CHESAPEAKE ENERGY CORP, 10-Q, 1998-08-14

CHESAPEAKE ENERGY CORP
10-Q, 1998-08-14
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934

FOR THE TRANSITION PERIOD FROM____________TO____________

COMMISSION FILE NO. 1-13726

CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

OKLAHOMA 73-1395733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (Zip Code)

(405) 848-8000
(Registrant's telephone number, including area code)

---------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES [X] NO [ ]

At July 31, 1998, there were 98,335,100 shares of the registrant's $.01 par
value Common Stock outstanding.

- -------------------------------------------------------------------------------

<PAGE> 2

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Consolidated Financial Statements:

Consolidated Balance Sheets at June 30, 1998 (Unaudited) and
December 31, 1997 3

Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 1998 and 1997 (Unaudited) 4

Consolidated Statements of Cash Flows for the Six Months Ended June
30, 1998 and 1997 (Unaudited) 5

Notes to Consolidated Financial Statements (Unaudited) 6

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 25

Item 2. Changes in Securities and Use of Proceeds 25

Item 3. Defaults Upon Senior Securities 26

Item 4. Submission of Matters to a Vote of Security Holders 26

Item 5. Other Information 26

Item 6. Exhibits and Reports on Form 8-K 26
</TABLE>

2
<PAGE> 3

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------- -------------
(UNAUDITED)
($ IN THOUSANDS)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ........................................ $ 59,690 $ 123,860
Short-term investments ........................................... 6,637 12,570
Accounts receivable:
Oil and gas sales ............................................... 21,866 10,654
Oil and gas marketing sales ..................................... 26,122 20,493
Joint interest and other, net of allowance for doubtful
accounts of $1,049,000 and $691,000............................ 32,898 38,781
Related parties ................................................. 6,707 4,246
Inventory ........................................................ 5,216 5,493
Other ............................................................ 2,378 1,624
------------- -------------
Total current assets .......................................... 161,514 217,721
------------- -------------
PROPERTY AND EQUIPMENT:
Oil and gas properties, at cost based on full cost accounting:
Evaluated oil and gas properties ................................ 2,002,236 1,095,363
Unevaluated properties .......................................... 99,229 125,155
Less: accumulated depreciation, depletion and ................... (1,143,521) (602,391)
------------- -------------
amortization
957,944 618,127
Other property and equipment ..................................... 77,309 67,633
Less: accumulated depreciation and amortization .................. (18,887) (6,573)
------------- -------------
Total property and equipment .................................. 1,016,366 679,187
------------- -------------
OTHER ASSETS ....................................................... 82,293 55,876
------------- -------------
TOTAL ASSETS .................................................. $ 1,260,173 $ 952,784
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable ................................................. $ 58,559 $ 81,775
Accrued liabilities and other .................................... 49,906 42,733
Revenues and royalties due others ................................ 21,615 28,972
------------- -------------
Total current liabilities ..................................... 130,080 153,480
------------- -------------
LONG-TERM DEBT, NET ................................................ 919,034 508,992
------------- -------------
REVENUES AND ROYALTIES DUE OTHERS .................................. 11,345 10,106
------------- -------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 10,000,000 shares authorized;
4,600,000 and 0 shares of 7% cumulative convertible stock
issued and outstanding at June 30, 1998 and December 31,
1997, respectively, entitled in liquidation to $230 million...... 230,000 --
Common stock, 250,000,000 shares authorized; $.01 par value;
100,903,950 and 74,298,061 shares issued and outstanding
at June 30, 1998, and December 31, 1997, respectively ........... 1,009 743
Paid-in capital .................................................. 680,511 460,733
Accumulated deficit .............................................. (693,975) (181,270)
Less: treasury stock, at cost; 4,282,000 and zero shares
at June 30, 1998 and December 31, 1997, respectively ............ (17,831) --
------------- -------------
Total stockholders' equity .................................... 199,714 280,206
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................... $ 1,260,173 $ 952,784
============= =============
</TABLE>

The accompanying notes are an integral part of
these consolidated financial statements.

3
<PAGE> 4

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Oil and gas sales ...................................... $ 75,639 $ 45,354 $ 125,880 $ 102,753
Oil and gas marketing sales ............................ 33,671 23,743 60,195 46,153
Interest and other ..................................... 2,571 5,430 2,795 8,707
---------- ---------- ---------- ----------
Total revenues ..................................... 111,881 74,527 188,870 157,613
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Production expenses .................................... 14,673 4,019 22,567 7,177
Production taxes ....................................... 2,621 906 4,165 2,056
Oil and gas marketing expenses ......................... 33,705 23,845 59,966 45,592
Impairment of oil and gas properties ................... 216,000 236,000 466,000 236,000
Impairment of other assets ............................. 10,000 -- 10,000 --
Oil and gas depreciation, depletion and amortization ... 43,900 42,358 75,242 67,021
Depreciation and amortization of other assets .......... 1,922 1,073 3,302 1,946
General and administrative ............................. 5,134 2,582 9,514 5,063
Interest ............................................... 18,665 8,680 29,353 12,334
---------- ---------- ---------- ----------
Total costs and expenses ........................... 346,620 319,463 680,109 377,189
---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAX AND EXTRAORDINARY ITEM ........... (234,739) (244,936) (491,239) (219,576)
INCOME TAX BENEFIT ...................................... -- (27,153) -- (17,898)
---------- ---------- ---------- ----------
LOSS BEFORE EXTRAORDINARY ITEM .......................... (234,739) (217,783) (491,239) (201,678)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt ................... (13,334) -- (13,334) (177)
---------- ---------- ---------- ----------
NET LOSS ................................................ (248,073) (217,783) (504,573) (201,855)

PREFERRED STOCK DIVIDENDS ............................... (4,025) -- (4,025) --
---------- ---------- ---------- ----------

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS ............... $ (252,098) $ (217,783) $ (508,598) $ (201,855)
========== ========== ========== ==========

EARNINGS PER COMMON SHARE (BASIC AND ASSUMING DILUTION)
Loss before extraordinary item ......................... $ (2.29) $ (3.12) $ (5.35) $ (2.87)
Extraordinary item ..................................... (0.12) -- (0.15) --
---------- ---------- ---------- ----------
Net loss ............................................... $ (2.41) $ (3.12) $ (5.50) $ (2.87)
========== ========== ========== ==========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING
Basic and assuming dilution ............................ 104,662 69,819 92,504 70,277
========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

4
<PAGE> 5

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------
1998 1997
---------- ----------
($ IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................................ $ (504,573) $ (201,855)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization ....................................... 77,542 68,274
Impairment of oil and gas assets ............................................... 466,000 236,000
Impairment of other assets ..................................................... 10,000 --
Deferred taxes ................................................................. -- (14,195)
Amortization of loan costs ..................................................... 1,002 693
Amortization of bond discount .................................................. 56 26
Gain on sale of fixed assets and other ......................................... (368) (1,071)
Extraordinary loss before income tax benefit ................................... 13,334 (3,526)
Equity in (earnings) losses of equity investees ................................ 285 (321)
Bad debt expense ............................................................... 516 299
---------- ----------
Cash provided by operating activities before changes
in current assets and liabilities .......................................... 63,794 84,324
Changes in current assets and liabilities ...................................... (44,074) (42,136)
---------- ----------
Cash provided by operating activities ........................................ 19,720 42,188
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Exploration, development and acquisition of oil and gas properties .............. (472,879) (281,709)
Proceeds from sale of assets .................................................... 4,404 --
Long-term loans made to third parties ........................................... -- (18,000)
Other investments ............................................................... -- (10,751)
Repayment of long-term loan ..................................................... 2,000 --
Additions to other property and equipment ....................................... (5,183) (29,245)
---------- ----------
Cash used in investing activities ............................................ (471,658) (339,705)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings .............................................. 658,750 292,626
Payments on long-term borrowings ................................................ (474,166) (12,750)
Proceeds from issuance of preferred stock ....................................... 222,781 --
Purchase of treasury stock ...................................................... (17,831) --
Cash received from exercise of stock options .................................... 101 1,114
Other financing ................................................................. (1,867) (195)
---------- ----------
Cash provided by financing activities ........................................ 387,768 280,795
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .............................. (64,170) (16,722)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................................... 123,860 140,739
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......................................... $ 59,690 $ 124,017
========== ==========
</TABLE>

The accompanying notes are an integral part of these
consolidated financial statements.

5
<PAGE> 6

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

1. ACCOUNTING PRINCIPLES

The accompanying unaudited consolidated financial statements of Chesapeake
Energy Corporation and subsidiaries (the "Company") have been prepared in
accordance with the instructions to Form 10-Q as prescribed by the Securities
and Exchange Commission. All material adjustments (consisting solely of normal
recurring adjustments) which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods have been reflected.
The results for the three and six months ended June 30, 1998 are not necessarily
indicative of the results to be expected for the full fiscal year.

The Company changed its fiscal year end from June 30 to December 31 for the
period ended December 31, 1997. This Form 10-Q relates to the three and six
months ended June 30, 1998 (the "Current Quarter" and "Current Period",
respectively) and June 30, 1997 (the "Prior Quarter" and "Prior Period",
respectively).

2. RECENT EVENTS

On April 22, 1998, the Company issued $230 million (4.6 million shares) of its
7% Cumulative Convertible Preferred Stock, $50 per share liquidation preference,
and $500 million of its 9.625% Series A Senior Notes due 2005. Net proceeds from
these offerings were approximately $711 million.

On April 27, 1998, Chesapeake acquired from Gothic Energy Corporation natural
gas reserves in the Arkoma Basin of Oklahoma for $20 million, and purchased
$39.5 million of Gothic 12% preferred stock (with liquidation value of $50
million) and ten-year warrants to purchase 15% of Gothic's currently outstanding
common stock for $0.01 per share. As part of this transaction, for additional
consideration of $10.5 million, Chesapeake entered into a five-year drilling and
acquisitions participation agreement with Gothic.

On April 27, 1998, Chesapeake acquired the British Columbia properties of Sunoma
Acquisitions Ltd. for $33 million.

On April 28, 1998, the Company acquired by merger the Mid-Continent operations
of DLB Oil & Gas, Inc. for $17.5 million in cash, 5,000,000 shares of the
Company's common stock, and the assumption of $90 million in outstanding debt
and working capital obligations.

On April 30, 1998, the Company acquired 100% of the stock of MC Panhandle Corp.,
a wholly-owned subsidiary of Occidental Petroleum Corporation, by paying
approximately $95 million, net of working capital adjustments.

Effective April 30, 1998, the Company purchased all of its $90 million aggregate
principal amount 10.5% Senior Notes due 2002. The cost to acquire the 10.5%
Senior Notes was approximately $99 million. The early retirement of these notes
resulted in an extraordinary charge of approximately $13.3 million during the
Current Quarter.

3. LEGAL PROCEEDINGS

The Company and certain of its officers and directors are defendants in a
consolidated class action suit alleging violations of the Securities Exchange
Act of 1934. The plaintiffs assert that the defendants made material
misrepresentations and failed to disclose material facts about the success of
the Company's exploration efforts in the Louisiana Trend. As a result, the
complaint alleges the price of the Company's common stock was artificially
inflated from January 25, 1996 until June 27, 1997, when the Company issued a
press release announcing disappointing drilling results in the Louisiana Trend
and a full-cost ceiling writedown to be reflected in its June 30, 1997 financial
statements. The plaintiffs further allege that certain of the named individual
defendants sold common stock during the class period when they knew or should
have known adverse nonpublic information. The plaintiffs seek a determination
that the suit is a proper class action and damages in an unspecified amount,
together with interest and costs of litigation, including attorneys' fees. The
Company and the individual defendants believe

6
<PAGE> 7

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

that these claims are without merit, and intend to defend against them
vigorously. No estimate of loss or range of estimate of loss, if any, can be
made at this time.

A purported class action alleging violations of the Securities Act of 1933 and
the Oklahoma Securities Act has been filed against the Company and others on
behalf of investors who purchased common stock of Bayard Drilling Technologies,
Inc. ("Bayard") in, or traceable to, its initial public offering in November
1997. Total proceeds of the offering were $254 million, of which the Company
received net proceeds of $90 million as a selling shareholder. Plaintiffs allege
that the Company, a major customer of Bayard's drilling services and the owner
of 30.1% of Bayard's common stock outstanding prior to the offering, was a
controlling person of Bayard. Plaintiffs assert that the Bayard prospectus
contained material omissions and misstatements relating to (i) the Company's
financial "problems" and their impact on Bayard's operating results, (ii)
increased costs associated with Bayard's growth strategy, (iii) undisclosed
pending related-party transactions between Bayard and third parties other than
the Company, (iv) Bayard's planned use of offering proceeds and (v) Bayard's
capital expenditures and liquidity. The alleged defective disclosures are
claimed to have resulted in a decline in Bayard's share price following the
public offering. Plaintiffs seek a determination that the suit is a proper class
action and damages in an unspecified amount or rescission, together with
interest and costs of litigation, including attorneys' fees. The Company
believes that the claims are without merit and intends to defend against them
vigorously. No estimate of loss or range of estimate of loss, if any, can be
made at this time.

In October 1996, Union Pacific Resources Company ("UPRC") sued the Company
alleging infringement of a patent for a drillbit steering method. Other claims
asserted by UPRC have been dismissed. UPRC's infringement claims against the
Company are based on services provided to the Company by a third party vendor
controlled by former UPRC employees. UPRC is seeking injunctive relief, damages
of an unspecified amount, including actual and enhanced damages, interest, costs
and attorneys' fees. The Company believes that it has meritorious defenses to
UPRC's allegations and that the UPRC patent is invalid. The Company has filed a
motion to construe UPRC's patent claims and other dispositive motions are
pending. No estimate of loss or range of estimate of loss, if any, can be made
at this time; however, in reports filed in the proceeding, experts for UPRC
claim that damages could be as much as $18 million while Company experts state
that the amount should not exceed $25,000, in each case based on a reasonable
royalty.

The Company is currently involved in various other routine disputes incidental
to its business operations. While it is not possible to determine the ultimate
disposition of these matters, management, after consultation with legal counsel,
is of the opinion that the final resolution of all such currently pending or
threatened litigation is not likely to have a material adverse effect on the
consolidated financial position or results of operations of the Company.

4. IMPAIRMENT OF OIL AND GAS PROPERTIES AND OTHER ASSETS

The Company incurred an impairment of oil and gas properties charge of $216
million in the Current Quarter. This writedown was caused primarily by the
effects of accounting for the Current Quarter acquisitions using the purchase
accounting method, as well as a significant decline in oil prices from March 31
to June 30. The Company also recorded a $10 million impairment in the Current
Quarter related to certain of its gas processing and transportation assets
located in Louisiana.

5. NET LOSS PER SHARE

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS
128"). SFAS 128 requires presentation of "basic" and "diluted" earnings per
share, as defined, on the face of the statement of operations for all entities
with complex capital structures. SFAS 128 is effective for financial statements
issued for periods ending after December 15, 1997 and requires restatement of
all prior period earnings per share amounts. The Company has adopted SFAS 128
and has restated all prior periods presented.

7
<PAGE> 8

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

SFAS 128 requires a reconciliation of the numerators and denominators of the
basic and diluted EPS computations. For the Current Quarter, the Prior Quarter,
the Current Period and the Prior Period, there was no difference between actual
weighted average shares outstanding, which are used in computing basic EPS, and
diluted weighted average shares outstanding, which are used in computing diluted
EPS. Options to purchase 8.3 million and 7.9 million shares of common stock at a
weighted average exercise price of $4.13 and $7.09 were outstanding at June 30,
1998 and 1997, respectively, but were not included in the computation of diluted
EPS because the effect of these outstanding options would be antidilutive.

6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities (FAS 133). FAS
133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999 (January 1, 2000 for the Company). FAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designed as part of a hedge transaction and, if it is, the type of hedge
transaction. For fair-value hedge transactions in which the Company is hedging
changes in an asset's, liability's, or firm commitment's fair value, changes in
the fair value of the derivative instrument will generally be offset in the
income statement by changes in the hedged item's fair value. For cash-flow hedge
transactions, in which the Company is hedging the variability of cash flows
related to a variable-rate asset, liability, or a forecasted transaction,
changes in the fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that are
reported in other comprehensive income will be reclassified as earnings in the
periods in which earnings are impacted by the variability of the cash flows of
the hedged item. The ineffective portion of all hedges will be recognized in
current-period earnings.

The Company has not yet determined the impact that the adoption of FAS 133 will
have on its earnings or its balance sheet.

7. ACQUISITION OF HUGOTON

In March 1998, the Company acquired Hugoton Energy Corporation ("Hugoton")
pursuant to a merger by issuing 25.8 million shares of the Company's common
stock in exchange for 100% of Hugoton's common stock. The acquisition of Hugoton
was accounted for using the purchase method as of March 1, 1998, and the results
of operations of Hugoton have been included since that date.

The following unaudited pro forma information has been prepared assuming Hugoton
had been acquired as of the beginning of the periods presented. The pro forma
information is presented for information purposes only and is not necessarily
indicative of what would have occurred if the acquisition had been made as of
those dates. In addition, the pro forma information is not intended to be a
projection of future results and does not reflect the efficiencies expected to
result from the integration of Hugoton.

Pro Forma Information (Unaudited)
(In thousands, except per share data)

<TABLE>
<CAPTION>
Six Months Ended June 30,
1998 1997
---------- ---------
<S> <C> <C>
Revenues................................................ $ 198,562 $ 198,946
Loss before extraordinary item.......................... $ (492,688) $(197,871)
Net Loss................................................ $ (506,022) $(198,048)
Loss before extraordinary item per common share......... $ (5.37) $ (2.82)
Loss per common share................................... $ (5.51) $ (2.82)
</TABLE>

8
<PAGE> 9

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

The Company also acquired other businesses and oil and gas properties since
December 1997. The results of operations of these businesses and properties were
not material in relation to the Company's consolidated results of operations.

8. SENIOR NOTES

10.5% Notes
The Company had outstanding at March 31, 1998, $90 million in aggregate
principal amount of 10.5% Senior Notes due 2002. The 10.5% Notes were senior,
unsecured obligations of the Company and were fully and unconditionally
guaranteed, jointly and severally, by Guarantor Subsidiaries (as defined below).
All outstanding 10.5% Notes were acquired by the Company effective April 30,
1998. See Note 2.

9.125% Notes

The Company has outstanding $120 million in aggregate principal amount of 9.125%
Senior Notes which mature April 15, 2006. The 9.125% Notes bear interest at an
annual rate of 9.125%, payable semiannually on each April 15 and October 15. The
9.125% Notes are senior, unsecured obligations of the Company and are fully and
unconditionally guaranteed, jointly and severally, by the Guarantor
Subsidiaries.

7.875% Notes

The Company has outstanding $150 million in aggregate principal amount of 7.875%
Senior Notes which mature March 15, 2004. The 7.875% Notes bear interest at the
rate of 7.875%, payable semiannually on each March 15 and September 15. The
7.875% Notes are senior, unsecured obligations of the Company and are fully and
unconditionally guaranteed, jointly and severally, by the Guarantor
Subsidiaries.

8.5% Notes

The Company has outstanding $150 million in aggregate principal amount of 8.5%
Senior Notes which mature March 15, 2012. The 8.5% Notes bear interest at the
rate of 8.5%, payable semiannually on each March 15 and September 15. The 8.5%
Notes are senior, unsecured obligations of the Company and are fully and
unconditionally guaranteed, jointly and severally, by the Guarantor
Subsidiaries.

9.625% Notes

On April 22, 1998, the Company issued $500 million aggregate principal amount of
9.625% Senior Notes which mature May 1, 2005. The 9.625% Notes bear interest at
an annual rate of 9.625%, payable semiannually on each May 1 and November 1. The
9.625% Notes are senior, unsecured obligations of the Company and are fully and
unconditionally guaranteed, jointly and severally, by the Guarantor
Subsidiaries.

The Company is a holding company and owns no operating assets and has no
significant operations independent of its subsidiaries. The Company's
obligations under its Senior Notes have been fully and unconditionally
guaranteed, on a joint and several basis, by each of the Company's "Restricted
Subsidiaries" (as defined in the respective indentures governing the Senior
Notes) (collectively, the "Guarantor Subsidiaries"). Each of the Guarantor
Subsidiaries is a direct or indirect wholly-owned subsidiary of the Company.

The Senior Note Indentures contain certain covenants, including covenants
limiting the Company and the Guarantor Subsidiaries with respect to asset sales,
restricted payments, the incurrence of additional indebtedness and the issuance
of preferred stock, liens, sale and leaseback transactions, lines of business,
dividend and other payment restrictions affecting Guarantor Subsidiaries,
mergers or consolidations, and transactions with affiliates. The

9
<PAGE> 10

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

Company is obligated to repurchase the 9.125% and 9.625% Senior Notes in the
event of a change of control or certain asset sales.

Set forth below are condensed consolidating financial statements of the
Guarantor Subsidiaries, the Company's subsidiaries which are not guarantors of
the Senior Notes (the "Non-Guarantor Subsidiaries") and the Company. Separate
financial statements of each Guarantor Subsidiary have not been provided because
management has determined that they are not material to investors.

As of and for the three and six months ended June 30, 1998, the only
Non-Guarantor Subsidiary was Chesapeake Energy Marketing, Inc. As of and for the
three and six months ended June 30, 1997, the Non-Guarantor Subsidiaries were
Chesapeake Energy Marketing, Inc. and Chesapeake Canada Corporation. For both
periods, the remaining subsidiaries of the Company were Guarantor Subsidiaries.

10
<PAGE> 11

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 1998
($ IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS

Total Property and Equipment ........... 1,000,227 406 15,733 -- 1,016,366
----------- ----------- ----------- ----------- -----------
INVESTMENTS IN SUBSIDIARIES AND
INTERCOMPANY ADVANCES ..................... 479,538 -- 471,150 (950,688) --
OTHER ASSETS ................................ 39,538 593 42,162 -- 82,293
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS ...........................$ 1,590,140 $ 33,303 $ 596,693 $ (959,963) $ 1,260,173
=========== =========== =========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable and current maturities
of long-term debt .......................$ -- $ -- $ -- $ -- $ --
Accounts payable and other ................ 88,370 27,757 24,757 (10,804) 130,080
----------- ----------- ----------- ----------- -----------
Total Current Liabilities .............. 88,370 27,757 24,757 (10,804) 130,080
----------- ----------- ----------- ----------- -----------
LONG-TERM DEBT .............................. -- -- 919,034 -- 919,034
----------- ----------- ----------- ----------- -----------
REVENUES PAYABLE ............................ 11,345 -- -- -- 11,345
----------- ----------- ----------- ----------- -----------
INTERCOMPANY PAYABLES ....................... 1,321,703 (3,557) (1,319,675) 1,529 --
----------- ----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY:
Preferred Stock ........................... -- -- 230,000 -- 230,000
Common Stock .............................. 26 1 999 (17) 1,009
Other ..................................... 168,696 9,102 741,578 (950,671) (31,295)
----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity ............. 168,722 9,103 972,577 (950,688) 199,714
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY .................$ 1,590,140 $ 33,303 $ 596,693 $ (959,963) $ 1,260,173
=========== =========== =========== =========== ===========
</TABLE>

11
<PAGE> 12

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 1997
($ IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS

GUARANTOR NON-GUARANTOR COMPANY
SUBSIDIARIES SUBSIDIARIES (PARENT) ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ................. $ (589) $ 13,999 $ 110,450 $ -- $ 123,860
Short-term investments .................... -- -- 12,570 -- 12,570
Accounts receivable, net .................. 57,476 22,882 1,524 (7,708) 74,174
Inventory ................................. 4,918 575 -- -- 5,493
Other ..................................... 1,613 1 10 -- 1,624
----------- ----------- ----------- ----------- -----------
Total Current Assets ................... 63,418 37,457 124,554 (7,708) 217,721
----------- ----------- ----------- ----------- -----------
PROPERTY AND EQUIPMENT:
Oil and gas properties .................... 1,056,118 39,245 -- -- 1,095,363
Unevaluated leasehold ..................... 125,155 -- -- -- 125,155
Other property and equipment .............. 51,868 343 15,422 -- 67,633
Less: accumulated depreciation,
Depletion and amortization .............. (593,359) (14,650) (955) -- (608,964)
----------- ----------- ----------- ----------- -----------
Total Property and Equipment ........... 639,782 24,938 14,467 -- 679,187
----------- ----------- ----------- ----------- -----------
INVESTMENTS IN SUBSIDIARIES AND
INTERCOMPANY ADVANCES ..................... 81,755 49,958 903,713 (1,035,426) --
----------- ----------- ----------- ----------- -----------
OTHER ASSETS ................................ 10,189 6,918 38,769 -- 55,876
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS ........................... $ 795,144 $ 119,271 $ 1,081,503 $(1,043,134) $ 952,784
=========== =========== =========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable and current maturities
of long-term debt ....................... $ -- $ -- $ -- $ -- $ --
Accounts payable and other ................ 104,259 29,649 27,280 (7,708) 153,480
----------- ----------- ----------- ----------- -----------
Total Current Liabilities .............. 104,259 29,649 27,280 (7,708) 153,480
----------- ----------- ----------- ----------- -----------
LONG-TERM DEBT .............................. -- -- 508,992 -- 508,992
----------- ----------- ----------- ----------- -----------
REVENUES PAYABLE ............................ 10,106 -- -- -- 10,106
----------- ----------- ----------- ----------- -----------
INTERCOMPANY PAYABLES ....................... 853,958 2,959 -- (856,917) --
----------- ----------- ----------- ----------- -----------
STOCKHOLDERS' EQUITY:
Common Stock .............................. 10 3 733 (3) 743
Other ..................................... (173,189) 86,660 544,498 (178,506) 279,463
----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity ............. (173,179) 86,663 545,231 (178,509) 280,206
----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ................. $ 795,144 $ 119,271 $ 1,081,503 $(1,043,134) $ 952,784
=========== =========== =========== =========== ===========
</TABLE>

12
<PAGE> 13

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR COMPANY
SUBSIDIARIES SUBSIDIARIES (PARENT) ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FOR THE THREE MONTHS ENDED JUNE 30, 1998
REVENUES:
Oil and gas sales ........................ $ 74,592 $ -- $ -- $ 1,047 $ 75,639
Oil and gas marketing sales .............. 11,350 49,561 -- (27,240) 33,671
Interest and other ....................... 542 129 23,948 (22,048) 2,571
----------- ----------- ----------- ----------- -----------
Total Revenues ........................ 86,484 49,690 23,948 (48,241) 111,881
----------- ----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Production expenses and taxes ............ 17,294 -- -- -- 17,294
Oil and gas marketing expenses ........... 11,081 48,817 -- (26,193) 33,705
Impairment of oil and gas properties ..... 216,000 -- -- -- 216,000
Impairment of other assets ............... 10,000 -- -- -- 10,000
Oil and gas depreciation, depletion
and amortization ....................... 43,900 -- -- -- 43,900
Other depreciation and amortization ...... 1,198 34 690 -- 1,922
General and administrative ............... 4,800 359 (25) -- 5,134
Interest ................................. 21,876 -- 18,837 (22,048) 18,665
----------- ----------- ----------- ----------- -----------
Total Costs and Expenses .............. 326,149 49,210 19,502 (48,241) 346,620
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM ................... (239,665) 480 4,446 -- (234,739)
INCOME TAX EXPENSE (BENEFIT) ............... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM ....................... (239,665) 480 4,446 -- (234,739)
----------- ----------- ----------- ----------- -----------
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt,
net of applicable income tax ........... (2,164) -- (11,170) -- (13,334)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) ..................... $ (241,829) $ 480 $ (6,724) $ -- $ (248,073)
=========== =========== =========== =========== ===========
FOR THE THREE MONTHS ENDED JUNE 30, 1997
REVENUES:
Oil and gas sales ........................ $ 48,572 $ (3,579) $ -- $ 361 $ 45,354
Gas marketing sales ...................... -- 41,767 -- (18,024) 23,743
Interest and other ....................... 434 (19) 44,543 (39,528) 5,430
----------- ----------- ----------- ----------- -----------
Total revenues ........................ 49,006 38,169 44,543 (57,191) 74,527
----------- ----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Production expenses and taxes ............ 5,336 (411) -- -- 4,925
Gas marketing expenses ................... -- 41,508 -- (17,663) 23,845
Impairment of oil and gas properties ..... 236,000 -- -- -- 236,000
Oil and gas depreciation ................. 43,651 (1,293) -- -- 42,358
Other depreciation and amortization ...... 601 (11) 483 -- 1,073
General and administrative ............... 2,013 191 378 -- 2,582
Interest ................................. 37,164 (217) 11,261 (39,528) 8,680
----------- ----------- ----------- ----------- -----------
Total Costs and Expenses .............. 324,765 39,767 12,122 (57,191) 319,463
----------- ----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAX ............ (275,759) (1,598) 32,421 -- (244,936)
INCOME TAX EXPENSE (BENEFIT) ............... (28,714) (1,408) 2,969 -- (27,153)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM .................. (247,045) (190) 29,452 -- (217,783)
EXTRAORDINARY ITEM:
Loss on early extinguishmet of debt, net
of applicable income tax ............... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) ..................... $ (247,045) $ (190) $ 29,452 $ -- $ (217,783)
=========== =========== =========== =========== ===========
</TABLE>

13
<PAGE> 14

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR COMPANY
SUBSIDIARIES SUBSIDIARIES (PARENT) ELIMINATIONS CONSOLIDATED
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
FOR THE SIX MONTHS ENDED JUNE 30, 1998
REVENUES:
Oil and gas sales ....................... $ 124,207 $ -- $ -- $ 1,673 $ 125,880
Oil and gas marketing sales ............. 21,071 87,565 -- (48,441) 60,195
Interest and other ...................... 566 219 43,983 (41,973) 2,795
---------- ---------- ---------- ---------- ----------
Total Revenues ....................... 145,844 87,784 43,983 (88,741) 188,870
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Production expenses and taxes ........... 26,732 -- -- -- 26,732
Oil and gas marketing expenses .......... 20,617 86,117 -- (46,768) 59,966
Impairment of oil and gas properties .... 466,000 -- -- -- 466,000
Impairment of other assets .............. 10,000 -- -- -- 10,000
Oil and gas depreciation, depletion
and amortization ...................... 75,242 -- -- -- 75,242
Other depreciation and amortization ..... 2,061 54 1,187 -- 3,302
General and administrative .............. 8,874 633 7 -- 9,514
Interest ................................ 41,099 -- 30,227 (41,973) 29,353
---------- ---------- ---------- ---------- ----------
Total Costs and Expenses ............. 650,625 86,804 31,421 (88,741) 680,109
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM .................. (504,781) 980 12,562 -- (491,239)
INCOME TAX EXPENSE (BENEFIT) .............. -- -- -- -- --
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM ...................... (504,781) 980 12,562 -- (491,239)
---------- ---------- ---------- ---------- ----------
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt,
net of applicable income tax .......... (2,164) -- (11,170) -- (13,334)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) .................... $ (506,945) $ 980 $ 1,392 $ -- $ (504,573)
========== ========== ========== ========== ==========
FOR THE SIX MONTHS ENDED JUNE 30, 1997
REVENUES:
Oil and gas sales ....................... $ 105,367 $ (3,579) $ -- $ 965 $ 102,753
Gas marketing sales ..................... -- 87,335 -- (41,182) 46,153
Interest and other ...................... 611 178 47,446 (39,528) 8,707
---------- ---------- ---------- ---------- ----------
Total revenues ....................... 105,978 83,934 47,446 (79,745) 157,613
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Production expenses and taxes ........... 9,644 (411) -- -- 9,233
Gas marketing expenses .................. -- 85,809 -- (40,217) 45,592
Impairment of oil and gas properties .... 236,000 -- -- -- 236,000
Oil and gas depreciation ................ 68,314 (1,293) -- -- 67,021
Other depreciation and amortization ..... 1,109 9 828 -- 1,946
General and administrative .............. 3,770 426 867 -- 5,063
Interest ................................ 37,336 (217) 14,743 (39,528) 12,334
---------- ---------- ---------- ---------- ----------
Total Costs and Expenses ............. 356,173 84,323 16,438 (79,745) 377,189
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAX ........... (250,195) (389) 31,008 -- (219,576)
INCOME TAX EXPENSE (BENEFIT) .............. (19,384) (967) 2,453 -- (17,898)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM ................. (230,811) 578 28,555 -- (201,678)
EXTRAORDINARY ITEM:
Loss on early extinguishmet of debt, net
of applicable income tax .............. (179) -- 2 -- (177)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) .................... $ (230,990) $ 578 $ 28,557 $ -- $ (201,855)
========== ========== ========== ========== ==========
</TABLE>

14
<PAGE> 15

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
($ IN THOUSANDS)

<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR COMPANY
SUBSIDIARIES SUBSIDIARIES (PARENT) ELIMINATIONS CONSOLIDATED
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
FOR THE SIX MONTHS ENDED JUNE 30, 1998
CASH FLOWS FROM OPERATING
ACTIVITIES: $ (609) $ (476) $ 20,805 $ -- $ 19,720
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and gas properties ......................... (472,879) -- -- -- (472,879)
Proceeds from sale of assets ................... 804 -- 3,600 -- 4,404
Repayment of long-term loans ................... 2,000 -- -- -- 2,000
Other additions ................................ (3,448) (258) (1,477) -- (5,183)
---------- ---------- ---------- ---------- ----------
(473,523) (258) 2,123 -- (471,658)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ....................... -- -- 658,750 -- 658,750
Payments on borrowings ......................... -- -- (474,166) -- (474,166)
Cash received from issuance of preferred stock . -- -- 222,781 -- 222,781
Cash paid for purchase of treasury stock ....... -- -- (17,832) -- (17,832)
Cash received from exercise of stock options ... -- -- 102 -- 102
Other financing ................................ (1,867) -- -- -- (1,867)
Intercompany advances, net ..................... 465,229 (2,545) (462,684) -- --
---------- ---------- ---------- ---------- ----------
463,362 (2,545) (73,049) -- 387,768
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash ................ (10,770) (3,279) (50,121) -- (64,170)
Cash, beginning of period ...................... (284) 13,694 110,450 -- 123,860
---------- ---------- ---------- ---------- ----------
Cash, end of period ............................ $ (11,054) $ 10,415 $ 60,329 $ -- $ 59,690
========== ========== ========== ========== ==========
FOR THE SIX MONTHS ENDED JUNE 30, 1997
CASH FLOWS FROM OPERATING
ACTIVITIES: .................................... $ 76,181 $ (5,366) $ (28,627) $ -- $ 42,188
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and gas properties ......................... (281,801) 92 -- -- (281,709)
Loans to third parties ......................... -- -- (18,000) -- (18,000)
Other investments .............................. (2,751) -- (8,000) -- (10,751)
Other additions ................................ (22,133) (1,795) (5,317) -- (29,245)
---------- ---------- ---------- ---------- ----------
(306,685) (1,703) (31,317) -- (339,705)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings ............. -- -- 292,626 -- 292,626
Payments on borrowings ......................... -- -- (12,750) -- (12,750)
Cash received from exercise of stock options ... -- -- 1,114 -- 1,114
Other financing ................................ -- -- (195) -- (195)
Intercompany advances, net ..................... 219,188 5,250 (224,438) -- --
---------- ---------- ---------- ---------- ----------
219,188 5,250 56,357 -- 280,795
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash and cash
equivalents .................................. (11,316) (1,819) (3,587) -- (16,722)
Cash, beginning of period ...................... 4,782 6,182 129,775 -- 140,739
---------- ---------- ---------- ---------- ----------
Cash, end of period ............................ $ (6,534) $ 4,363 $ 126,188 $ -- $ 124,017
========== ========== ========== ========== ==========
</TABLE>

15
<PAGE> 16

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RECENT EVENTS

On July 7, 1998 the Company's Board of Directors authorized management to
explore alternatives to enhance shareholder value, including a possible sale or
merger of the Company, based upon the Board's opinion that the market is
substantially undervaluing the Company's assets and exploration potential. Also
on July 7, 1998 Chesapeake's Board of Directors unanimously adopted a
shareholder rights plan designed to deter coercive takeover tactics and to
prevent a change of control from occurring without all shareholders receiving a
fair price.

On April 27, 1998, Chesapeake acquired the British Columbia properties of Sunoma
Acquisitions Ltd. for $33 million.

On April 28, 1998, the Company acquired by merger the Mid-Continent operations
of DLB Oil & Gas, Inc. ("DLB") for $17.5 million in cash, 5,000,000 shares of
the Company's common stock, and the assumption of $90 million in outstanding
debt and working capital obligations.

16
<PAGE> 17

RESULTS OF OPERATIONS

Three Months Ended June 30, 1998 vs. June 30, 1997

General. For the three months ended June 30, 1998 (the "Current Quarter"), the
Company realized a net loss of $248.1 million, or a loss of $2.41 per common
share. This compares to a net loss of $217.8 million, or a loss of $3.12 per
common share, in the three months ended June 30, 1997 (the "Prior Quarter"). The
loss in the Current Quarter was primarily caused by a $216.0 million asset
writedown recorded under the full-cost method of accounting, a $10.0 million
impairment related to certain of the Company's gas processing and transportation
assets located in Louisiana, a $13.3 million extraordinary loss on the early
extinguishment of debt, and an $8.7 million loss from recurring operations. The
asset writedown was primarily caused by the acquisitions completed in April 1998
for consideration in excess of the present value (10% discount) of the future
net revenues of the proved reserves acquired as of June 30, 1998, as well as the
evaluation of certain leasehold, seismic and other exploration-related costs
that were previously unevaluated, and by decreases in oil prices from March 31,
1998 to June 30, 1998. See " - Impairment of Oil and Gas Properties". The loss
in the Prior Quarter was also caused by an asset writedown recorded under the
full-cost method of accounting. The $236 million asset writedown in the Prior
Quarter was primarily caused by poor exploration results in the Company's
drilling program, particularly in the Austin Chalk portion of the Louisiana
Trend, combined with decreased oil and gas prices, and higher drilling and
equipping costs as of June 30, 1997.

Oil and Gas Sales. During the Current Quarter, oil and gas sales increased
significantly to $75.6 million from $45.4 million, an increase of $30.2 million,
or 67%. This increase resulted from significantly higher oil and gas production
volumes, which increased from 21.3 billion cubic feet equivalent of natural gas
("bcfe") in the Prior Quarter to 37.2 bcfe in the Current Quarter, an increase
of 15.9 bcfe, or 75%. The higher production volumes were primarily the result of
the Company's acquisitions completed during the first four months of 1998. For
the Current Quarter, the Company produced 1.8 million barrels of oil ("mmbo")
and 26.3 billion cubic feet of natural gas ("bcf"), compared to 0.9 mmbo and
16.2 bcf in the Prior Quarter. Average oil prices realized were $12.85 per
barrel of oil in the Current Quarter compared to $19.10 per barrel in the Prior
Quarter, a decrease of 33%. Average gas prices realized were $1.99 per thousand
cubic feet ("mcf") in the Current Quarter compared to $1.80 per mcf in the Prior
Quarter, an increase of 11%.

For the Current Quarter, the Company realized an average price of $2.03 per
thousand cubic feet equivalent of natural gas ("mcfe"), compared to $2.13 per
mcfe in the Prior Quarter. The Company's hedging activities resulted in
increased oil and gas revenues of $2.2 million, or $0.06 per mcfe, in the
Current Quarter, compared to decreases in oil and gas revenues of $63 thousand
in the Prior Quarter.

The following table shows the Company's production by region for the Current
Quarter and the Prior Quarter:

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
-------------------------------------------------------
1998 1997
------------------------- ------------------------
OPERATING AREAS MMCFE PERCENT MMCFE PERCENT
--------------------- ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Mid-Continent .............. 18,773 50% 4,098 19%
Gulf Coast ................. 13,199 35 15,621 73
Canada ..................... 2,414 6 -- --
Other areas ................ 2,845 9 1,567 8
---------- ---------- ---------- ----------
Total ................. 37,231 100% 21,286 100%
========== ========== ========== ==========
</TABLE>

Natural gas production represented approximately 71% of the Company's total
production volume on an equivalent basis in the Current Quarter, compared to 76%
in the Prior Quarter. The Company anticipates natural gas will represent 70-75%
of anticipated 1998 and 1999 production. As of June 30, 1998 natural gas
represented approximately 84% of the Company's proved reserves of 1,260 bcfe.

17
<PAGE> 18

Oil and Gas Marketing Sales. The Company realized $33.7 million in oil and gas
marketing sales for third parties in the Current Quarter, with corresponding oil
and gas marketing expenses of $33.7 million. This compares to sales of $23.7
million and expenses of $23.8 million in the Prior Quarter.

Interest and Other. Interest and other revenues for the Current Quarter were
$2.6 million compared to $5.4 million in the Prior Quarter. The decrease was
primarily caused by the Company maintaining lower invested cash balances
resulting in reduced interest income, partially offset by a gain of $0.6 million
from the sale of the Company's interest in an oilfield service company, Peak USA
Energy Services, Ltd., during the Current Quarter.

Production Expenses and Taxes. Production expenses increased to $14.7 million in
the Current Quarter, a $10.7 million increase from $4.0 million incurred in the
Prior Quarter. On a production unit basis, production expenses were $0.39 and
$0.19 per mcfe in the Current and Prior Quarters, respectively. The primary
reason for the increase was production from properties acquired in late 1997 and
1998, which typically have higher unit-of-production expenses than the Company's
historical production base. The Company anticipates production expenses will
average $0.35 to $0.40 per mcfe for 1998.

Production taxes, which consist primarily of wellhead severance taxes, were $2.6
million and $0.9 million in the Current and Prior Quarters, respectively. This
increase was primarily the result of increased production. On a per unit basis,
production taxes were $0.07 per mcfe in the Current Quarter compared to $0.04
per mcfe in the Prior Quarter, the result of higher tax rates associated with
production from properties acquired in late 1997 and 1998 compared to the
Company's historical production base.

Impairment of Oil and Gas Properties. The Company utilizes the full-cost method
to account for its investments in oil and gas properties. Under this method, all
costs of acquisition, exploration and development of oil and gas reserves
(including such costs as leasehold acquisition costs, geological and geophysical
expenditures, certain capitalized internal costs, dry hole costs and tangible
and intangible development costs) are capitalized as incurred. These oil and gas
property costs, including the estimated future capital expenditures to develop
proved undeveloped reserves, are depleted and charged to operations using the
unit-of-production method based on the ratio of current production to proved oil
and gas reserves as estimated by the Company's independent engineering
consultants and Company engineers. Costs directly associated with the
acquisition and evaluation of unproved properties are excluded from the
amortization computation until it is determined whether or not proved reserves
can be assigned to the property or whether impairment has occurred. To the
extent that capitalized costs of oil and gas properties, net of accumulated
depreciation, depletion and amortization and related deferred income taxes,
exceed the discounted future net revenues (at 10%) of proved oil and gas
properties, such excess costs are charged to operations.

The Company incurred an impairment of oil and gas properties charge of $216
million in the Current Quarter, compared to an impairment charge of $236 million
in the Prior Quarter. The writedown in the Current Quarter was caused by a
combination of several factors, including the acquisitions completed by the
Company in April 1998. The most significant factor was the completion of the
acquisition of DLB, which was accounted for using the purchase method. The
purchase price, which was established in February 1998 when the terms of the
acquisition were amended (based upon a Chesapeake common stock price of $6 per
share), was allocated primarily to DLB's evaluated oil and gas properties. Based
upon reserve estimates as of June 30, 1998, the portion of the purchase price
which was allocated to evaluated oil and gas properties exceeded the associated
discounted future net revenues from DLB's estimated proves reserves by
approximately $70 million. In total, approximately $116 million of the writedown
was related to acquisitions completed during the Current Quarter. The evaluation
of certain leasehold, seismic and other exploration-related costs that were
previously unevaluated, together with decreases in oil prices at June 30, 1998,
were the remaining contributing factors which led to the writedown in the
Current Quarter. Future impairment charges, if any, will be dependent upon
several factors, primarily oil and gas prices in effect at the date of
determination.

Impairment of Other Assets. In the Current Quarter, the Company incurred an
impairment charge of $10 million related to certain of the Company's gas
processing and transportation assets located in Louisiana. No such charge was
recorded in the Prior Quarter.

18
<PAGE> 19

Oil and Gas Depreciation, Depletion and Amortization. Depreciation, depletion
and amortization of oil and gas properties ("DD&A") for the Current Quarter was
$43.9 million, compared to $42.4 million in the Prior Quarter. This increase was
caused by significantly increased production offset by a decrease in the DD&A
rate per mcfe from $1.99 to $1.18 in the Prior and Current Quarters,
respectively. The Company's DD&A rate is expected to decrease to approximately
$0.90-$0.95 per mcfe for the remainder of 1998 as the result of the impairment
charge, increased drilling in the Mid-Continent, and reduced drilling in
Louisiana.

Depreciation and Amortization of Other Assets. Depreciation and amortization of
other assets ("D&A") increased to $1.9 million in the Current Quarter compared
to $1.1 million in the Prior Quarter. This increase in D&A was caused by
increased investments in depreciable buildings and equipment incurred in
conjunction with the acquisitions and increased amortization of debt issuance
costs as a result of the issuance of Senior Notes in April 1998. The Company
anticipates D&A expense throughout the remainder of 1998 to remain at
approximately the same level incurred in the Current Quarter.

General and Administrative. General and administrative expenses ("G&A"), which
are net of capitalized internal payroll and non-payroll expenses, were $5.1
million in the Current Quarter compared to $2.6 million in the Prior Quarter.
This increase was primarily caused by increased employment levels associated
with the Company's acquisitions. The Company capitalized $1.1 million of
internal costs in the Current Quarter directly related to the Company's oil and
gas exploration and development efforts, compared to $1.4 million in the Prior
Quarter. The Company anticipates that G&A costs for the remainder of 1998 will
not increase significantly.

Interest. Interest and other expense increased to $18.7 million in the Current
Quarter from $8.7 million in the Prior Quarter. This increase was a result of
additional interest expense in the Current Quarter on the $500 million principal
amount of Senior Notes issued on April 22, 1998. In addition to the interest
expense reported, the Company capitalized $1.6 million of interest during the
Current Quarter compared to $2.6 million capitalized in the Prior Quarter. The
Company does not anticipate interest expense will increase significantly during
the remainder of 1998.

Provision for Income Taxes. The Company recorded no income tax expense for the
Current Quarter, compared to an income tax benefit of $27.2 million in the Prior
Quarter. At June 30, 1998, the Company had a net operating loss carryforward of
approximately $500 million for regular federal income taxes which will expire in
future years beginning in 2007. Management believes that it cannot be
demonstrated at this time that it is more likely than not that the deferred
income tax assets, comprised primarily of the net operating loss carryforward,
will be realizable in future years, and therefore a valuation allowance of $280
million has been recorded. The Company does not expect to record any book income
tax expense for the remainder of 1998 based on information available at this
time.

Six Months Ended June 30, 1998 vs. June 30, 1997

General. For the six months ended June 30, 1998 (the "Current Period"), the
Company realized a net loss of $504.6 million, or a loss of $5.50 per common
share. This compares to a net loss of $201.9 million, or a loss of $2.87 per
common share, in the six months ended June 30, 1997 (the "Prior Period"). The
loss in the Current Period was primarily caused by a $466 million asset
writedown recorded under the full-cost method of accounting, a $10 million
impairment related to certain of the Company's gas processing and transportation
assets located in Louisiana, a $13.3 million extraordinary loss on the early
extinguishment of debt, and a $15.2 million loss from recurring operations. The
asset writedown was partially caused by the acquisitions completed during the
Current Period for consideration in excess of the present value (10% discount)
of the future net revenues of the proved reserves acquired as of June 30, 1998.
See "- Impairment of Oil and Gas Properties". The loss in the Prior Period was
also caused by an asset writedown recorded under the full-cost method of
accounting. The $236 million asset writedown in the Prior Period was primarily
caused by poor exploration results in the Company's drilling program,
particularly in the Austin Chalk portion of the Louisiana Trend, combined with
decreased oil and gas prices, and higher drilling and equipping costs as of June
30, 1997.

Oil and Gas Sales. During the Current Period, oil and gas sales increased
significantly to $125.9 million from $102.8 million, an increase of $23.1
million, or 22%. This increase resulted from significantly higher oil and gas

19
<PAGE> 20

production volumes, which increased from 41.8 bcfe in the Prior Period to 60.2
bcfe in the Current Period, an increase of 18.4 bcfe, or 44%. The higher
production volumes were primarily the result of the Company's acquisitions
completed during the first four months of 1998. For the Current Period, the
Company produced 3.0 mmbo and 42.2 bcf, compared to 1.7 mmbo and 31.9 bcf in the
Prior Period. Average oil prices realized were $13.63 per barrel in the Current
Period compared to $20.29 per barrel in the Prior Period, a decrease of 33%.
Average gas prices realized were $2.01 per mcf in the Current Period compared to
$2.17 per mcf in the Prior Period, a decrease of 7%.

For the Current Period, the Company realized an average price of $2.09 per mcfe,
compared to $2.46 per mcfe in the Prior Period. The Company's hedging activities
resulted in increased oil and gas revenues of $4.0 million, or $0.07 per mcfe,
in the Current Period, compared to decreases in oil and gas revenues of $289
thousand in the Prior Period.

The following table shows the Company's production by region for the Current
Period and the Prior Period:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
--------------------------------------------------------
1998 1997
------------------------- -------------------------
OPERATING AREAS MMCFE PERCENT MMCFE PERCENT
--------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Mid-Continent ................... 26,427 44% 8,340 20%
Gulf Coast ...................... 24,868 41 30,640 73
Canada .......................... 3,144 5 -- --
Other areas ..................... 5,755 10 2,854 7
---------- ---------- ---------- ----------
Total ...................... 60,194 100% 41,834 100%
========== ========== ========== ==========
</TABLE>

Natural gas production represented approximately 70% of the Company's total
production volume on an equivalent basis in the Current Period, compared to 76%
in the Prior Period.

Oil and Gas Marketing Sales. The Company realized $60.2 million in oil and gas
marketing sales for third parties in the Current Period, with corresponding oil
and gas marketing expenses of $60.0 million. This compares to sales of $46.2
million and expenses of $45.6 million in the Prior Period.

Interest and Other. Interest and other revenues for the Current Period were $2.8
million compared to $8.7 million in the Prior Period. The decrease was primarily
caused by the Company maintaining lower invested cash balances resulting in
reduced interest income, partially offset by a gain of $0.6 million from the
sale of the Company's interest in an oilfield service company, Peak USA Energy
Services, Ltd., during the Current Period.

Production Expenses and Taxes. Production expenses increased to $22.6 million in
the Current Period, a $15.4 million increase from $7.2 million incurred in the
Prior Period. On a production unit basis, production expenses were $0.37 and
$0.17 per mcfe in the Current and Prior Periods, respectively. The primary
reason for the increase was production from properties acquired in late 1997 and
1998, which typically have higher unit-of-production expenses than the Company's
historical production base.

Production taxes, which consist primarily of wellhead severance taxes, were $4.2
million and $2.1 million in the Current and Prior Periods, respectively. This
increase was primarily the result of increased production. On a per unit basis,
production taxes were $0.07 per mcfe in the Current Period compared to $0.05 per
mcfe in the Prior Period, the result of higher tax rates associated with
production from properties acquired in late 1997 and 1998 compared to the
Company's historical production base.

20
<PAGE> 21

production to proved oil and gas reserves as estimated by the Company's
independent engineering consultants and Company engineers. Costs directly
associated with the acquisition and evaluation of unproved properties are
excluded from the amortization computation until it is determined whether or not
proved reserves can be assigned to the property or whether impairment has
occurred. To the extent that capitalized costs of oil and gas properties, net of
accumulated depreciation, depletion and amortization and related deferred income
taxes, exceed the discounted future net revenues of proved oil and gas
properties, such excess costs are charged to operations.

The Company incurred an impairment of oil and gas properties charge of $466
million in the Current Period, compared to an impairment charge of $236 million
in the Prior Period. The writedown in the Current Period was caused by a
combination of several factors, including the acquisitions completed by the
Company during the Current Period, which were accounted for using the purchase
method. The most significant factors were the acquisitions of Hugoton and DLB.
Higher drilling and completion costs, the evaluation of certain leasehold,
seismic and other exploration-related costs that were previously unevaluated,
together with decreases in oil and gas prices from December 31, 1997 to June 30,
1998 were the remaining contributing factors which led to the writedown in the
Current Period. The $236 million writedown incurred in the Prior Period was due
primarily to significant expenditures for acreage acquisition and drilling costs
followed by unfavorable exploration and production results in Louisiana,
together with increases in drilling and equipment costs and declines in oil and
gas prices as of June 30, 1997. Future impairment charges, if any, will be
dependent upon several factors, primarily oil and gas prices in effect at the
date of determination.

Impairment of Other Assets. In the Current Period, the Company incurred an
impairment charge of $10 million related to certain of the Company's gas
processing and transportation assets located in Louisiana. No such charge was
recorded in the Prior Period.

Oil and Gas Depreciation, Depletion and Amortization. DD&A for the Current
Period was $75.2 million, compared to $67.0 million in the Prior Period. This
increase was caused by significantly increased production offset by a decrease
in the DD&A rate per mcfe from $1.60 to $1.25 in the Prior and Current Periods,
respectively.

Depreciation and Amortization of Other Assets. D&A increased to $3.3 million in
the Current Period compared to $1.9 million in the Prior Period. This increase
in D&A was caused by increased investments in depreciable buildings and
equipment incurred in conjunction with the acquisitions and increased
amortization of debt issuance costs as a result of the issuance of Senior Notes
in April 1998.

General and Administrative. G&A, which is net of capitalized internal payroll
and non-payroll expenses, were $9.5 million in the Current Period compared to
$5.1 million in the Prior Period. This increase was primarily caused by
increased employment levels associated with the Company's acquisitions. The
Company capitalized $3.2 million of internal costs in the Current Period
directly related to the Company's oil and gas exploration and development
efforts, compared to $2.8 million in the Prior Period.

Interest. Interest and other expense increased to $29.4 million in the Current
Period from $12.3 million in the Prior Period. This increase was a result of
additional interest expense in the Current Period on the $500 million principal
amount of Senior Notes issued on April 22, 1998. In addition to the interest
expense reported, the Company capitalized $3.8 million of interest during the
Current Period compared to $5.3 million capitalized in the Prior Period.

Provision for Income Taxes. The Company recorded no income tax expense for the
Current Period, compared to an income tax benefit of $17.9 million in the Prior
Period.

RISK MANAGEMENT ACTIVITIES

Periodically the Company utilizes hedging strategies to hedge the price of a
portion of its future oil and gas production. These strategies include (1) swap
arrangements that establish an index-related price above which the Company pays
the counterparty and below which the Company is paid by the counterparty, (2)
the purchase of index-related puts that provide for a "floor" price below which
the counterparty pays the Company the amount by

21
<PAGE> 22

which the price of the commodity is below the contracted floor, (3) the sale of
index-related calls that provide for a "ceiling" price above which the Company
pays the counterparty the amount by which the price of the commodity is above
the contracted ceiling, and (4) basis protection swaps, which are arrangements
that guarantee the price differential of oil or gas from a specified delivery
point or points. The Company only enters into commodity hedging transactions
related to the Company's oil and gas production volumes or physical purchase or
sale commitments of its oil and gas marketing subsidiaries. Results from
commodity hedging transactions are reflected in oil and gas sales to the extent
related to the Company's oil and gas production. Gains or losses on crude oil
and natural gas hedging transactions are recognized as price adjustments in the
months of related production. See Note 6 of the Notes to Consolidated Financial
Statements.

As of June 30, 1998, the Company had the following natural gas swap arrangements
for periods after June 1998:

<TABLE>
<CAPTION>
MONTHLY NYMEX-INDEX
VOLUME STRIKE PRICE
MONTHS (MMBTU) (PER MMBTU)
---------------- -------------- ------------------
<S> <C> <C>
July 1998.................. 6,510,000 $2.356
August 1998................ 6,510,000 $2.356
September 1998............. 6,300,000 $2.356
October 1998............... 4,960,000 $2.346
</TABLE>

If the swap arrangements listed above had been settled on June 30, 1998, the
Company would have received $0.1 million. The Company has closed transactions
for natural gas previously hedged for the period April 1999 through November
1999 and locked in net proceeds of $3.2 million. If the open gas swap
arrangements as of August 12, 1998 had been settled as of that date, the Company
would have received $8.9 million.

The Company has hedged a portion of its oil production from January 1999 through
December 1999, which, if settled on June 30, 1998, would have resulted in a $0.6
million reduction of revenue. The Company has closed transactions for crude oil
previously hedged for the period from September 1998 through February 1999 and
has locked in net proceeds of $0.2 million. If the open oil swap arrangements
as of August 12, 1998 had been settled as of that date, the Company would have
paid $0.7 million.

The Company also utilizes hedging strategies to manage fixed-interest rate
exposure. Through the use of a swap arrangement, the Company believes that it
can benefit from stable or falling interest rates and reduce its upfront
interest expense. As of June 30, 1998, the Company's interest rate swap resulted
in a $0.2 million reduction of interest expense for the period May 1998 through
July 1998, which settled on August 3, 1998.

LIQUIDITY AND CAPITAL RESOURCES

In April 1998, the Company completed an offering of $230 million of 7%
Cumulative Convertible Preferred Stock and $500 million principal amount of
9.625% Senior Notes due 2005. The net proceeds of these offerings were
approximately $711 million, of which $170 million was used to retire all of the
Company's commercial bank debt, approximately $99 million was used to retire all
$90 million principal amount of the Company's 10.5% Senior Notes due 2002, $345
million was used to fund certain of the Company's acquisitions, with the balance
of the net proceeds increasing the Company's working capital.

As of June 30, 1998, the Company had working capital of approximately $31.4
million. The Company, as the result of significantly lower oil and gas prices
and a change in the Company's strategy away from higher risk drilling and toward
a more balanced acquisition and exploitation strategy, has continued to reduce
its capital expenditure plans. The Company currently estimates that it will
expend approximately $90 million for drilling, seismic and leasehold
expenditures for the six months ended December 31, 1998. The capital expenditure
budget is largely discretionary, and can be adjusted by the Company based on
operating results or other factors. The Company believes it has sufficient
capital resources from anticipated cash flow from operations and working capital
to fund the reduced drilling program for 1998.

22
<PAGE> 23

On May 20, 1998, the Company's Board of directors approved the expenditure of up
to $25 million to purchase outstanding Company common stock. On July 14, 1998,
the Board increased the authorized expenditure to $30 million. As of August 11,
1998 the Company had purchased approximately 7.8 million shares of common stock
for an aggregate amount of $27.7 million pursuant to such authorization.

The Company has received a commitment from its primary commercial bank to obtain
a secured revolving bank loan. As a result of the reduced capital expenditure
plan, reduced acquisition program, and the potential sale of assets or merger of
the Company, the Company has evaluated the size of the bank facility required.
It is anticipated that a $50 million facility will be completed by the end of
August 1998 and will contain terms and conditions similar to the bank facilities
the Company has had in the past, and also include collateral-based borrowing
limitations. The primary purpose of the facility will be to provide standby
liquidity for the Company.

The Company is evaluating certain asset divestiture opportunities separately
from the larger strategic alternative initiative. Certain non-core properties,
primarily non-operated or small working interest oil-prone properties may be
sold. The Company anticipates these sales could result in cash proceeds of up to
$50 million over the next six months.

The Company's cash provided by operating activities before changes in current
assets and liabilities decreased 24% to $63.8 million during the Current Period
compared to $84.3 million during the Prior Period. The decrease was due
primarily to reduced operating income as a result of a decrease in average oil
and gas prices between periods.

Cash used in investing activities increased to $471.7 million during the Current
Period from $339.7 million in the Prior Period. The Company completed several
acquisitions requiring cash in the Current Period which totaled $345.0 million,
compared to none in the Prior Period, offset by a significant decrease in
drilling activity and leasehold acquisitions in the Current Period compared to
the Prior Period. During the Current Period the Company expended approximately
$112.0 million to initiate drilling on 91 gross (82.0 net) wells and invested
approximately $8.4 million in leasehold acquisitions. This compares to $180.4
million to initiate drilling on 94 gross (59.9 net) wells and $95.0 million to
purchase leasehold in the Prior Period.

Cash provided by financing activities was $387.8 million in the Current Period,
compared to $280.8 million in the Prior Period. During the Current Period, the
Company retired $465 million in debt consisting of $85 million in debt assumed
at the completion of the DLB acquisition, $120 million in debt assumed at the
completion of the Hugoton acquisition, $90 million in Senior Notes, and $170
million in borrowings made under its commercial bank credit facilities. The
Company issued $500 million in Senior Notes and $230 million in Preferred Stock.
During the Prior Period, the Company issued $300 million in Senior Notes.

The Company is subject to certain routine legal proceedings, none of which are
expected to have a material adverse effect upon the Company's financial
condition or operations. The Company is also a defendant in other non-routine
lawsuits, which are described in Note 3 of the notes to the accompanying
financial statements. Also see Part II, Item 1 of this report. An adverse
outcome in one or more of such suits could have a material effect on the
Company, although management is unable to quantify the Company's exposure to
liability. No provision for litigation liability has been recorded in the
Company's financial statements.

FORWARD LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this Form 10-Q,
including without limitation statements under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding planned
capital expenditures, expected oil and gas production, the Company's financial
position, business strategy and other plans and objectives for future
operations, capital expenditures plans, and expected future expenses are forward
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statement are reasonable, it can give no
assurance that such expectations will prove to have been correct. Factors that
could cause actual results to differ materially from those expected by the
Company, including, without limitation, factors discussed under Risk Factors in
the Company's Form 10-K for the

23
<PAGE> 24

period ended December 31, 1997 are concentration of unevaluated leasehold in
Louisiana, impairment of asset value, need to replace reserves, substantial
capital requirements, substantial indebtedness, fluctuations in the prices of
oil and gas, uncertainties inherent in estimating quantities of oil and gas
reserves and projecting future rates of production and timing of development
expenditures, competition, operating risks, acquisition and integration of
operation risks, restrictions imposed by lenders, liquidity and capital
requirements, the effects of governmental and environmental regulation, patent
and securities litigation and adverse changes in the market for the Company's
oil and gas production. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to release publicly the result of any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof, including, without limitation, changes in
the Company's business strategy or planned capital expenditures, or to reflect
the occurrence of unanticipated events.

24
<PAGE> 25

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to ordinary routine litigation incidental to its
business. In addition, the Company is a defendant in two purported class actions
alleging violations of federal and Oklahoma state securities laws. Also the
Company is defending a patent infringement claim in another pending action.
These matters are described in Item 3 of the Company's Transition Report on Form
10-K for the six-month period ended December 31, 1997, as updated by its
Quarterly Report for the three months ended March 31, 1998. Subsequent
developments are as follows:

On May 20, 1998, the U.S. District Court for the Northern District of Texas,
Forth Worth Division entered two orders in Union Pacific Resources Company v.
Chesapeake Energy Corporation, et al. granting the Company summary judgment on
several issues. The court ruled as a matter of law that UPRC's tort claims for
misappropriation of trade secrets and tortious interference with business
relations are barred by the statute of limitations. Further, the court found
that UPRC's claim for inducement to infringe its patent for a drillbit steering
method is barred as to any wells drilled by the Company prior to August 14,
1995. The only issues remaining in the case involve the validity, potential
infringement and value, if any, of UPRC's patent.

On July 30, 1998, plaintiffs in Yuan, et al. v. Bayard Drilling Technologies,
Inc., et al. filed an Amended Class Action Complaint in the U.S. District Court
for the Western District of Oklahoma alleging violations of the Securities Act
of 1933 (the "Securities Act") and the Oklahoma Securities Act by the Company
and others purportedly on behalf of investors who purchased common stock of
Bayard Drilling Technologies, Inc. in, or traceable to its initial public
offering in November 1997. Total proceeds of the offering were $254 million, of
which the Company received net proceeds of $90 million as a selling shareholder.
Plaintiffs allege that the Company, a major customer of Bayard's drilling
services and the owner of 30.1% of Bayard's common stock outstanding prior to
the offering, was controlling person of Bayard. Plaintiffs assert that the
Bayard prospectus contained material omissions and misstatements relating to (i)
the Company's financial "problems" and their impact on Bayard's operating
results, (ii) increased costs associated with Bayard's growth strategy, (iii)
undisclosed pending related-party transactions between Bayard and third parties
other than the Company, (iv) Bayard's planned use of offering proceeds and (v)
Bayard's capital expenditures and liquidity. The alleged defective disclosures
are claimed to have resulted in a decline in Bayard's share price following the
public offering. Plaintiffs seek a determination that the suit is a proper class
action and damages in an unspecified amount or rescission, together with
interest and costs of litigation, including attorneys' fees. No estimate of loss
or range of estimate of loss, if any, can be made at this time.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On April 22, 1998, the Company sold 4,600,000 shares (the "Shares") of 7%
Cumulative Convertible Preferred Stock having a liquidation preference of $50
per share in a private placement to Donaldson, Lufkin & Jenrette Securities
Corporation, Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Lehman
Brothers Inc. and J.P. Morgan Securities Inc. (the "Initial Purchasers")
pursuant to the exemption from registration provided by Section 4 (2) of the
Securities Act. The Initial Purchasers resold the shares to qualified
institutional buyers, as defined in, and in reliance on the exemption from
registration provided by, Rule 144A under the Securities Act. The aggregate
offering price for the Shares was $230 million, and aggregate discounts and
commissions were $6.9 million.

Each of the Shares is convertible at the holders' option, exercisable at any
time unless previously redeemed, into shares of Company common stock at a
conversion price of $6.95 per Share (equivalent to a conversion rate of
approximately 7.1942 shares of common stock for each Share), subject to
adjustment pursuant to antidilution provisions.

The Shares are redeemable, in whole or in part, at the Company's option at any
time on or after May 1, 2001, initially at a price of $52.45 per share and
thereafter at prices declining to $50 per share on or after May 1, 2008, plus in
each case all accrued and unpaid dividends to the redemption date, which
redemption price may be paid in

25
<PAGE> 26

cash, by delivery of shares of Company common stock or through a combination
thereof. Upon any Change of Control (as defined in the Certificate of
Designation for the Shares), each holder of Shares will, in the event that the
Market Value (as defined) at such time is less than the Conversion Price, have a
one-time option to convert such holder's Shares into common stock at an adjusted
Conversion Price equal to the greater of (x) the Market Value for the period
ending on the Change of Control date and (y) 66 2/3% of the Market Value for
the period ended April 16, 1998. In lieu of issuing shares of common stock for
Shares surrendered for conversion upon a Change of Control, the Company may, at
its option, make a cash payment equal to the Market Value of the common stock
otherwise issuable determined for the period ending on the Change of Control
date.

On July 7, 1998, the Company's Board of Directors declared a dividend
distribution of one preferred stock purchase right (a "right") for each
outstanding share of common stock, par value $0.01 per share, of the Company.
The distribution was paid on July 27, 1998 to the stockholders of record on
that date. Each right entitles the registered holder thereof to purchase from
the Company one one-thousandths of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share, of the Company at a price of
$25.00, subject to adjustment.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

- - Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's annual meeting of shareholders was held on June 12, 1998. In the
election of directors, Tom L. Ward received 78,929,789 votes for election, and
1,042,840 shares were withheld from voting. E.F. Heizer, Jr. received 78,924,095
votes for election, and 1,048,534 shares were withheld from voting. Frederick B.
Whittemore received 78,928,222 shares for election, and 1,044,407 shares were
withheld from voting.

ITEM 5. OTHER INFORMATION

Discretionary Voting of Proxies at Annual Meeting. The Company will exercise
discretionary authority to vote proxies at the Company's next annual meeting of
shareholders on any shareholder proposal for which the shareholder has not
requested inclusion in the Company's proxy statement unless the shareholder
notifies the Company of the proposal and the shareholder's intention to present
the proposal from the floor of the meeting not later than April 19, 1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as a part of this report:

Exhibit No.

3.1 Registrant's Certificate of Incorporation. Incorporated
herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-3 (No. 333-57235).

4.1.1 Second [Third] Supplemental Indenture, dated April 22,
1998, to Indenture dated as of March 15, 1997 among the
Registrant, as issuer, its subsidiaries signatory
thereto, as Subsidiary Guarantors, and United States
Trust Company of New York, as Trustee, with respect to
7-7/8% Senior Notes due 2004. Incorporated herein by
reference to Exhibit 4.1.1 to Registrant's registration
statement on Form S-3 (No. 333-57235).

4.2.1 Second [Third] Supplemental Indenture, dated April 22,
1998, to Indenture dated as of March 15, 1997 among the
Registrant, as issuer, its subsidiaries signatory
thereto, as Subsidiary Guarantors, and United States
Trust Company of New York, as Trustee, with respect to
8-1/2% Senior Notes due 2012. Incorporated herein by
reference to Exhibit 4.2.1 to Registrant's registration
statement on Form S-3 (No. 333-57235).

26
<PAGE> 27

Notes due 2006. Incorporated herein by reference to
Exhibit 4.4.1 to Registrant's registration statement on
Form S-3 (No. 333-57235).

10.4.1 Amended and Restated Loan Agreement dated July 13, 1998
between Chesapeake Energy Marketing, Inc. and Aubrey K.
McClendon.

10.4.2 Amended and Restated Loan Agreement dated July 13, 1998
between Chesapeake Energy Marketing, Inc. and Tom L.
Ward.

10.5 Rights Agreement dated July 15, 1998 between the
Registrant and UMB Bank, N.A., as Rights Agent.
Incorporated herein by reference to Exhibit 1 to
Registrant's registration statement on Form 8-A filed
July 16, 1998.

27 Financial Data Schedule

(b) Reports on Form 8-K

During the quarter ended June 30, 1998, the Company filed the following
Current Reports on Form 8-K dated:

On April 17, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing agreements to acquire British Columbia properties; $450
million senior notes and $150 million perpetual convertible preferred
stock offering; and transaction with Gothic Energy Corporation.

On April 17, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing tender offer to purchase all of the Company's $90 million
10-1/2% Senior Notes due 2002.

On April 17, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing the price information on tender for outstanding Senior
Notes.

On April 22, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing the completion of $500 million Senior Notes and $200 million
Preferred Stock offerings.

On May 20, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing the acceptance of tendered 10-1/2% Senior Notes for payment.

On May 21, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing the Company's stock repurchase program.

On May 22, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing rulings in UPRC patent litigation.

On May 22, 1998, the Company filed a current report on Form 8-K
reporting under Item 5 that the Company issued a press release
announcing the first quarter 1998 results.

On May 26, 1998, the Company filed a current report on Form 8-K/A
amending the Company's Form 8-K dated March 10, 1998 and filed on March
26, 1998. The Form 8-K/A included pro forma combined financial data of
Hugoton Energy Corporation.

27
<PAGE> 28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CHESAPEAKE ENERGY CORPORATION
---------------------------------------
(Registrant)

August 14, 1998 /s/ Aubrey K. McClendon
- ------------------------------ ---------------------------------------
Date Aubrey K. McClendon
Chairman and
Chief Executive Officer

August 14, 1998 /s/ Marcus C. Rowland
- ------------------------------ ---------------------------------------
Date Marcus C. Rowland
Executive Vice President and
Chief Financial Officer

28
<PAGE> 29

Index to Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ------------ ----
<S> <C> <C>
3.1 Registrant's Certificate of Incorporation. Incorporated
herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-3 (No. 333-57235).

4.4.1 Third Supplemental Indenture, dated April 22, 1998, to
Indenture dated as of April 1, 1996 among the
Registrant, as issuer, its subsidiaries signatory
thereto, as Subsidiary Guarantors, and United States
Trust Company of New York, as Trustee, with respect to
9-1/8% Senior Notes due 2006. Incorporated herein by
reference to Exhibit 4.4.1 to Registrant's registration
statement on Form S-3 (No. 333-57235).

10.4.1 Amended and Restated Loan Agreement dated July 13, 1998
between Chesapeake Energy Marketing, Inc. and Aubrey K.
McClendon.

10.4.2 Amended and Restated Loan Agreement dated July 13, 1998
between Chesapeake Energy Marketing, Inc. and Tom L.
Ward.

27 Financial Data Schedule

</TABLE>

<PAGE> 1
EXHIBIT 10.4.1

AMENDED AND RESTATED
LOAN AGREEMENT

between

AUBREY K. MCCLENDON, an individual

and

CHESAPEAKE ENERGY MARKETING, INC.

July 13, 1998
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
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
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
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
</TABLE>

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 AUBREY K. MCCLENDON, 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").

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 $4,108,399 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 $891,601) 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:

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

-2-
<PAGE> 6
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 principal amounts 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

7.3 Breach of Agreement. Default in the performance or
observance of any covenant contained in the Loan
Documents, any other agreement between

-3-
<PAGE> 7
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
intention to accelerate or other notice of any kind,
all of which the Borrower hereby expressly waives.

-4-
<PAGE> 8
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. Aubrey K. McClendon
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

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

-5-
<PAGE> 9
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/ Aubrey K. McClendon
----------------------------------------
AUBREY K. MCCLENDON, 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, AUBREY K. McCLENDON, 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 is made on or
prior to 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 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.
<PAGE> 12
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 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.

-2 -
<PAGE> 13
IN WITNESS WHEREOF, the Borrower has executed this instrument
effective the date first above written.

-----------------------------------
AUBREY K. McCLENDON, individually

(the "Borrower")

-3 -
<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 AUBREY K. McCLENDON, an
individual (the "Debtor"), AUBREY K. McCLENDON, Trustee of the Aubrey K.
McClendon 1992 Revocable Trust, CHESAPEAKE INVESTMENTS, AN OKLAHOMA LIMITED
PARTNERSHIP (the Debtor, Aubrey K. McClendon, Trustee, and Chesapeake
Investments, an Oklahoma Limited Partnership, 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, Aubrey K. McClendon 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"):
<PAGE> 15
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 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

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<PAGE> 16
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 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.

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<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

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<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.

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

------------------------------------------
AUBREY K. McCLENDON, individually

------------------------------------------
Aubrey K. McClendon, Trustee of the
Aubrey K. McClendon 1992 Revocable Trust

CHESAPEAKE INVESTMENTS, AN OKLAHOMA
LIMITED PARTNERSHIP

By
----------------------------------------
Aubrey K. McClendon
Sole General Partner

(the "Pledgor")

-8-

<PAGE> 1
EXHIBIT 10.4.2

AMENDED AND RESTATED
LOAN AGREEMENT

between

TOM L. WARD, an individual

and

CHESAPEAKE ENERGY MARKETING, INC.

July 13, 1998
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Loan Amount and Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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 :

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:

2.2 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.

3.2 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:

4.2 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:

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<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.

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,

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

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

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

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.

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<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.

9. Miscellaneous. It is further agreed as follows:

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

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<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.

9.5 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.

-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:

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.

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

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

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");

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

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

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.

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

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.

-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-

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AS OF JUNE 30, 1998, AND STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE
30, 1998.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 59,690
<SECURITIES> 6,637
<RECEIVABLES> 88,642
<ALLOWANCES> 1,049
<INVENTORY> 5,216
<CURRENT-ASSETS> 161,514
<PP&E> 2,178,774
<DEPRECIATION> 1,162,408
<TOTAL-ASSETS> 1,260,173
<CURRENT-LIABILITIES> 130,080
<BONDS> 919,034
0
230,000
<COMMON> 1,009
<OTHER-SE> (31,295)
<TOTAL-LIABILITY-AND-EQUITY> 1,260,173
<SALES> 186,075
<TOTAL-REVENUES> 188,870
<CGS> 650,756
<TOTAL-COSTS> 680,109
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 516
<INTEREST-EXPENSE> 29,353
<INCOME-PRETAX> (491,239)
<INCOME-TAX> 0
<INCOME-CONTINUING> (491,239)
<DISCONTINUED> 0
<EXTRAORDINARY> (13,334)
<CHANGES> 0
<NET-INCOME> (504,573)
<EPS-PRIMARY> (5.50)
<EPS-DILUTED> (5.50)

</TABLE>