AMENDED AND RESTATED
                                 LOAN AGREEMENT


                                    between


                           TOM L. WARD, an individual


                                      and


                       CHESAPEAKE ENERGY MARKETING, INC.





                                 July 13, 1998
<PAGE>   2
                               TABLE OF CONTENTS



                                                                                                                       Page
                                                                                                                       ----
                                                                                                                  
1.               Loan Amount and Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.               Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          2.1     Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          2.2     Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          2.3     No Readvances   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3.               Collateral Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                          3.1     Initial Collateral  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          3.2     Additional Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          3.3     Security Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4.               Conditions of Lending  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          4.1     Loan Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          4.2     No Violation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          4.3     No Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          4.4     Initial Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
                          4.5     Subsequent Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

5.               Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          5.1     Capacity and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          5.2     Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

6.               Covenants of the Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          6.1     Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          6.2     Collateral Ratio  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          6.3     Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

7.               Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
                          7.1     Nonpayment of Note  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.2     Other Nonpayment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.3     Breach of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.4     Representations and Warranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.5     Insolvency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.6     Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.7     Receivership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
                          7.8     Judgment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8.               Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          8.1     Termination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          8.2     Acceleration of Note  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5



                                     -i-
<PAGE>   3

                                                                                                               
                          8.3     Selective Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          8.4     Waiver of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

9.               Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          9.1     Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
                          9.2     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          9.3     Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          9.4     Construction and Venue  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
                          9.5     No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
                          9.6     Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7


Schedule "A" - Promissory Note
Schedule "B" - Initial Collateral
Schedule "C" - Security Agreement





                                      -ii-
<PAGE>   4
                              AMENDED AND RESTATED
                                 LOAN AGREEMENT


                 THIS AGREEMENT is entered into effective this 13th day of
July, 1998, between TOM L. WARD, an individual (the "Borrower"), and CHESAPEAKE
ENERGY MARKETING, INC., an Oklahoma corporation (the "Lender"), and amends and
restates in its entirety that certain Loan Agreement dated July 7, 1998 between
the Borrower and the Lender.


                             W I T N E S S E T H :

1.               Loan Amount and Purpose.  Subject to the terms and conditions
of this Agreement, the Lender agrees to lend to the Borrower such amounts as
the Borrower may from time to time request prior to June 1, 1999, but not to
exceed principal advances in the aggregate amount of Five Million Dollars
($5,000,000.00).  The loan proceeds will be used solely to reduce the principal
balances of existing loans to the Borrower from various margin lenders,
including prepayments, scheduled repayments and margin calls by such lenders.

2.               Note.  The loans to be made hereunder will be evidenced by the
Promissory Note (the "Note") in the form of Schedule "A" attached hereto as a
part hereof and payable on the following terms:

                 2.1      Interest.  Except as otherwise provided in the Note,
                          the unpaid principal balance of the Note will bear
                          interest at the per annum rate equal to nine percent
                          (9%).  Interest will be payable quarterly throughout
                          the loan term commencing on September 30, 1998, and
                          on the last day of each successive December, March,
                          June and September thereafter until the Note is paid
                          in full.  All interest will be computed at a per diem
                          charge for the actual number of days elapsed on the
                          basis of a year consisting of three hundred
                          sixty-five (365) days.

                 2.2      Payments.  Each payment on the Note will be applied
                          first to any obligations of the Borrower to the
                          Lender other than principal and interest, then to
                          accrued unpaid interest and the remainder to the
                          principal balance of the Note.  The entire unpaid
                          principal balance of the Note, together with all
                          accrued and unpaid interest thereon, will be due and
                          payable on demand or on December 31, 1998 if no
                          demand for payment is made on or prior to such date.

                 2.3      No Readvances.  It is understood that the Note is not
                          a revolving note and that on any prepayment of
                          principal, such prepaid amount will not be
                          readvanced.

3.               Collateral Security.  Payment of the Note will be secured by a
first lien on and security interest in the following collateral security (the
"Collateral"):
<PAGE>   5
                 3.1      Initial Collateral.  The property described at
                          Schedule "B" attached hereto (the "Initial
                          Collateral"), provided the Initial Collateral will
                          have a value of no less than $6,000,000.

                 3.2      Additional Collateral.  Additional property
                          satisfactory to the Lender's loan committee.

                 3.3      Security Agreement.  The Collateral will be subject
                          to a Security Agreement in the form of Schedule "C"
                          attached hereto as a part hereof (the "Security
                          Agreement").

4.               Conditions of Lending.  The obligation of the Lender to
perform this Agreement and to make the initial or any subsequent advance under
the Note is subject to the following conditions precedent:

                 4.1      Loan Documents.  This Agreement, the Note, the
                          Security Agreement, financing statements, stock
                          powers and related documents and all extensions,
                          amendments and modifications thereof (collectively
                          the "Loan Documents") will have been duly executed,
                          acknowledged (where appropriate) by all parties
                          thereto and delivered to the Lender, all in form and
                          substance satisfactory to the Lender.

                 4.2      No Violation.  The advance shall not cause the Lender
                          to be in violation of any law, rule or regulation
                          applicable to the Lender.

                 4.3      No Default.  There will have occurred and be
                          continuing no event of default as of the date of this
                          Agreement or the date of any advances under the Note.

                 4.4      Initial Advance.  An initial advance under the Note
                          in the principal amount of $3,000,000 has been made
                          on satisfaction of the foregoing conditions and
                          perfection of the Lender's first priority security
                          interest in the Initial Collateral.

                 4.5      Subsequent Advances.  Subsequent advances (in the
                          maximum aggregate amount of $2,000,000) will be made
                          under the Note on satisfaction of the foregoing
                          conditions and creation and perfection of a first
                          priority security interest in favor of the Lender in
                          Collateral satisfactory to the Lender's loan
                          committee and compliance with the provisions of
                          Section 6.2.

5.               Representations and Warranties.  In order to induce the Lender
to enter into and perform the Loan Documents, the Borrower represents and
warrants to the Lender as follows:





                                      -2-
<PAGE>   6
                 5.1      Capacity and Power.  The Borrower has adequate
                          capacity, power and legal right to enter into,
                          execute, deliver and perform the terms of the Loan
                          Documents, to borrow money, to give security for
                          borrowings and to consummate the transactions
                          contemplated by the Loan Documents.  The execution,
                          delivery and performance of the Loan Documents by the
                          Borrower will not violate any law, regulation, rule
                          or any other agreement or instrument binding on the
                          Borrower or the Collateral.

                 5.2      Full Disclosure.  Neither this Agreement nor any
                          statement or document referred to herein or delivered
                          to the Lender by the Borrower or any other party on
                          behalf of the Borrower contains any material untrue
                          statement or omits to state a material fact necessary
                          to make the statements herein or therein not
                          misleading.

6.               Covenants of the Borrower.  Until the expiration of the
Lender's obligation to advance funds under this Agreement and payment in full
of the Note,

                 6.1      Financial Statements.  The Borrower will furnish the
Borrower's financial statements to the Lender on a quarterly basis, within
thirty (30) days after the end of each calendar quarter, commencing with the
calendar quarter ending June 30, 1998 and such additional financial statements
as the Lender might reasonably request.

                 6.2      Collateral Ratio.  Upon any advance under the Note,
the ratio of the value of the Collateral, as reasonably determined by the
Lender, to the outstanding principal then owing under the Note after any such
advance will be 1.5 to 1 and will satisfy the margin lending requirements of
Regulation U.

                 6.3      Mandatory Prepayments.  The Borrower will promptly
apply any cash proceeds, distributions or principal payments (other than
scheduled dividends or interest payments) received in respect of the Collateral
as prepayments of the principal amount owing under the Note.

7.               Default.  The Lender may terminate all of the Lender's
obligations under the Loan Documents and may declare the Note and all other
indebtedness and obligations of the Borrower owing to the Lender to be due and
payable if any of the following events of default occur and have not been cured
or waived by the Lender:

                 7.1      Nonpayment of Note.  Default in payment when due of
                          any interest on or principal of the Note; or

                 7.2      Other Nonpayment.  Default in the payment of any
                          amount payable to the Lender under the terms of the
                          Loan Documents or any agreement in connection
                          therewith; or





                                      -3-
<PAGE>   7
                 7.3      Breach of Agreement.  Default in the performance or
                          observance of any covenant contained in the Loan
                          Documents, any other agreement between the Borrower
                          and the Lender or under the terms of any other
                          instrument delivered to the Lender in connection with
                          this Agreement; or

                 7.4      Representations and Warranties.  Any representation,
                          statement, certificate, schedule or report made or
                          furnished to the Lender on behalf of the Borrower
                          proves to be false or erroneous in any material
                          respect or any warranty ceases to be complied with in
                          any material respect; or

                 7.5      Insolvency.  The Borrower admits the inability to pay
                          the Borrower's debts as such debts mature; or

                 7.6      Bankruptcy.  The institution of bankruptcy,
                          reorganization, readjustment of debt, liquidation or
                          receivership proceedings by or against the Borrower
                          under the Bankruptcy Code, as amended, or any part
                          thereof, or under any other laws, whether state or
                          federal, for the relief of debtors, now or hereafter
                          existing; or

                 7.7      Receivership.  The appointment of a receiver or
                          trustee for the Borrower or for any substantial part
                          of the Collateral; or

                 7.8      Judgment.  Entry by any court of a final judgment
                          against the Borrower or an attachment of any part of
                          the Collateral by any means, including, without
                          limitation, levy, distraint, replevin or self-help,
                          which is not discharged or stayed within ten (10)
                          days thereof.

8.               Remedies.  On demand, or on the occurrence of an event of
default the Lender may, at the Lender's option:

                 8.1      Termination.  Terminate the Lender's obligations
                          hereunder, including the obligation to make any
                          advances under the Note.

                 8.2      Acceleration of Note.  Declare the Note and all sums
                          due pursuant to the Loan Documents to be immediately
                          due and payable, whereupon the same will become
                          forthwith due and payable, and the Lender will be
                          entitled to proceed to selectively and successively
                          enforce the Lender's rights under the Loan Documents
                          or any other instruments delivered to the Lender in
                          connection with the Loan Documents; provided that if
                          any event of default specified in Sections 7.5, 7.6
                          or 7.7 shall occur, all amounts owing under the Loan
                          Documents, including the Note, shall thereafter
                          become due and payable concurrently therewith, and
                          the Lender's obligations hereunder shall
                          automatically terminate, without presentment, demand,
                          protest, notice of default, notice of acceleration or





                                      -4-
<PAGE>   8
                          intention to accelerate or other notice of any kind,
                          all of which the Borrower hereby expressly waives.

                 8.3      Selective Enforcement.  In the event the Lender
                          elects to selectively and successively enforce the
                          Lender's rights under any one or more of the
                          instruments securing payment of the indebtedness
                          evidenced by the Note, such action will not be deemed
                          a waiver or discharge of any other lien or
                          encumbrance securing payment of any of the
                          indebtedness evidenced by the Note until such time as
                          the Lender has been paid in full all sums advanced by
                          the Lender plus all accrued interest thereon.

                 8.4      Waiver of Default.  The Lender may, by an instrument
                          or instruments in writing, signed by the Lender,
                          waive any default which has occurred and any of the
                          consequences of such default, and, in such event, the
                          Lender and the Borrower will be restored to their
                          respective former positions, rights and obligations
                          hereunder.  Any default so waived will, for all
                          purposes of this Agreement, be deemed to have been
                          cured and not to be continuing, but no such waiver
                          will extend to any subsequent or other default or
                          impair any consequence of such subsequent or other
                          default.

9.               Miscellaneous.  It is further agreed as follows:

                 9.1      Expenses.  All reasonable out-of-pocket expenses
                          incurred by the Lender in connection with the
                          enforcement of the Loan Documents including, without
                          limitation, reasonable attorneys' fees, will be paid
                          by the Borrower.  In addition, the Borrower will pay
                          all recording fees and all other costs and fees
                          incurred in connection with the loan or the Loan
                          Documents.

                 9.2      Notices.  All notices, requests and demands will be
                          served by hand delivery, telefacsimile or by
                          registered or certified mail, with return receipt
                          requested, as follows:

                          To the Borrower:     Mr. Tom L. Ward
                                               6100 North Western
                                               Oklahoma City, Oklahoma  73118
                                               Fax No. (405) 848-8588

                          To the Lender:       Chesapeake Energy Marketing, Inc.
                                               6100 North Western
                                               Oklahoma City, Oklahoma  73118
                                               Attention:  Mr. Marcus C. Rowland
                                               Fax No. (405) 879-9580





                                      -5-
<PAGE>   9
                          or at such other address as either party designates
                          for such purpose in a written notice to the other
                          party.  Notice will be deemed to have been given on
                          the date actually received in the event of personal
                          or telefacsimile delivery or on the date two (2) days
                          after notice is deposited in the mail, properly
                          addressed, postage prepaid.

                 9.3      Severability.  In the event any one or more of the
                          provisions contained in any of the Loan Documents is
                          determined to be invalid, illegal or unenforceable in
                          any respect in any jurisdiction, the validity,
                          legality and enforceability of such provision or
                          provisions will not in any way be affected or
                          impaired thereby in any other jurisdiction nor will
                          the validity, legality and enforceability of the
                          remaining provisions contained in the Loan Documents
                          in any way be affected or impaired thereby.

                 9.4      Construction and Venue.  This Agreement and the
                          documents issued hereunder are executed and delivered
                          as an incident to a lending transaction negotiated
                          and to be performed in Oklahoma County, Oklahoma.
                          The Loan Documents are intended to constitute a
                          contract made under the laws of the State of Oklahoma
                          and to be construed in accordance with the internal
                          laws of the State of Oklahoma.  The descriptive
                          headings of the paragraphs of this Agreement are for
                          convenience only and are not to be used in the
                          construction of the content of this Agreement.  All
                          actions relating to or arising under the Loan
                          Documents will be instituted in the courts of the
                          State of Oklahoma sitting in Oklahoma County,
                          Oklahoma, or the United States District Court for the
                          Western District of Oklahoma, and the Borrower
                          irrevocably and unconditionally waives any objection
                          to the venue in such court and any claim that any
                          action has been brought in an inconvenient forum.

                 9.5      No Waiver.  No advance of loan proceeds under the
                          Loan Documents will constitute a waiver of any of the
                          Borrower's representations, warranties, conditions or
                          covenants under the Loan Documents.

                 9.6      Counterparts.  This Agreement may be executed via
                          telefacsimile in two or more counterparts and it will
                          not be necessary that the signatures of all parties
                          hereto be contained on any one counterpart hereof.
                          Each counterpart will be deemed an original, but all
                          counterparts together will constitute one and the
                          same instrument.





                                      -6-
<PAGE>   10
                          IN WITNESS WHEREOF, the Borrower and the Lender have
executed this Agreement effective on the date first above written.


                                      /s/ Tom L. Ward                         
                                      ----------------------------------------
                                      TOM L. WARD, individually

                                      (the "Borrower")


                                      CHESAPEAKE ENERGY MARKETING, 
                                      INC., an Oklahoma corporation


                                      By /s/ Marcus C. Rowland                
                                        --------------------------------------
                                        Marcus C. Rowland, Vice President
                                        and Chief Financial Officer

                                      (the "Lender")





                                      -7-
<PAGE>   11
                                   SCHEDULE A

                                PROMISSORY NOTE


$5,000,000.00                                            Oklahoma City, Oklahoma
                                                                   July 13, 1998


                 FOR VALUE RECEIVED, the undersigned, TOM L. WARD, an
individual (the "Borrower"), promises to pay to the order of CHESAPEAKE ENERGY
MARKETING, INC., an Oklahoma corporation (the "Lender"), at 6100 North Western,
Oklahoma City, Oklahoma 73118 or at such other place as may be designated in
writing by the holder of this Note, the principal sum of FIVE MILLION DOLLARS
($5,000,000.00), or so much as may be disbursed hereunder, as follows:

                 Prior to default, the unpaid principal balance of this Note
                 will bear interest at a per annum rate equal to nine percent
                 (9%).  Interest will be payable quarterly throughout the loan
                 term commencing on September 30, 1998, and on the last day of
                 each successive December, March, June and September thereafter
                 until this Note is paid in full.  All interest will be
                 computed at a per diem charge for the actual number of days
                 elapsed on the basis of a year consisting of three hundred
                 sixty five (365) days.

                 All payments will be applied first to any obligations of the
                 Borrower to the Lender other than principal and interest, then
                 to accrued unpaid interest on this Note and the remainder to
                 the principal balance of this Note.  The entire unpaid
                 principal balance of this Note, together with all accrued and
                 unpaid interest thereon, will be due and payable on demand or
                 on December 31, 1998 if no demand for payment has been made on
                 or before such date.

                 The Borrower will promptly apply any cash proceeds,
                 distributions or principal payments (other than scheduled
                 dividends or interest payments) received in respect of the
                 Collateral as prepayments of the principal amount owing under
                 the Note.

                 Except as otherwise defined herein all terms defined in the
Amended and Restated Loan Agreement of even date herewith between the Borrower
and the Lender (the "Loan Agreement") will have the same meanings herein as
therein.  This Note amends and restates that certain Promissory Note dated July
7, 1998 in the principal amount of $5,000,000.00 made by the Borrower in favor
of the Lender, and all Collateral securing such Promissory Note will remain in
full force and effect.  Any sum not paid when due will bear interest at fifteen
percent (15%) per annum and will be paid at the time of and as a condition
precedent to the curing of any default under the Loan Documents.  During the
existence of any such default, the holder of
<PAGE>   12
this Note may apply payments received on any amount due hereunder as the holder
may determine.  The Borrower will have the right to prepay this Note in whole
or in part at any time without penalty.

                 Advances and payments hereunder may, at the option of the
Lender, be recorded on this Note and shall be prima facie evidence of such
advances, payments and unpaid balance of this Note.  All advances hereunder
shall be made by the Lender in accordance with the terms of the Loan Agreement.

                 The Borrower agrees that if, and as often as, this Note is
placed in the hands of an attorney for collection or to defend or enforce any
of the holder's rights hereunder or under any instrument securing payment of
the same, the Borrower will pay to such holder its reasonable attorneys' fees
and all expenses incurred in connection therewith, whether or not an action
shall be instituted to enforce this Note.

                 This Note is given by the Borrower and accepted by the holder
hereof pursuant to a lending transaction contracted, consummated and to be
performed in Oklahoma City, Oklahoma County, Oklahoma, and this Note is to be
construed according to the laws of the State of Oklahoma.

                 This Note is issued subject to the terms of the Loan Agreement
and is secured by the Loan Documents.  On demand or on the breach of any
provision of this Note or any provision of the Loan Documents at the option of
the holder, the entire unpaid indebtedness evidenced by this Note will become
due, payable and collectible then or thereafter as the holder may elect,
regardless of the date of maturity of this Note.  Notice of the exercise of
such option is hereby expressly waived.  Failure by the holder to exercise such
option will not constitute a waiver of the right to exercise the same in the
event of any subsequent default.

                 The failure of the Lender to exercise any of the remedies or
options set forth in this Note, or in any instrument securing payment hereof,
upon the occurrence of one or more events of default, shall not constitute a
waiver of the right to exercise the same or any other remedy at any subsequent
time in respect to the same or any other event of default.  The acceptance by
the Lender of any payment which is less than the total of all amounts due and
payable at the time of such payment shall not constitute a waiver of the right
to exercise any of the foregoing remedies or options at that time or any
subsequent time, or nullify any prior exercise of such remedy or option,
without the express consent of the Lender.

                 Time is of the essence of each obligation of the Borrower
hereunder.

                 For the purposes of computing interest under this Note,
payments of all or any portion of the principal sum owing under this Note will
not be deemed to have been made until such principal payments are received by
the Lender in collected funds.

                 The makers, endorsers, sureties, guarantors and all other
persons who may become liable for all or any part of this obligation severally
waive presentment for payment, protest, demand and notice of nonpayment.  Said
parties consent to any extension of time (whether one
<PAGE>   13
or more) of payment hereof, the modification (whether one or more) of payment
hereof, release or substitution of all or part of the security for the payment
hereof or release of any party liable for payment of this obligation.  Any such
extension or release may be made without notice to any such party and without
discharging such party's liability hereunder.

                 IN WITNESS WHEREOF, the Borrower has executed this instrument
effective the date first above written.


                                              
                                              --------------------------------
                                              TOM L. WARD, individually

                                              (the "Borrower")
<PAGE>   14
                                   SCHEDULE C

                              AMENDED AND RESTATED
                               SECURITY AGREEMENT


                 THIS AMENDED AND RESTATED SECURITY AGREEMENT is executed
effective the 13th day of July, 1998, between TOM L. WARD, an individual (the
"Debtor"), TLW INVESTMENTS INC. ("TLW") (the Debtor and TLW are herein
collectively referred to as "Pledgor"), each having a notice address at 6100
North Western, Oklahoma City, Oklahoma  73118, and CHESAPEAKE ENERGY MARKETING,
INC., an Oklahoma corporation having a notice address at 6100 North Western,
Oklahoma City, Oklahoma  73118 (the "Secured Party").  This Agreement amends
and restates in its entirety that certain Security Agreement dated July 7, 1998
between the Debtor and the Secured Party, and all collateral security subject
to such Security Agreement continues in full force and effect.

                             W I T N E S S E T H :

                 WHEREAS, the Debtor is liable to the Secured Party under that
certain Promissory Note of even date herewith in the original face amount of
FIVE MILLION DOLLARS ($5,000,000.00) (the "Note") in connection with that
certain Amended and Restated Loan Agreement (the "Loan Agreement") of even date
herewith between the Debtor and the Secured Party; and

                 WHEREAS, as a material condition precedent to the Secured
Party's entering into the Loan Agreement, the Pledgor has agreed to secure
payment of the Note and all other obligations of the Debtor to the Secured
Party by granting the Secured Party a lien, security interest and pledge
covering certain assets of the Pledgor.

                 NOW, THEREFORE, (i) in order to comply with the terms and
conditions of the Loan Agreement; (ii) for and in consideration of the premises
and the agreements herein contained; and (iii) for other good and valuable
consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the Pledgor hereby agrees with the Secured Party as follows:

1.               Definitions.  Unless otherwise defined herein, all terms which
are defined in the Loan Agreement will have the same meanings herein as therein
unless the context otherwise requires, and all terms used herein which are
defined in the Oklahoma Uniform Commercial Code ("UCC") will have the same
meanings herein unless the context otherwise requires.

2.               Security Interest.  As collateral security for the Secured
Indebtedness, the Pledgor hereby grants to the Secured Party a security
interest in, an assignment of, a general lien upon, and a right of set-off
against, the following described property (the "Property"):

                 2.1     all of the Pledgor's right, title and interest in and
                         to the financial assets, securities, investment
                         property and other property described at Exhibit A
                         attached hereto, and all certificates representing
                         such property, and all
<PAGE>   15
                         tangible and intangible rights in connection therewith
                         and all accounts, contract rights and general
                         intangibles relating thereto (the "Assets");

                 2.2     any additional assets from time to time delivered to
                         or deposited with the Secured Party as security for
                         the obligations of the Debtor to the Secured Party or
                         otherwise pursuant to the terms of this Agreement; and

                 2.3     all cash, securities, dividends (whether cash,
                         property or stock), preferential, conversion or other
                         rights attaching to the Assets, all distributions or
                         payments in partial or complete liquidation or
                         redemption or as a result of reclassifications,
                         readjustments, reorganizations or changes in the
                         capital structure of the issuer of the Assets and all
                         rights and privileges pertaining thereto and all
                         subscriptions, warrants, options and any other rights
                         issued by the issuer of the Assets or any other person
                         upon or in connection with the Assets and all other
                         proceeds, products, additions to, replacements of,
                         substitutions for and accessions of any and all
                         Property described in this paragraph 2.

3.               Secured Indebtedness.  The security interest granted hereby in
the Property is given to secure the Debtor's payment of: (a) the Note together
with interest thereon; (b) any and all other or additional obligations of the
Debtor to the Secured Party; (c) all extensions, renewals, amendments,
modifications, substitutions and changes in form to the Note; (d) all costs and
expenses incurred in connection with the collection of the Note and any other
obligations of the Debtor to the Secured Party and enforcement of the Loan
Documents and the Secured Party's rights under this Agreement and all other
Loan Documents, including attorneys' fees and expenses; (e) all advances made
by the Secured Party to protect the security hereof, including advances made
for or on account of levies, insurance, repairs, taxes and for maintenance or
recovery of the Property, together with interest thereon at the rate specified
in the Note; (f) any and all other indebtedness, liabilities and obligations of
the Debtor to the Secured Party whether now owing or hereafter incurred; and
(g) performance of the agreements herein set forth (the foregoing items (a)
through (g) are collectively referred to herein as the "Secured Indebtedness").

4.               Debtors' Representations and Covenants.  The Pledgor hereby
warrants, represents and agrees as follows:

                 4.1     Principal Place of Business.  The Pledgor's principal
                         place of business is 6100 North Western, Oklahoma
                         City, Oklahoma  73118.

                 4.2     Title.  The Pledgor has absolute title to the Property
                         free and clear of all liens, encumbrances, negative
                         pledges and security interests except the security
                         interest hereby granted to the Secured Party and such
                         other rights, if any, of the Secured Party, and the
                         Pledgor warrants and will defend the



                                     -2-
<PAGE>   16
                         same unto the Secured Party against the claims and
                         demands of all other persons and parties whomsoever.

                 4.3     Transfers.  Without the prior written consent of the
                         Secured Party, the Pledgor agrees that the Debtor will
                         not sell, exchange or in any manner dispose of any of
                         the Property or any interest therein nor permit any
                         other lien, encumbrance or security interest to attach
                         thereto except those contemplated herein.

                 4.4     Secured Party's Security Interest.  This Agreement
                         creates a valid and binding security interest in the
                         Property securing the Secured Indebtedness.  There are
                         no consents required in connection with the grant by
                         the Pledgor of the security interests in the Property.
                         The Pledgor has good right and lawful authority to
                         pledge the Property in the manner hereby done or
                         contemplated.  All filings and other actions necessary
                         or appropriate to perfect or protect such security
                         interest will be or have been duly taken.  No further
                         or subsequent filing, recording, registration or other
                         public notice of such security interest is necessary
                         in any office or jurisdiction in order to perfect such
                         security interest or to continue, preserve or protect
                         such security interest except for continuation
                         statements.

                 4.5     Inspection.  The Secured Party may from time to time,
                         upon request, inspect all of the Pledgor's records
                         concerning any of the Property.

                 4.6     Further Assurances.  The Pledgor will from time to
                         time sign, execute, deliver and file, alone or with
                         the Secured Party, any financing statements, stock
                         powers, notices to issuers of securities constituting
                         collateral security, security agreement or other
                         documents; procure any instruments or documents as may
                         be reasonably requested by the Secured Party; and take
                         all further action that may be necessary or desirable,
                         or that the Secured Party may request, to confirm,
                         perfect, preserve and protect the security interests
                         intended to be granted hereby, and in addition, the
                         Pledgor hereby authorizes the Secured Party to execute
                         and deliver on behalf of the Pledgor and file such
                         financing statements, stock powers, security
                         agreements and other documents without the signature
                         of the Pledgor either in the Secured Party's name or
                         in the name of the Pledgor and as agent and
                         attorney-in-fact for the Pledgor.  The Pledgor shall
                         do all such additional and further acts or things,
                         give such assurances and execute such documents or
                         instruments as the Secured Party requires to vest more
                         completely in and assure to the Secured Party its
                         rights under the Loan Documents.





                                      -3-
<PAGE>   17
                 4.7     Filing Reproductions.  At the option of the Secured
                         Party, a carbon, photographic or other reproduction of
                         this Agreement or of a financing statement covering
                         the Property shall be sufficient as a financing
                         statement and may be filed as a financing statement.

                 4.8     Financing Statement Filings; Notifications.  The
                         Pledgor will immediately notify the Secured Party of
                         any condition or event that may change the proper
                         location for the filing of any financing statements or
                         other public notice or recordings for the purpose of
                         perfecting a security interest in the Property.
                         Without limiting the generality of the foregoing, the
                         Pledgor will immediately notify the Secured Party of
                         any change in the Pledgor's name or identity.  In any
                         notice furnished pursuant to this paragraph 4.8, the
                         Pledgor will expressly state that the notice is
                         required by this Agreement and contains facts that
                         will or may require additional filings of financing
                         statements or other notices for the purpose of
                         continuing perfection of the Secured Party's security
                         interest in the Property.

                 4.9     Possession.  Physical possession of the certificates
                         representing or evidencing the Property shall be
                         delivered to and held by Secured Party.

5.               Secured Party's Expenditures.  If the Pledgor fails to make
any expenditure or pay any sum necessary to discharge any lien, encumbrance,
levy, security interest or other charge on the Property as required hereby, the
Secured Party may but shall not be required to make any expenditure for such
purpose or purposes and all sums so expended shall be payable on demand, shall
bear interest at the rate specified in the Note and all such sums and interest
will additionally be secured hereby.  The Pledgor will pay all costs of filing
any financing, continuation or termination statements with respect to the
security interest granted hereby in the Property.

6.               Power of Attorney.  The Secured Party is hereby fully
authorized and empowered (without the necessity of any further consent or
authorization from the Pledgor) and the right is expressly granted to the
Secured Party, and the Pledgor hereby constitutes, appoints and makes the
Secured Party as the Pledgor's true and lawful attorney-in-fact and agent for
the Pledgor and in the Pledgor's name, place and stead with full power of
substitution, in the Secured Party's name or the Pledgor's name or otherwise,
for Secured Party's sole use and benefit, but at the Pledgor's cost and
expense, to exercise, without notice, all or any of the following powers at any
time with respect to all or any of the Property after the occurrence of any
default under this Agreement or any of the other Loan Documents which has not
been timely cured:  (a) all voting rights, all other corporate rights and all
conversion, exchange, subscription or other rights pertaining to the Property,
whether or not the Property has been registered in the Secured Party's name and
this Agreement will constitute the Pledgor's proxy to the Secured Party for
such purpose; (b) to demand, sue for, collect, receive and give acquittance for
any and all monies due or to become due by virtue thereof and otherwise deal
with proceeds; (c) to receive, take, endorse, assign and deliver any and all
checks, notes, drafts, documents and other





                                      -4-
<PAGE>   18
negotiable and non-negotiable instruments and chattel paper taken or received
by the Secured Party in connection therewith; (d) to settle, compromise,
compound, prosecute or defend any action or proceeding with respect thereto;
(e) to sell, transfer, assign or otherwise deal in or with the same or the
proceeds or avails thereof as fully and effectively as if the Secured Party
were the absolute owner thereof; and (f) to extend the time of payment of any
or all thereof and to grant waivers and make any allowance or other adjustment
with reference thereto; provided, however, the Secured Party shall be under no
obligation or duty to exercise any of the powers hereby conferred upon it and
shall be without liability for any act or failure to act in connection with the
collection of, or the preservation of any rights under, any Property.

7.               Default; Remedies.  On the occurrence of any event of default
under any of the Loan Documents or if the Pledgor fails to keep, observe,
comply with and perform all of the obligations and undertakings under this
Agreement or any of the other Loan Documents or fails to pay any principal or
interest on the Note when due, then, and in any such event, the Secured Party
may, at its option and without notice to any party, declare all or any portion
of the Secured Indebtedness to be immediately due and payable and may proceed
to enforce payment of the same, to exercise any or all rights and remedies
provided herein, in the other Loan Documents, and by the UCC and otherwise
available at law or in equity.  All remedies hereunder are cumulative, and any
indulgence or waiver by the Secured Party shall not be construed as an
abandonment of any other right hereunder or of the power to enforce the same or
another right at a later time.  Whether the Secured Party elects to exercise
any other rights or remedies under this Agreement or applicable law, the
Secured Party will be entitled to have a receiver appointed to take possession
of the Property without notice, which notice the Pledgor hereby waives,
notwithstanding anything contained in this Agreement or any law heretofore or
hereafter enacted.

8.               Secured Party's Duties.  The powers conferred upon the Secured
Party by this Agreement are solely to protect its interest in the Property and
will not impose any duty upon the Secured Party to exercise any such powers.
The Secured Party shall be under no duty whatsoever to make or give any
presentment, demand for performance, notice of nonperformance, protest, notice
of protest, notice of dishonor, or other notice or demand in connection with
any of the Property or the Secured Indebtedness, or to take any steps necessary
to preserve any rights against prior parties.  The Secured Party shall not be
liable for failure to collect or realize upon any or all of the Secured
Indebtedness or Property, or for any delay in so doing, nor shall the Secured
Party be under any duty to take any action whatsoever with regard thereto.

9.               Continuing Agreement.  This is a continuing Agreement and the
grant of a security interest hereunder shall remain in full force and effect
and all the rights, powers and remedies of the Secured Party hereunder shall
continue to exist until all of the Secured Indebtedness is paid in full as the
same becomes due and payable and until the Secured Party, upon request of the
Pledgor, has executed a written termination statement, reassigned to the
Pledgor, without recourse, the Property and all rights conveyed hereby and
returned possession of any Property in the Secured Party's possession to the
Pledgor.





                                      -5-
<PAGE>   19
10.              Preservation of Liability.  Neither this Agreement nor the
exercise by the Secured Party of (or the failure to so exercise) any right,
power or remedy conferred herein or by law shall be construed as relieving any
person liable on the Secured Indebtedness from liability on the Secured
Indebtedness and for any deficiency thereon.

11.              Waivers.  It is the intention of the Pledgor and Secured Party
that the validity of this Security Agreement shall not be impaired by any
defenses given to sureties or guarantors at law or in equity or by virtue of
the fact that the Note was executed by the Debtor rather than each Pledgor.
Nonexercise by the Secured Party of any right or remedy of the Secured Party
provided in the Note, Loan Agreement or other Loan Documents shall in no manner
affect the validity or enforceability of this Agreement or give any Pledgor any
recourse against the Secured Party.

                 11.1    Certain Actions.  Each Pledgor agrees that from time
to time, without affecting the Pledgor's obligations hereunder or the Secured
Party's rights in the Property, and without giving notice to or obtaining the
consent of any Pledgor, and without liability on the Secured Party's part, the
Secured Party may, at its option, (i) extend the time for payment of the Note
or any interest thereon, (ii) release anyone liable under the Loan Agreement or
Note; (iii) renew, rearrange, consolidate or modify the Note; (iv) take or
release any security or additional security for the Note or Loan Agreement; (v)
increase or decrease the rate of interest payable on the Note; or (vi) grant
any other leniencies, indulgences, or compromises under the Loan Agreement or
Note as the Secured Party may deem appropriate or desirable.

                 11.2    Certain Defenses.  Each Pledgor hereby waives
diligence, presentment, demand, notice of demand, notice of nonpayment or
dishonor, protest, notice of protest and all other notices of any kind
whatsoever as to the Note, or any renewal, extension, rearrangement,
consolidation or modification thereof.  Each Pledgor agrees that it shall not
be necessary for the Secured Party, in order to enforce this Agreement, first,
(i) to exhaust its remedies against the Debtor, any guarantor or others liable
on the obligations evidenced by the Note; or (ii) to enforce the Secured
Party's rights in any other security given to secure the Note.  Each Pledgor
further waives, to the fullest extent permitted by law, (i) all defenses given
to sureties or guarantors at law or in equity other than the actual payment of
the sums evidenced by the Note and secured by this Agreement and the
performance of the other covenants and agreements contained herein and (ii) any
defense it may have to any liability hereunder based on any asserted lack of
diligence, delay in prosecuting any action with regard to the Note, or any
impairment of any other security for payment of the Note.

                 11.3    Additional Waivers.  The validity of this Agreement as
to the indebtedness secured by the Note shall not be affected in any manner
whatsoever on account of any or all of the following:  (i) incapacity, death,
disability, dissolution or termination of any person or entity; (ii) the
failure of the Secured Party to file or enforce a claim against the estate
(either in administration, bankruptcy or other proceedings) of the Debtor, any
Pledgor or any other person or entity; (iii) any defenses, setoffs or
counterclaims which may be available to the Debtor or any other person or
entity; (iv) any modifications, extensions, amendments, consents, releases





                                      -6-
<PAGE>   20
or waivers with respect to the Note or any other instrument now or hereafter
securing the payment of the Note, or any guaranty of the Note; (v) any failure
of the Secured Party to give any notice to any Pledgor of any default under any
other instrument securing payment of the Note; or (vi) any impairment,
modification, change, release or limitation of the liability of, or stay of
actions or lien enforcement proceedings against, the Debtor, its property or
its estate in bankruptcy resulting from the operation of any present or future
federal or state statute relating to bankruptcy or insolvency or from the
decision of any court relating thereto.  The Secured Party shall not be
required to pursue any other remedies before invoking the benefits of this
Agreement and, specifically, it shall not be required to exhaust its remedies
against the Debtor or any guarantor or surety or to proceed against any other
security now or hereafter existing for the payment of any of the indebtedness
evidenced by the Note.  The Secured Party may exercise its rights hereunder
without bringing a separate action against the Debtor.

12.              Notices.  Any notice or demand under this Agreement or in
connection with this Agreement may be given at the addresses set forth in the
initial paragraph of this Agreement or by telefacsimile, but actual notice,
however given or received, will always be effective.

13.              Successors and Assigns.  The covenants and agreements herein
contained by or on behalf of the Pledgor shall bind the Pledgor, and the
Pledgor's legal representatives, successors and assigns and shall inure to the
benefit of the Secured Party and the Secured Party's successors and assigns.

14.              Invalidity.  If any provision hereof shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof.

15.              Construction.  This Agreement will be governed by and
construed in accordance with the laws of the State of Oklahoma applicable to
contracts made and to be performed entirely within the State of Oklahoma.





                                      -7-
<PAGE>   21
                         IN WITNESS WHEREOF, this Agreement is executed
effective the date first above written.


                                        
                                        --------------------------------------
                                        TOM L. WARD, individually

                                        TLW INVESTMENTS INC., an Oklahoma 
                                        corporation


                                        By:                                   
                                           -----------------------------------
                                           Tom L. Ward, President

                                        (the "Pledgor")





                                      -8-

Source: OneCLE Business Contracts.