FIFTH AMENDMENT TO CREDIT AGREEMENT

FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth Amendment and Agreement (“ Agreement ”) dated as of September 25, 2009 (“ Effective Date ”) is by and among Belden & Blake Corporation, an Ohio corporation (the " Company ”), the Lenders (as defined below), and BNP Paribas, as Administrative Agent (as such term is defined below).

RECITALS

A. The Company, certain subsidiaries of the Company, as Guarantors, the lenders party thereto from time to time (the “ Lenders ”), and BNP Paribas, as administrative agent for such Lenders (together with its permitted successors in such capacity, the “ Administrative Agent ”) are parties to the First Amended and Restated Credit and Guaranty Agreement dated as of August 16, 2005, as amended by the First Amendment to Credit Agreement dated as of September 27, 2005, the Second Amendment and Waiver dated as of August 3, 2007, the Third Amendment and Waiver dated as of March 24, 2008, and the Fourth Amendment, Waiver and Agreement dated as of April 9, 2009 (as so amended and as the same may be amended or modified from time to time, the “ Credit Agreement ”).

B. The Company, the Lenders and the Administrative Agent wish to, subject to the terms and conditions of this Agreement, (1) reduce the Borrowing Base (as defined in the Credit Agreement) to $65,000,000, (2) extend the Revolving Commitment Termination Date (as defined in the Credit Agreement) and the Hedge L/C Commitment Termination Date (as defined in the Credit Agreement) by one year to August 16, 2011, (3) decrease the aggregate amount of the Revolving Commitments (as defined in the Credit Agreement) to $100,000,000, and (4) make certain other amendments to the Credit Agreement.

THEREFORE, the Company, the Administrative Agent, and the Lenders hereby agree as follows:

Section 1. Defined Terms . As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings herein assigned. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

Section 2. Other Definitional Provisions . Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 3. Amendments to the Credit Agreement .

(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of “Applicable Margin,” “Hedge L/C Commitment,” “Hedge L/C Commitment Termination Date,” “Revolving Commitment, ” and “ Revolving Commitment Termination Date ” in their entirety and replacing them with the following corresponding terms:

" Applicable Margin ” means:

(a) Other than as set forth in clause (b) below in this definition of “Applicable Margin,” on any date of its determination, a percentage per annum, determined by reference to the Utilization in effect at BNPP’s close of business in New York City on such date for the Type of Loan or the Commitment Fee as set forth below:

(b) On any date of its determination during the period from the Fifth Amendment Effective Date to, and including, the date the Administrative Agent receives the financial statements and corresponding Compliance Certificate reflecting an Interest Coverage Ratio greater than or equal to 2.25 to 1.00, a percentage per annum, determined by reference to the Utilization in effect at BNPP’s close of business in New York City on such date for the Type of Loan or the Commitment Fee as set forth below:

As to both clause (a) and (b) above, the Applicable Margin shall increase by 2.00% during any Deficiency Period. Furthermore, in the event that any financial statement or Compliance Certificate delivered to the Administrative Agent reflecting an Interest Coverage Ratio greater than or equal to 2.25 to 1.00 is shown to be inaccurate for any reason (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined as if the higher Applicable Margin that would have applied were applicable for such Applicable Period, and (iii) the Borrower shall immediately, without further action by the Administrative Agent or any Lender, pay to the Administrative Agent for the account of the applicable Lenders, the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. The preceding sentence shall not limit the rights of the Administrative Agent and Lenders with respect to the default rate of interest as set forth in Section 2.10 or the increase in Applicable Margin during any Deficiency Period. The Borrower’s obligations under the preceding sentence shall survive the termination of the Revolving Commitments and the repayment of all other Obligations hereunder.

" Hedge L/C Commitment ” means the commitment of a Lender to acquire participations in Hedge Letters of Credit, and “ Hedge L/C Commitments ” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Hedge L/C Commitment, if any, is the lesser of (a) the amount set forth on Appendix A-2 or in the applicable Assignment Agreement, and (b) such Lender’s Pro Rata Share of the Delivery Amount, as such term is defined in the J. Aron Swap (as amended up to