FOURTH AMENDMENT, WAIVER AND AGREEMENT

Exhibit 10.9

FOURTH AMENDMENT, WAIVER AND AGREEMENT

This Fourth Amendment, Waiver and Agreement (“ Agreement ”) dated as of April 9, 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 and the Third Amendment and Waiver dated as of March 24, 2008 (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 $100,000,000, (2) provide for a waiver of compliance with the Leverage Ratio covenant set forth in Section 6.8(b) of the Credit Agreement each day from March 31, 2009 through the Effective Date (the “ Covenant Waiver ”) and (3) make certain 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. Covenant Waiver . The Lenders agree, subject to the terms and conditions of this Agreement, to the Covenant Waiver. The waiver by the Lenders described in this Section 3 is contingent upon the satisfaction of the conditions precedent set forth below and is limited to the Covenant Waiver. Such waiver is limited to the extent described herein and shall not be construed to be a consent to or permanent waiver 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 other Credit Documents. The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future

defaults with respect to the Credit Agreement or any other provision of any Credit Document. The description herein of the Covenant Waiver is based upon information provided to the Lenders on or prior to the date hereof and shall not be deemed to exclude the existence of any Defaults or Events of Default other than the Event of Default which may exist as of March 31, 2009 under Section 6.8(b) of the Credit Agreement if the Lenders do not agree to the Covenant Waiver. The failure of the Lenders to give notice to the Company of any such other Default or Event of Default is not intended to be nor shall be a waiver thereof. The Company hereby agrees and acknowledges that the Lenders require and will require strict performance by the Company of all of its obligations, agreements, and covenants contained in the Credit Agreement and the other Credit Documents, and no inaction or action regarding any Default or Event of 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 deleting the definitions of “ Applicable Margin ”, “ Asset Sale ”, “ Base Rate ” and “Borrowing Base” in their entirety and replacing them with the following corresponding terms:

“ Applicable Margin ” means, 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:

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), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than Company or any Guarantor), in one transaction or a series of transactions, of all or any part of Company’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, including Production Payments, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock or Securities of any of Company’s Restricted Subsidiaries, other than (i) Hydrocarbons (or other inventory or goods) sold or leased in the ordinary course of business (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) during the Adjustment Period, sales of assets (other than Hydrocarbons, other inventory or goods) for aggregate consideration of less than $100,000 with respect to any transaction or series of related transactions and less than $500,000 in the aggregate during any Fiscal Year, and (iii) upon expiration of the Adjustment Period, sales of assets (other than Hydrocarbons, other inventory or goods) for aggregate consideration of less than $250,000 with respect to any transaction or series of related transactions and less than $1,500,000 in the aggregate during any Fiscal Year.

“ Base Rate ” means, for any day, a rate per annum equal to the greatest of the then determinable (a)  Prime Rate in effect on such day, (b)  the Federal Funds Effective 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) plus 1.50%, provided that, in the context of this definition of Base Rate and for the avoidance of doubt, “LIBO Rate” means, for any day, the rate as quoted to BNPP’s London office for Dollar deposits of $5,000,000 having a one-month maturity at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively .

“Borrowing Base” means at any particular time, the least of (a) the Dollar amount determined in accordance with Section 2.3 on account of Proven Reserves attributable to Oil and Gas Properties of the Company and the Guarantors subject to an Acceptable Security Interest and described in the most recent Independent Engineering Report or Internal Engineering Report, as applicable, delivered to the Administrative Agent and the Lenders pursuant to Section 2.3, before taking into account any reduction to such amount based on the principal amount of the Senior Secured Notes then outstanding (which, as of the Effective Date of the Fourth Amendment, is equal to $159,475,000), less 30% of the outstanding principal amount of the Senior Secured Notes; (b) the amount of the Permitted First Priority Secured Indebtedness, as such term is defined in the J. Aron Swap; (c) such amount as may be designated in writing by the Company to the Administrative Agent and the Revolving Lenders upon any redetermination under Section 2.3(b)(ii); and (d) such amount as may be designated by the Administrative Agent and the Revolving Lenders upon 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 defined terms in alphabetical order:

“ Adjustment Period ” means the period commencing on the Effective Date of the Fourth Amendment and expiring on the date that the Borrower has repaid or prepaid the Revolving Loans in an aggregate amount equal to $30,000,000 and the Borrowing Base 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 reinstated regardless of any subsequent increases to the Borrowing Base.

“ Effective Date of the Fourth Amendment ” means the effective date of the Fourth Amendment and Agreement, which amends this Agreement.

“Equity Contribution” means an equity capital contribution of cash or Cash Equivalents by EnerVest or any other equity holder of the Company.

“ Equity Issuance ” means any issuance of equity securities or any other Capital Stock or Securities (including any preferred equity securities) by the Company or any of its Domestic Subsidiaries other than (i) Capital Stock issued to the Company or to a Guarantor, (ii) common, non-convertible Capital Stock issued pursuant to employee or director and officer stock option plans in the ordinary course of business, or (iii) common, non-convertible Capital Stock issued to the seller(s) as consideration in connection with any Permitted Acquisition that is permitted under Section 6.9(e).

“ Commodity Transactions ” means any and all swaps, options, forward contracts, cap transactions, floor transactions, collar transactions, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing and any related confirmations) and related to oil, gas or oil and gas, whether or not any such transaction is governed by or subject to any Swap Agreement.

“ Hedge Restructure ” means (a) the entering into or purchase of any Commodity Transaction and (b) any supplement, modification, novation, termination, or unwinding of any Commodity Transaction, the effect of which, in either case, is to cancel or modify any existing hedge position established under the J. Aron Swap.

“ Non-Ordinary Course Events ” means, collectively, (a) Asset Sales, regardless of whether such Asset Sales are permitted under Section 6.9 hereof, (b) Equity Contributions, and (c) Equity Issuances.

“ Non-Ordinary Course Proceeds ” means (a) with respect to any Asset Sale, all cash and Cash Equivalents received by any Credit Party from such Asset Sale after (i) payment of, or provision for, all reasonable brokerage commissions, marketing expenses, estimated cash taxes attributable from such Asset Sale, and other reasonable out-of-pocket fees and expenses actually incurred directly in connection with such Asset Sale and (ii) the amount of reserves recorded in accordance with GAAP for indemnity or similar obligations of the Credit Parties directly related to such Asset Sale; (b) with respect to any Equity Contribution, the amount of such Equity Contribution after payment of all reasonable expenses of accountants, lawyers, appraisers and other professional advisors, if any, and other reasonable out-of-pocket fees and expenses actually incurred directly in connection with such Equity Contribution; and (c) with respect to any Equity Issuance, all cash and Cash Equivalents received by any Credit Party from such Equity Issuance after payment of all reasonable underwriter fees and expenses, Securities and Exchange Commission and blue sky fees, if any, reasonable expenses of accountants, lawyers and other professional advisors, brokerage commissions and other reasonable out-of-pocket fees and 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 sentence thereof in its entirety and replacing it with the following:

Such initial Borrowing Base shall be subject to adjustment from time to time in accordance with the definition thereof, and shall be determined in accordance with the standards set forth in Section 2.3(d) and is subject to periodic redetermination pursuant to Sections 2.3(b) and 2.3(c) and periodic reduction pursuant to Section 2.3(f).

(e) Section 2.3(b)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(i) The Company shall deliver to the Administrative Agent and each of the Revolving Lenders on or before February 15 ^th of each year beginning February 15, 2010, an Independent Engineering Report dated effective as of the immediately preceding January 1, and such other information as may be reasonably requested by any Revolving Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. The Administrative Agent shall promptly, and in any event within 30 days after the Administrative Agent’s