BELDEN & BLAKE CORP /OH/
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l95367aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                THIRD AMENDMENT
                                     TO THE
                     AMENDED AND RESTATED CREDIT AGREEMENT

           THIRD AMENDMENT, dated as of July 25, 2002 (this "AMENDMENT"), to the
Amended and Restated Credit Agreement, dated as of August 23, 2000, as amended
(the "CREDIT AGREEMENT"), by and among Belden & Blake Corporation, an Ohio
corporation (the "BORROWER"), the several financial institutions and other
entities from time to time parties to the Credit Agreement (individually a
"LENDER" and collectively the "LENDERS"), Ableco Finance LLC ("ABLECO"), as
collateral agent and administrative agent for the Lenders (in such capacity, the
"COLLATERAL AGENT" or the "ADMINISTRATIVE AGENT"), and Foothill Capital
Corporation ("FOOTHILL"), as funding agent for the Lenders (in such capacity,
the "FUNDING AGENT" and together with the Collateral Agent and the
Administrative Agent, each an "AGENT" and, collectively, the "AGENTS").

                                    Preamble
                                    --------

           The Borrower and the Lenders wish to amend the Credit Agreement (a)
to extend the Final Maturity Date (as defined in the Credit Agreement), (b) to
permit the Borrower to enter into transactions to sell, transfer and assign Oil
and Gas Properties (as defined in the Credit Agreement) consisting of 1,138
shallow wells in the state of Ohio with aggregate Proved Developed Producing
Reserves of not greater than 12.7 Bcfe of natural gas determined pursuant to the
monthly report of the Borrower dated as of May 31, 2002 delivered to the Agents
pursuant to clause (f) of subsection 7.1 of the Credit Agreement, (c) to amend
the financial covenants and (d) to extend the time period applicable for the
Prepayment Penalty (as defined in the Credit Agreement).

           Accordingly, the parties agree as follows:

           1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined herein are used herein as defined in the Credit Agreement.

           2. FINAL MATURITY DATE. The definition of the term "Final Maturity
Date" contained in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                      " 'FINAL MATURITY DATE': April 22, 2005, or such earlier
           date on which any Loan shall become due and payable, in whole or in
           part, in accordance with the terms of this Agreement and the other
           Loan Documents."

           3. EARLY TERMINATION BY THE BORROWER. Clause (f) of subsection 2.5 of
the Credit Agreement is hereby amended by deleting the reference to the date
"May 31, 2003" contained in clause (ii) thereof and substituting in lieu thereof
the date "November 30, 2003".

           4. FINANCIAL COVENANT CONDITIONS. (a) The following fiscal quarters
and ratios shall be added to the Senior Debt Interest Coverage Ratio set forth
in clause (a) of subsection 8.1 of the Credit Agreement:
<PAGE>

                 "June 30, 2004                     3.2:1
                  September 30, 2004                3.2:1
                  December 31, 2004                 3.2:1
                  March 31, 2005                    3.2:1"

               (b) The following fiscal quarters and ratios shall be added to
the Senior Debt Leverage Ratio set forth in clause (b) of subsection 8.1 of the
Credit Agreement:

                "June 30, 2004                      2.7:1
                 September 30, 2004                 2.7:1
                 December 31, 2004                  2.7:1
                 March 31, 2005                     2.7:1"

           5. LIMITATION ON SALE OF ASSETS. Clause (e) of subsection 8.6 of the
Credit Agreement is hereby amended by adding the following proviso to such
clause immediately prior to the semicolon at the end thereof:

               ", PROVIDED that, during the six-month period commencing July 1,
               2002 and ending December 31, 2002, the Loan Parties may, in
               addition to up to $5,000,000 in Dispositions permitted pursuant
               to this clause (e), make additional Dispositions of their Oil and
               Gas Properties consisting of 1,138 shallow wells located in the
               state of Ohio with aggregate Proved Developed Producing Reserves
               of not greater than 12.7 Bcfe of natural gas determined pursuant
               to the monthly report of the Borrower dated as of May 31, 2002
               delivered to the Agents pursuant to clause (f) of subsection 7.1
               to the extent that such Dispositions comply with the provisions
               of subsection 11.21"

           6. RELEASES OF COLLATERAL. Clause (b) of subsection 11.21 of the
Credit Agreement is hereby amended by adding the following proviso to the end of
the last sentence of such clause (b) immediately prior to the period at the end
thereof:

               ", PROVIDED that, in the case of Dispositions permitted pursuant
               to the proviso set forth in clause (e) of subsection 8.6 during
               the six-month period commencing July 1, 2002 and ending December
               31, 2002, the aggregate Proved Developed Producing Reserves of
               the Oil and Gas Properties consisting of 1,138 shallow wells
               located in the state of Ohio released pursuant to this subsection
               11.21 during such period does not and will not exceed 12.7 Bcfe
               of natural gas determined pursuant to the monthly report of the
               Borrower dated as of May 31, 2002 delivered to the Agents
               pursuant to clause (f) of subsection 7.1 of the Credit Agreement"

           7. REPRESENTATIONS AND WARRANTIES.

               (a) Each of the Loan Parties (i) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and (ii) has the corporate



                                      -2-
<PAGE>

power and authority, and the legal right, to execute, deliver and perform this
Amendment and to perform the Credit Agreement, as amended hereby, to the extent
it is a party to this Amendment.

               (b) This Amendment has been duly executed and delivered on behalf
of the Borrower and each Guarantor, and constitutes a legal, valid and binding
obligation of each such party enforceable against it in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding of equity or law) and an implied covenant of good
faith and fair dealing.

               (c) The execution, delivery and performance of this Amendment
will not violate any applicable Requirements of Law or Contractual Obligations
of the Borrower or any of its Subsidiaries and will not result in, or require,
the creation or imposition of any Lien on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation except pursuant to the Loan Documents.

               (d) Each of the representations and warranties made by each Loan
Party in or pursuant to the Loan Documents are true and correct in all material
respects on and as of the date hereof as if made on and as of the date hereof
(unless such representations and warranties are stated to relate to a specific
earlier date, in which case such representations and warranties are true and
correct in all material respects as of such earlier date).

               (e) No Default or Event of Default has occurred and is continuing
on the date hereof or after giving effect to this Amendment.

           8. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
only upon, or substantially contemporaneously with, the satisfaction in full of
the following conditions precedent (the first date upon which all such
conditions have been satisfied being herein called the "AMENDMENT EFFECTIVE
DATE"):

               (a) this Amendment shall have been duly executed by a Responsible
Officer of the Borrower and each Guarantor and the Agents and the Lenders,
original counterparts of which shall have been delivered to the Administrative
Agent;

               (b) each of the representations and warranties made by each Loan
Party in or pursuant to the Loan Documents shall be true and correct in all
material respects on and as of the Amendment Effective Date as if made on and as
of such date (unless such representations and warranties are stated to relate to
a specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date);

               (c) no Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to this Amendment;

               (d) the Administrative Agent shall have received (with the number
of original counterparts requested by the Administrative Agent), a certificate
of the Borrower and each of the Guarantors, dated the Amendment Effective Date,
as to the incumbency and



                                      -3-
<PAGE>

signature of the officers of the Borrower and each of the Guarantors executing
any Loan Document reasonably satisfactory in form and substance to the
Administrative Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of the Borrower and each of the Guarantors;

               (e) the Administrative Agent shall have received evidence
satisfactory to it authorizing the execution, delivery and performance of this
Amendment to which it is a party;

               (f) the Administrative Agent shall have received evidence
satisfactory to it that a duly executed copy of this Amendment has been, or
substantially concurrently with the execution hereof, will be, delivered to each
Parent;

               (g) the Administrative Agent shall have received, for the ratable
benefit of the Lenders, a non-refundable amendment fee in an amount equal to
$30,000, which fee is earned in full by the Lenders; and

               (h) all other legal matters incident to this Amendment shall be
satisfactory to the Administrative Agent and its counsel.

           9. CONTINUED EFFECTIVENESS OF THE CREDIT AGREEMENT. The Borrower and
each Guarantor hereby confirms and agrees that (a) each Loan Document to which
it is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects except that on and after the
Amendment Effective Date all references in any such Loan Document to "the Credit
Agreement", "thereto", "thereof", "thereunder" or words of like import referring
to the Credit Agreement shall mean the Credit Agreement as amended by this
Amendment, and (b) to the extent any such Loan Document purports to assign or
pledge to the Administrative Agent, or to grant to the Administrative Agent a
Lien on any collateral as security for the obligations of any Loan Party from
time to time existing in respect of the Credit Agreement and the other Loan
Documents, such pledge, assignment and/or grant of the Lien is hereby ratified
and confirmed in all respects.

           10. EXPENSES. The Borrower hereby agrees to pay to the Agents upon
demand the amount of any and all fees, costs and expenses, including the
reasonable fees, disbursements and other client charges of the Agents' counsel,
which the Agents may incur in connection with this Amendment, the amounts of
which the Borrower agrees may be charged to the Loan Account.

           11. MISCELLANEOUS.

               (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.

               (b) This Amendment may be executed in two or more counterparts
(including by facsimile), each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.






                                      -4-
<PAGE>

               (c) The Borrower hereby acknowledges and agrees that this
Amendment constitutes a "Loan Document" under the Credit Agreement. Accordingly,
it shall be an Event of Default under the Credit Agreement if (i) any
representation or warranty made by the Loan Parties under or in connection with
this Amendment shall have been untrue, false or misleading in any material
respect when made, or (ii) any Loan Party shall fail to perform or observe any
term, covenant or agreement contained in this Amendment.
























                                      -5-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


                               BELDEN & BLAKE CORPORATION


                               By:     /s/ Robert W. Peshek
                                  ---------------------------------------------
                                    Name:
                                    Title:

                               THE CANTON OIL & GAS COMPANY


                               By:     /s/ Robert W. Peshek
                                  ---------------------------------------------
                                    Name:
                                    Title:

                               WARD LAKE DRILLING, INC.


                               By:      /s/ James L. Goist
                                  -------------------------------------------
                                    Name:  James L. Goist
                                    Title: Treasurer

<PAGE>







                               ABLECO FINANCE LLC, as the Collateral Agent,
                                    the Administrative Agent, a Lender and on
                                    behalf of its affiliate assigns

                               By:     /s/ Kevin P. Genda
                                  ---------------------------------------------
                                       Title:   Kevin Genda
                                                Sr. V.P. / Chief Credit Officer



                               FOOTHILL CAPITAL CORPORATION, as
                                    the Funding Agent and a Lender

                               By:     /s/ Joseph A. Massaroni
                                  ---------------------------------------------
                                       Title:  Vice President


                               FOOTHILL INCOME TRUST, L.P., as a Lender,


                               By:     FIT GP, LLC, its general partner

                                       By:     /s/ Dennis R. Asher
                                          -------------------------------------
                                              Title:  Managing Member





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</DOCUMENT>
