.50%, provided that, in the context of this definition of Base Rate and for theavoidance of doubt, “LIBO Rate” means, for any day, the rate as quoted to BNPP’sLondon office for Dollar deposits of $5,000,000 having a one-month maturity atapproximately 11:00 a.m. London time on such day. Any change in the Base Rate dueto a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rateshall be effective from and including the effective date of such change in the PrimeRate, the Federal Funds Effective Rate or the LIBO Rate, respectively*.***“Borrowing Base”****means at any particular time, the least of (a) the Dollaramount determined in accordance with Section 2.3 on account of Proven Reservesattributable to Oil and Gas Properties of the Company and the Guarantors subject toan Acceptable Security Interest and described in the most recent IndependentEngineering Report or Internal Engineering Report, as applicable, delivered to theAdministrative Agent and the Lenders pursuant to Section 2.3, before taking intoaccount any reduction to such amount based on the principal amount of the SeniorSecured Notes then outstanding (which, as of the Effective Date of the FourthAmendment, is equal to $159,475,000),**less**30% of the outstanding principalamount of the Senior Secured Notes; (b) the amount of the Permitted First PrioritySecured Indebtedness, as such term is defined in the J. Aron Swap; (c) such amountas may be designated in writing by the Company to the Administrative Agent and theRevolving Lenders upon any redetermination under Section 2.**3(b)(ii)**; and (d) suchamount as may be designated by the Administrative Agent and the Revolving Lendersupon any redetermination under Section 2.3, subject to Section 2.**3(e)**.*(b) Section 1.01 of the Credit Agreement is hereby amended by adding the following new definedterms in alphabetical order:*“****Adjustment Period****” means the period commencing on the Effective Date of theFourth Amendment and expiring on the date that the Borrower has repaid or prepaidthe Revolving Loans in an aggregate amount equal to $30,000,000 and the BorrowingBase has been, pursuant to Section 2.**3(f)**, reduced by $30,000,000 in the aggregate;provided that, upon such expiration, the Adjustment Period shall not be reinstatedregardless of any subsequent increases to the Borrowing Base.**“****Effective Date of the Fourth Amendment****” means the effective date of the FourthAmendment and Agreement, which amends this Agreement.****“Equity Contribution”****means an equity capital contribution of cash or CashEquivalents by EnerVest or any other equity holder of the Company.**“****Equity Issuance****” means any issuance of equity securities or any other CapitalStock or Securities (including any preferred equity securities) by the Company orany of its Domestic Subsidiaries other than (i) Capital Stock issued to the Companyor to a Guarantor, (ii) common, non-convertible Capital Stock issued pursuant toemployee or director and officer stock option plans in the ordinary course ofbusiness, or (iii) common, non-convertible Capital Stock issued to the seller(s) asconsideration in connection with any Permitted Acquisition that is permitted underSection 6.**9(e)**.*
 
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*“****Commodity Transactions****” means any and all swaps, options, forward contracts,cap transactions, floor transactions, collar transactions, spot contracts, or anyother similar transactions or any combination of any of the foregoing (including anyoptions to enter into any of the foregoing and any related confirmations) andrelated to oil, gas or oil and gas, whether or not any such transaction is governedby or subject to any Swap Agreement.**“****Hedge Restructure****” means (a) the entering into or purchase of any CommodityTransaction and (b) any supplement, modification, novation, termination, orunwinding of any Commodity Transaction, the effect of which, in either case, is tocancel or modify any existing hedge position established under the J. Aron Swap.**“****Non-Ordinary Course Events****” means, collectively, (a) Asset Sales, regardlessof whether such Asset Sales are permitted under Section 6.9 hereof, (b) EquityContributions, and (c) Equity Issuances.**“****Non-Ordinary Course Proceeds****” means (a) with respect to any Asset Sale, allcash and Cash Equivalents received by any Credit Party from such Asset Sale after(i) payment of, or provision for, all reasonable brokerage commissions, marketingexpenses, estimated cash taxes attributable from such Asset Sale, and otherreasonable out-of-pocket fees and expenses actually incurred directly in connectionwith such Asset Sale and (ii) the amount of reserves recorded in accordance withGAAP for indemnity or similar obligations of the Credit Parties directly related tosuch Asset Sale; (b) with respect to any Equity Contribution, the amount of suchEquity Contribution after payment of all reasonable expenses of accountants,lawyers, appraisers and other professional advisors, if any, and other reasonableout-of-pocket fees and expenses actually incurred directly in connection with suchEquity Contribution; and (c) with respect to any Equity Issuance, all cash and CashEquivalents received by any Credit Party from such Equity Issuance after payment ofall reasonable underwriter fees and expenses, Securities and Exchange Commission andblue sky fees, if any, reasonable expenses of accountants, lawyers and otherprofessional advisors, brokerage commissions and other reasonable out-of-pocket feesand expenses actually incurred directly in connection with such Equity Issuance.*(c) Section 2.3 of the Credit Agreement is hereby amended by replacing each reference to “*75%*”found therein with a reference to “*80%*”.(d) Section 2.3(a) of the Credit Agreement is hereby amended by deleting the last sentencethereof in its entirety and replacing it with the following:*Such initial Borrowing Base shall be subject to adjustment from time to time inaccordance with the definition thereof, and shall be determined in accordance withthe standards set forth in Section 2.**3(d)**and is subject to periodic redeterminationpursuant to Sections 2.**3(b)**and 2.**3(c)**and periodic reduction pursuant to Section2.**3(f)**.*
 
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(e) Section 2.3(b)(i) of the Credit Agreement is hereby deleted in its entirety and replacedwith the following:*(i) The Company shall deliver to the Administrative Agent and each of theRevolving Lenders on or before February 15**th**of each year beginningFebruary 15, 2010, an Independent Engineering Report dated effective as of theimmediately preceding January 1, and such other information as may be reasonablyrequested by any Revolving Lender with respect to the Oil and Gas Propertiesincluded or to be included in the Borrowing Base. The Administrative Agent shallpromptly, and in any event within 30 days after the Administrative Agent’s and theRevolving Lenders’ receipt of such Independent Engineering Report and otherinformation, deliver to each Revolving Lender the Administrative Agent’srecommendation for the redetermined Borrowing Base. The Administrative Agent andthe Revolving Lenders shall promptly, and in any event on the later of (A) March15**th**and (B) 15 days after the Revolving Lenders’ receipt of theAdministrative Agent’s recommendation, redetermine the Borrowing Base in accordancewith Section 2.**3(d)**, and the Administrative Agent shall promptly notify the Companyin writing of the amount of the Borrowing Base as so redetermined, whichredetermined Borrowing Base shall become effective as of the date of such notice.*(f) Section 2.3(b)(ii) of the Credit Agreement is hereby deleted in its entirety and replacedwith the following:*(ii) The Company shall deliver to the Administrative Agent and each of theRevolving Lenders on or before August 15th of each year beginning August 15, 2009,an Internal Engineering Report dated effective as of the immediately preceding July1 and such other information as may be reasonably requested by the AdministrativeAgent or any Revolving Lender with respect to the Oil and Gas Properties included orto be included in the Borrowing Base. The Administrative Agent shall promptly, andin any event within 30 days after the Administrative Agent’s and the RevolvingLenders’ receipt of such Internal Engineering Report and other information, deliverto each Revolving Lender the Administrative Agent’s recommendation for theredetermined Borrowing Base. The Administrative Agent and the Revolving Lendersshall promptly, and in any event on the later of (A) September 15th and (B) 15 daysafter the Revolving Lenders’ receipt of the Administrative Agent’s recommendation,redetermine the Borrowing Base in accordance with Section 2.**3(d)**, and theAdministrative Agent shall promptly notify the Company in writing of the amount ofthe Borrowing Base as so redetermined, which redetermined Borrowing Base shallbecome effective as of the date of such notice.*(g) Section 2.3 of the Credit Agreement is hereby amended by adding the following new clause(f) to the end thereof:*(f)**Mandatory Reduction**. During the Adjustment Period, each repaymentor prepayment of outstanding Revolving Loans shall automatically, and effective asof the date such repayment or prepayment is effected, reduce the then effectiveBorrowing Base by the amount of such repayment or prepayment.*(h) Section 2.6 of the Credit Agreement is hereby amended by adding the following to the endof the first sentence thereof:*; provided however, no portion of the proceeds of any Credit Extension shall beused to fund any obligations, liabilities, fees, or other amounts owing or otherwiseoccurring with respect to a Hedge Restructure.*(i) Section 2.14(a) of the Credit Agreement is hereby amended by deleting the reference to“*Hedge L/C Exposure*” found in clause (i) thereof with a reference to “*Letter of Credit Usage.*”
 
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(j) Section 2.14(c) of the Credit Agreement is hereby deleted in its entirety and replacedwith the following:*(c)**Non-Ordinary Course Events**. If (y) the Adjustment Period is ineffect or (z) the Total Utilization of Revolving Commitments exceeds the lesser ofthe Borrowing Base or the aggregate Revolving Commitments, then, upon the occurrenceof a Non-Ordinary Course Event, the Company shall prepay or repay the Loans andprovide cash collateral for the Letter of Credit Usage with the Non-Ordinary CourseProceeds thereof in the order and as set forth below:**(i) unless the mandatory prepayment required under Section 2.**14(d)**below shallhave been made, the first $20,000,000 of Non-Ordinary Course Proceeds, in theaggregate, shall be applied to prepay the Revolving Loans;**(ii) the next $40,000,000 of Non-Ordinary Course Proceeds (or the first$60,000,000 of Non-Ordinary Course Proceeds if the mandatory prepayment requiredunder Section 2.**14(d)**has been made as required therein), in the aggregate, shall beapplied, at the option of the Company, to fund any one or more of the following:**(A) effect any Hedge Restructure so long as (1) after giving effect to suchHedge Restructure, the Company remains protected against a decline in commodityprices at the same levels that are in effect on the Effective Date of the FourthAmendment, and (2) prior to effecting such Hedge Restructure, the Hedge Letterof Credit Usage shall have been reduced in an amount, and subject to terms,satisfactory to the Administrative Agent,**(B) prepay the Revolving Loans, or**(C) drilling and development costs and expenses, Consolidated CapitalExpenditures, the acquisition of Oil and Gas Properties or for any other generalcorporate purposes that is otherwise permitted under this Agreement; and**(iii) 50% of all Non-Ordinary Course Proceeds in excess of the first$60,000,000 which is to be applied as provided in clauses (i) and (ii) above, shallbe applied to prepay the Revolving Loans, and if no Revolving Loans are outstanding,make deposits into a cash collateral account acceptable to the Administrative Agentto provide cash collateral for the Letter of Credit Usage.**Prepayments of the Loans and deposits of cash collateral as required pursuant tothis Section 2.**14(c)**shall occur no later than the third Business Day following thedate of receipt by Company or any of its Subsidiaries of any Non-Ordinary CourseProceeds. Each prepayment of Loans pursuant to this Section 2.**14(c)**shall beaccompanied by accrued interest on the amount prepaid to the date of such prepaymentand amounts, if any, required to be paid pursuant to Section 2.**18(c)**as a result ofsuch prepayment being made on such date. Each prepayment under this Section 2.14(c)shall be applied to the Loans as provided above but otherwise as determined by theAdministrative Agent and agreed to by the Requisite Revolving Lenders in their solediscretion.*
 
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(k) Section 2.14(d) of the Credit Agreement is hereby deleted in its entirety and replacedwith the following:*(d)**Mandatory Prepayment of Revolving Loans**. Notwithstanding any termsto the contrary contained herein and so long as the Adjustment Period is in effect,the Company shall prepay the Revolving Loans on July 15, 2009 in an amount equal to**(i) $20,000,000 less (ii) the aggregate amount of prepayments of Revolving Loansmade after the Effective Date of the Fourth Amendment. Such prepayment of theRevolving Loans pursuant to this Section 2.**14(d)**shall be accompanied by accruedinterest on the amount prepaid to the date of such prepayment and amounts, if any,required to be paid pursuant to Section 2.**18(c)**as a result of such prepayment beingmade on such date.*(l) Section 5.11(b) of the Credit Agreement is hereby deleted in its entirety and replacedwith the following:*(b) No later than ninety (90) days after June 30th and December 31st of eachyear (other than December 31, 2008) and no later than one-hundred fifty (150) daysafter December 31, 2008, Company and the Guarantors shall, if required, take allsuch actions and execute and deliver, or cause to be executed and delivered, allsuch mortgages, documents, instruments, agreements, opinions and certificatessimilar to those described in Section 3.**1(i)**with respect to additional HydrocarbonInterests which have not otherwise been made subject to the Lien of the CollateralDocuments in favor of Collateral Trustee, for the benefit of Secured Parties, suchthat the aggregate of Hydrocarbon Interests subject to the Lien of the CollateralDocuments in favor of Collateral Trustee, for the benefit of Secured Parties, shallrepresent no less than 80% of the Borrowing Base value of the Proven Reserves ofCompany and the Guarantors.*(m) Section 5.13 of the Credit Agreement is hereby deleted in its entirety and replaced withthe following:***5.13 Swap Agreements****. It is contemplated by the Company that the J. Aron Swap willremain in place during the term of this Agreement on terms and conditionssatisfactory to the Administrative Agent; provided, however, (a) the Company shallhave the right to terminate the J. Aron Swap, but only if the Borrowing Base shallhave been redetermined before giving effect to the termination and, after givingeffect thereto, no Event of Default would exist and Total Utilization would notexceed the lesser of the Borrowing Base and the Revolving Commitments, and (b) theCompany may effect any Hedge Restructure or otherwise amend, supplement or modifythe J. Aron Swap so long as (i) no Event of Default exists or would exist as aresult thereof, (ii) after giving effect thereto the Company would remain protectedagainst a decline in commodity prices at the same levels that are in effect on theEffective Date of the Fourth Amendment, (iii) before giving effect thereto the HedgeLetter of Credit Usage shall have been reduced in an amount, and subject to terms,satisfactory to the Administrative Agent, (iv) the terms thereof does not requireany additional collateral or margin requirements from the Company or any otherCredit Party, and (v) the other terms thereof are not more onerous to the Company orany other Credit Party than those terms that were in existence on the Closing Dateas reasonably determined by the Administrative Agent.*
 
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(n) 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.*(o) Section 6.8(a) of the Credit Agreement is hereby deleted in its entirety and replaced withthe 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 (i) 2.50to 1.00 for each Fiscal Quarter ending on or before March 31, 2009, (ii) 2.00 to1.00 for the Fiscal Quarters ending September 30, 2009, December 31, 2009 and March31, 2010 , and (ii) 2.25 to 1.00 for each Fiscal Quarter ending on or after June 30,2010;**provided**that the Interest Coverage Ratio test under this Section6.**8(a)**shall not apply for the Fiscal Quarter ending June 30, 2009.*(p) Section 6.8(b) of the Credit Agreement is hereby deleted in its entirety and replaced withthe following:*(b)**Leverage Ratio**. Company shall not permit, as of each day, theLeverage Ratio for the four Fiscal Quarters for which financial statements have mostrecently been required to be delivered under this Agreement immediately precedingsuch day to exceed (i) 5.375 to 1.00 from the earlier of the date that Borrower hasdelivered its financial statements for the Fiscal Quarter ending September 30, 2009pursuant to Section 5.**1(a)**or November 16, 2009 (the “**Initial Leverage TestDate**”) through and including December 31, 2009, (ii) 5.25 to 1.00 from January1, 2010 through and including March 31, 2010, and (iii) 5.00 to 1.00 thereafter;provided that, the Leverage Ratio test under this Section 6.**8(b)**shall not apply atany time from the Effective Date of the Fourth Amendment through the InitialLeverage Test Date.*(q) Section 6.9 of the Credit Agreement is hereby amended by deleting clauses (c), (f), (g)and (h) in their entirety and replacing them with the following:*(c) (i) during the Adjustment Period, any Asset Sale so long as the proceedsthereof are applied in accordance with Section 2.**14(c)**; and (ii) upon expiration ofthe Adjustment Period, any Asset Sale, the proceeds of which (valued at theprincipal amount thereof in the case of non-cash proceeds consisting of notes orother debt Securities and valued at fair market value in the case of other non-cashproceeds) (A) are less than $5,000,000 with respect to any single Asset Sale orseries of related Asset Sales and (B) when aggregated with the proceeds of all otherAsset Sales made after the expiration of the Adjustment Period, are less than$10,000,000;**provided**that, with respect to any Asset Sale permitted underthis clause (c), (1) the consideration received for such assets shall be in anamount at least equal to the fair market value thereof (determined in good faith bya Financial Officer of Company), and (2) no less than 75% thereof shall be paid incash.**(f) [Reserved].*
 
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*(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 bythis paragraph (g) shall not exceed $5,000,000 during any six-month periodcommencing January 1 and ending June 30 or commencing July 1 and ending December 31,(ii) such trade or exchange may include cash or Cash Equivalents necessary in orderto achieve an exchange of equivalent value , and (iii) such trade or exchange occursin the ordinary course of business for the purpose of developing Oil and GasProperties that the Company or any Restricted Subsidiary owns which are not includedin such trade or exchange.**(h) [Reserved].*(r) Section 6.15 of the Credit Agreement is hereby deleted in its entirety and replaced withthe following:***6.15 Amendments or Waivers of Certain Related Agreements.****No Credit Party shall norshall it permit any of its Restricted Subsidiaries to, agree to any materialamendment, restatement, supplement or other modification to, or waiver of, any ofits material rights under any Related Agreement (other than the Senior SecuredIndebtedness and future transactions otherwise permitted by the terms of thisAgreement) after the Closing Date without in each case obtaining the prior writtenconsent of Requisite Lenders to such amendment, restatement, supplement or othermodification or waiver; provided that, the Company may terminate, amend, supplementor otherwise modify the J. Aron Swap in compliance with the terms of Section 5.13 ofthis Agreement.***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 $100,000,000 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.**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) no Default has occurred and iscontinuing; (c) the execution, delivery and performance of this Agreement are within the corporatepower and authority of the Company and have been duly authorized by appropriate corporate andgoverning action and proceedings; (d) this Agreement constitutes the legal, valid, and bindingobligation of the Company enforceable in accordance with its terms, except as limited by applicablebankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights ofcreditors generally and general principles of equity; (e) there are no governmental or other thirdparty consents, licenses and approvals required in connection with the execution, delivery,performance, validity and enforceability of this Agreement; and (f) the Liens under the SecurityInstruments are valid and subsisting and secure Company’s obligations under the Credit Documents.
 
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**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:(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 Requisite Lenders and the feeletter dated the date hereof between the Administrative Agent and the Company.(b) The aggregate outstanding amount of the Total Utilization of Revolving Commitments shallbe less than or equal to $95,000,000.(c) The Company shall have paid to the Administrative Agent for the ratable benefit of theLenders a waiver and amendment fee in the amount of $250,000. This fee shall be non-refundable andfully earned when paid.(d) No Default shall have occurred and be continuing as of the Effective Date.(e) The representations and warranties in this Agreement shall be true and correct in allmaterial respects.(f) 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.
 
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**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.**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.**THEREARE 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 and Chief Operating Officer           
 
 

 
         **ADMINISTRATIVE AGENT/**        **LENDER:** **BNP PARIBAS,**    as Administrative Agent and as Lender             By: /s/ Polly Schott             Name: Polly Schott               Title: Director                      By: /s/ Courtney Kubesch             Name: Courtney Kubesch               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/ W. Bryan Chapman             Name: W. Bryan Chapman               Title: Senior Vice President           
 
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