0001299933-05-004271 Sample Contracts

COMPENSATION AGREEMENT
Compensation Agreement • August 22nd, 2005 • Belden & Blake Corp /Oh/ • Drilling oil & gas wells • New York

This Compensation Agreement, dated as of August 16, 2005, is entered into between Belden & Blake Corporation (the “Company”) and Michael Becci (“Executive”).

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FIRST AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 16, 2005 among BELDEN & BLAKE CORPORATION, as Borrower CERTAIN SUBSIDIARIES OF BELDEN & BLAKE CORPORATION, as Guarantors, VARIOUS LENDERS, and BNP PARIBAS, as Sole Lead...
Credit and Guaranty Agreement • August 22nd, 2005 • Belden & Blake Corp /Oh/ • Drilling oil & gas wells • New York

This First Amended and Restated Credit and Guaranty Agreement dated as of August 16, 2005 is among Belden & Blake Corporation, an Ohio corporation (“Company”), certain subsidiaries of the Company, as Guarantors, the Lenders party hereto from time to time, BNP Paribas (“BNPP”), as Sole Lead Arranger, Sole Book Runner, Sole Syndication Agent, and Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).

SCHEDULE to the ISDA MASTER AGREEMENT dated as of June 30, 2004 and Amended and Restated as of August 16, 2005 between
Isda Master Agreement • August 22nd, 2005 • Belden & Blake Corp /Oh/ • Drilling oil & gas wells • New York
CONTINGENT VALUE AGREEMENT
Contingent Value Agreement • August 22nd, 2005 • Belden & Blake Corp /Oh/ • Drilling oil & gas wells • Texas

THIS CONTINGENT VALUE AGREEMENT (this “Agreement”) is made and entered into as of August 16, 2005, by and among, Capital C Energy, LP, a Delaware limited partnership (the “General Partner”), Capital C Energy Partners, L.P., a Delaware limited partnership (the “Limited Partner”, and together with the General Partner, “Sellers”), and the entities named on the signature page hereof as Buyers (“Buyers”) and Belden & Blake Corporation, an Ohio corporation (“Asset Company”).

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