<PAGE>   1





                                FIRST AMENDMENT


                                       TO


                                CREDIT AGREEMENT


                                     AMONG


                          BELDEN & BLAKE CORPORATION,

                         THE CANTON OIL & GAS COMPANY,

                              PEAKE ENERGY, INC.,

                     BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                      AND

                                 NBD BANK, N.A.


                         EFFECTIVE AS OF AUGUST 1, 1994
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
<S>                 <C>                                                            <C>
ARTICLE I           DEFINITIONS AND INTERPRETATION  . . . . . . . . . . . . . .    1
                                                                              
         1.1        Terms Defined Above   . . . . . . . . . . . . . . . . . . .    1
         1.2        Terms Defined in Agreement  . . . . . . . . . . . . . . . .    1
         1.3        References  . . . . . . . . . . . . . . . . . . . . . . . .    1
         1.4        Articles and Sections   . . . . . . . . . . . . . . . . . .    2
         1.5        Number and Gender   . . . . . . . . . . . . . . . . . . . .    2
                                                                              
ARTICLE II          AMENDMENT OF AGREEMENT  . . . . . . . . . . . . . . . . . .    2
                                                                              
         2.1        Amendment of Section 1.2  . . . . . . . . . . . . . . . . .    2
         2.2        Amendment of Section 2.7(a)   . . . . . . . . . . . . . . .    2
         2.3        Amendment of Section 4.17   . . . . . . . . . . . . . . . .    3
         2.4        Amendment of Section 9.3  . . . . . . . . . . . . . . . . .    3
         2.5        Deletion of Peake Operating as Borrower   . . . . . . . . .    3
                                                                              
ARTICLE III         CONDITIONS  . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                              
         3.1        Receipt of Documents  . . . . . . . . . . . . . . . . . . .    3
         3.2        No Material Adverse Change  . . . . . . . . . . . . . . . .    4
         3.3        No Default or Event of Default  . . . . . . . . . . . . . .    4
         3.4        Accuracy of Representations and Warranties  . . . . . . . .    4
         3.5        Additional Matters  . . . . . . . . . . . . . . . . . . . .    4
                                                                              
ARTICLE IV          REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . .    4
                                                                              
ARTICLE V           RATIFICATION  . . . . . . . . . . . . . . . . . . . . . . .    5
                                                                              
ARTICLE VI          MISCELLANEOUS   . . . . . . . . . . . . . . . . . . . . . .    5
                                                                              
         6.1        Scope of Amendment  . . . . . . . . . . . . . . . . . . . .    5
         6.2        Agreement as Amended  . . . . . . . . . . . . . . . . . . .    5
         6.3        Successors and Assigns; Rights of Third Parties   . . . . .    5
         6.4        Further Assurances  . . . . . . . . . . . . . . . . . . . .    5
         6.5        GOVERNING LAW   . . . . . . . . . . . . . . . . . . . . . .    5
         6.6        ENTIRE AGREEMENT; NO ORAL AGREEMENTS  . . . . . . . . . . .    6
         6.7        JURISDICTION AND VENUE  . . . . . . . . . . . . . . . . . .    6
         6.8        WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES   . . .    6
</TABLE>                                                                      





                                      -i-
<PAGE>   3





                      FIRST AMENDMENT TO CREDIT AGREEMENT
                      -----------------------------------

                 This FIRST AMENDMENT TO CREDIT AGREEMENT (this "FIRST
AMENDMENT") is made and entered into effective as of August 1, 1994, by and
among BELDEN & BLAKE CORPORATION, an Ohio corporation ("BBC"), THE CANTON OIL &
GAS COMPANY, an Ohio corporation ("COG"), PEAKE ENERGY, INC., a Delaware
corporation ("PEAKE ENERGY;" with BBC and COG each a "BORROWER" and
collectively, the "BORROWERS"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a
national banking association ("BANK ONE"), and NBD BANK, N.A., a national
banking association ("NBD;" with Bank One, together with each financial
institution that becomes a party hereto or entitled to benefits and subject to
obligations hereunder subsequent to the date hereof, each a "LENDER" and
collectively, the "LENDERS"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION, as
agent for the Lenders (in such capacity and together with any successors
designated pursuant hereto, the "AGENT").

                             W I T N E S S E T H:
                             -------------------

                 WHEREAS, the above named parties did execute and exchange
counterparts of the Credit Agreement dated November 15, 1993 (the "AGREEMENT"),
pursuant to which the Lenders have extended credit to the Borrowers; and

                 WHEREAS, the parties to the Agreement desire to amend the
Agreement in the particulars hereinafter set forth;

                 NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth in this First Amendment and the
Agreement, the parties hereto agree as follows:


                                   ARTICLE I
                                   ---------

                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

              1.1         TERMS DEFINED ABOVE.  As used herein, each of the
terms "AGENT," "AGREEMENT," "BANK ONE," "BBC," "BORROWER," "BORROWERS," "COG,"
"FIRST AMENDMENT," "LENDER," "LENDERS," "NBD," and "PEAKE ENERGY" shall have
the meaning assigned to such term hereinabove.

              1.2         TERMS DEFINED IN AGREEMENT.  As used herein, each
term defined in the Agreement shall have the meaning assigned to such term in
the Agreement, unless expressly provided herein to the contrary.

              1.3         REFERENCES.  References in this First Amendment to
Article or Section numbers shall be to Articles and Sections of this First
Amendment, unless expressly stated to the contrary.  References in this First
Amendment to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow,"
"hereof," and "hereunder"
<PAGE>   4
shall be to this First Amendment in its entirety and not only to the particular
Article or Section in which such reference appears.

              1.4         ARTICLES AND SECTIONS.  This First Amendment, for
convenience only, has been divided into Articles and Sections and it is
understood that the rights, powers, privileges, duties, and other legal
relations of the parties hereto shall be determined from this First Amendment
as an entirety and without regard to such division into Articles and Sections
and without regard to headings prefixed to such Articles and Sections.

              1.5         NUMBER AND GENDER.  Whenever the context requires,
reference herein made to the single number shall be understood to include the
plural and likewise the plural shall be understood to include the singular.
Words denoting sex shall be construed to include the masculine, feminine and
neuter, when such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative.  Definitions of
terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.


                                   ARTICLE II
                                   ----------

                             AMENDMENT OF AGREEMENT
                             ----------------------

                 Each of the Borrowers, the Lenders, and the Agent hereby amend
the Agreement in the following particulars, effective as of and after the
effective date of this First Amendment:

              2.1         AMENDMENT OF SECTION 1.2.  Terms defined in Section
1.1 are hereby incorporated into or substituted for, as the case may be, the
definitions contained in Section 1.2 of the Agreement.  In addition, the
following definitions of Section 1.2 of the Agreement are hereby amended to
read as follows:

                 "COMMITMENT AMOUNT" shall mean the amount of $30,000,000 or
         such higher amount as determined by the Lenders from time to time,
         which higher amount shall become effective upon written notification
         thereof to the Borrowers from the Lenders.

                 "COMMITMENT TERMINATION DATE" shall mean March 31, 1998.

              2.2         AMENDMENT OF SECTION 2.7(a).  Section 2.7(a) of the
Agreement is hereby amended to read as follows:

                 "(a)     The Borrowing Base as of August 1, 1994 is
         acknowledged by each Borrower and each Lender to be $65,000,000."


                                      2
<PAGE>   5
              2.3         AMENDMENT OF SECTION 4.17.  The first and third
sentences of Section 4.17 of the Agreement are hereby amended to read as
follows:

                 "BBC has no Subsidiaries as of the date of the First Amendment
         to this Agreement except for COG, Peake Energy, and Engine Power
         Systems, Inc., an Ohio corporation."  "Peake Energy has no
         Subsidiaries as of the date of the First Amendment to this Agreement."

              2.4         AMENDMENT OF SECTION 9.3.  Section 9.3(a), (b), and
(c) are hereby amended to read as follows:


                 "(a) If to Bank One or the Agent, to:

                      BANK ONE, TEXAS, NATIONAL ASSOCIATION
                      910 Travis, 6th Floor
                      Houston, Texas 77002
                      Attention: Mr. Richard G. Sylvan
                      Telecopy:  (713) 751-3544

                 (b)  if to NBD, to:

                      NBD BANK, N.A.
                      611 Woodward Avenue
                      Detroit, Michigan 48226
                      Attention: Mr. Joseph Giampetroni
                      Telecopy: (313) 225-2649

                 (c)  if to any Borrower, to:

                      BELDEN & BLAKE CORPORATION
                      5200 Stoneham Road
                      North Canton, Ohio 44720-1543
                      Attention: J.M. Vitale
                      Telecopy: (216) 497-5463"

              2.5         DELETION OF PEAKE OPERATING AS BORROWER.  All
references in the Agreement to Peake Operating are hereby deleted.


                                  ARTICLE III
                                  -----------

                                   CONDITIONS
                                   ----------

                 The obligations of the Lenders and the Agent to enter into
this First Amendment are subject to the fulfillment of the following conditions
precedent, with all documents to be delivered to the Agent to be in form and
substance satisfactory to the Lenders:

              3.1         RECEIPT OF DOCUMENTS.  The Agent shall have received
the following:





                                       3
<PAGE>   6
                 (a)      this First Amendment, duly executed by each Borrower;

                 (b)      an extension fee, payable in immediately available
         funds, in the amount of $75,000;

                 (c)      a Notice of Final Agreement; and

                 (d)      such other agreements, documents, items, instruments,
         opinions, certificates, waivers, consents, and evidence as the Agent
         may reasonably request on its own behalf or on behalf of any Lender.

              3.2         NO MATERIAL ADVERSE CHANGE.  In the opinion of the
Required Lenders, no material adverse change shall have occurred in the
property, business, operations, conditions (financial or otherwise) or
prospects of any Borrower since the date of the last Financial Statements
delivered to the Lenders.

              3.3         NO DEFAULT OR EVENT OF DEFAULT.  No Default or Event
of Default shall have occurred and be continuing.

              3.4         ACCURACY OF REPRESENTATIONS AND WARRANTIES.  Each of
the representations and warranties contained in Article IV of the Agreement, as
amended hereby, and in any other Loan Document, as each has been supplemented,
if applicable, shall be true and correct in all material respects, except as
affected by the transactions contemplated in the Agreement and this First
Amendment.

              3.5         ADDITIONAL MATTERS.  All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Required Lenders.


                                   ARTICLE IV
                                   ----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                 Each of the Borrowers hereby expressly remakes, in favor of
the Lenders and the Agent, all of the representations and warranties set forth
in Article IV of the Agreement, as amended hereby, and in any other Loan
Document, and represents and warrants that all such representations and
warranties, as each has been supplemented, if applicable, remain true and
unbreached in all material respects, except as affected by the transactions
contemplated in the Agreement and this First Amendment and except for such
representations and warranties which may be limited to the date made.





                                       4
<PAGE>   7
                                   ARTICLE V
                                   ---------

                                  RATIFICATION
                                  ------------

                 Each of the parties hereto does hereby adopt, ratify, and
confirm the Agreement and each other Loan Document to which it is a party, in
all things in accordance with the terms and provisions thereof, as amended by
this First Amendment.


                                   ARTICLE VI
                                   ----------

                                 MISCELLANEOUS
                                 -------------

              6.1         SCOPE OF AMENDMENT.  The scope of this First
Amendment is expressly limited to the matters addressed herein and this First
Amendment shall not operate as a waiver of any past, present, or future breach,
Default, or Event of Default under the Agreement, except to the extent, if any,
that any such breach, Default, or Event of Default is remedied by the effect of
this First Amendment.

              6.2         AGREEMENT AS AMENDED.  All references to the
Agreement in any document heretofore or hereafter executed in connection with
the transactions contemplated in the Agreement shall be deemed to refer to the
Agreement as amended by this First Amendment.

              6.3         SUCCESSORS AND ASSIGNS; RIGHTS OF THIRD PARTIES.  All
covenants and agreements by each of the Borrowers in this First Amendment shall
be binding upon such Borrower and its legal representatives, successors, and
assigns and shall inure to the benefit of the Agent and each of the Lenders and
their legal representatives, successors, and assigns.  All provisions of this
First Amendment, the Agreement, and the other Loan Documents are imposed solely
and exclusively for the benefit of the Borrowers, the Agent, and the Lenders.
No other Person shall have standing to require satisfaction of such provisions
in accordance with their terms, and any or all of such provisions may, subject
to the provisions of Section 9.9 of the Agreement as to the rights of the
Lenders, be freely waived in whole or in part by the Agent at any time if in
its sole discretion it deems it advisable to do so.

              6.4         FURTHER ASSURANCES.  Each of the Borrowers shall
execute, acknowledge, and deliver, at any time as requested by the Agent, such
other documents and instruments as the Required Lenders shall deem necessary in
their sole discretion to fulfill the terms of the Agreement, as amended hereby,
including, without limitation, modifications of and amendments to any of the
Loan Documents.

              6.5         GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).





                                       5
<PAGE>   8
              6.6         ENTIRE AGREEMENT; NO ORAL AGREEMENTS.  THIS FIRST
                          ------------------------------------
AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER
WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF.
FURTHERMORE IN THIS REGARD, THIS WRITTEN FIRST AMENDMENT, THE AGREEMENT, AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT
AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

              6.7         JURISDICTION AND VENUE.  ALL ACTIONS OR PROCEEDINGS
                          ----------------------
WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF,
RELATED TO OR FROM THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN
DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE AGENT, IN
COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.  EACH OF THE BORROWERS
HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY
HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT
AGAINST IT BY THE AGENT IN ACCORDANCE WITH THIS SECTION.

              6.8         WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES.
                          ----------------------------------------------------
EACH OF THE BORROWERS, THE AGENT, AND EACH OF THE LENDERS HEREBY (A) KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT
OR THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER IN THE ENFORCEMENT OF ANY
OF THE TERMS OR PROVISIONS OF THIS FIRST AMENDMENT, THE AGREEMENT, OR ANY OTHER
LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO, (B) KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT
NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND (C)
CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR
ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS.  THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE
AGENT AND THE LENDERS ENTERING INTO THIS FIRST AMENDMENT.





                                       6
<PAGE>   9
                 Executed effective as of the 1st day of August, 1994.

                                         BORROWERS:

                                         BELDEN & BLAKE CORPORATION

                                         By: /s/ Ronald E. Huff
                                            ----------------------------------
                                         Printed Name: Ronald E. Huff
                                                      ------------------------
                                         Title: Senior Vice President
                                               -------------------------------

                                         THE CANTON OIL & GAS COMPANY

                                         By: /s/ Ronald E. Huff
                                            ----------------------------------
                                         Printed Name: Ronald E. Huff
                                                      ------------------------
                                         Title: Senior Vice President       
                                               -------------------------------

                                         PEAKE ENERGY, INC.

                                         By: /s/ Ronald E. Huff
                                            ----------------------------------
                                         Printed Name: Ronald E. Huff
                                                      ------------------------
                                         Title: Senior Vice President       
                                               -------------------------------


                                         AGENT AND LENDER:
                                         
                                         BANK ONE, TEXAS, NATIONAL
                                         ASSOCIATION

                                         By: /s/ Beth Hunter          
                                            ----------------------------------
                                         Printed Name: Elizabeth Hunter
                                                      ------------------------
                                         Title: Vice President       
                                               -------------------------------

                                         LENDER:
                                         
                                         NBD BANK, N.A.

                                         By: /s/ J.C. Giampetroni          
                                            ----------------------------------
                                         Printed Name: J.C. Giampetroni
                                                      ------------------------
                                         Title: Second Vice President        
                                               -------------------------------





                                       7
<PAGE>   10



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

                                SECOND AMENDMENT


                                       TO


                                CREDIT AGREEMENT


                                     AMONG


                          BELDEN & BLAKE CORPORATION,

                         THE CANTON OIL & GAS COMPANY,

                              PEAKE ENERGY, INC.,

                          WARD LAKE DRILLING, INC.,

                     BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                      AND

                                 NBD BANK, N.A.


                         EFFECTIVE AS OF MARCH 29, 1995

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

<PAGE>   11
                               TABLE OF CONTENTS

                                                                            

<TABLE>
<CAPTION>                                                                                     Page
<S>                 <C>                                                                         <C>
ARTICLE I           DEFINITIONS AND INTERPRETATION  . . . . . . . . . . . . . . . . . . . . .    1
    1.1             Terms Defined Above   . . . . . . . . . . . . . . . . . . . . . . . . . .    1
    1.2             Terms Defined in Agreement  . . . . . . . . . . . . . . . . . . . . . . .    1
    1.3             References  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
    1.4             Articles and Sections   . . . . . . . . . . . . . . . . . . . . . . . . .    2
    1.5             Number and Gender   . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                                                                    
ARTICLE II          AMENDMENT OF AGREEMENT  . . . . . . . . . . . . . . . . . . . . . . . . .    2
                                                                    
    2.1             Amendment of Section 1.2  . . . . . . . . . . . . . . . . . . . . . . . .    2
    2.2             Amendment of Section 2.3  . . . . . . . . . . . . . . . . . . . . . . . .    4
    2.3             Amendment of Section 2.9  . . . . . . . . . . . . . . . . . . . . . . . .    4
    2.4             Amendment of Section 2.17   . . . . . . . . . . . . . . . . . . . . . . .    5
    2.5             Addition of Section 2.22  . . . . . . . . . . . . . . . . . . . . . . . .    6
    2.6             Addition of Section 2.23  . . . . . . . . . . . . . . . . . . . . . . . .    8
    2.7             Addition of Section 2.24  . . . . . . . . . . . . . . . . . . . . . . . .    8
    2.8             Addition of Section 3.3   . . . . . . . . . . . . . . . . . . . . . . . .    9
    2.9             Amendment of Section 4.17   . . . . . . . . . . . . . . . . . . . . . . .   10
    2.10            Addition of Section 5.16  . . . . . . . . . . . . . . . . . . . . . . . .   10
    2.11            Amendment of Section 7.1  . . . . . . . . . . . . . . . . . . . . . . . .   11
    2.12            Addition of Ward Lake   . . . . . . . . . . . . . . . . . . . . . . . . .   12
                                                                    
ARTICLE III         CONDITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
                                                                    
    3.1             Receipt of Documents  . . . . . . . . . . . . . . . . . . . . . . . . . .   12
    3.2             No Material Adverse Change  . . . . . . . . . . . . . . . . . . . . . . .   12
    3.3             No Default or Event of Default  . . . . . . . . . . . . . . . . . . . . .   12
    3.4             Accuracy of Representations and Warranties  . . . . . . . . . . . . . . .   12
    3.5             Additional Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                    
ARTICLE IV          REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . .   13
                                                                    
ARTICLE V           RATIFICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                    
ARTICLE VI          MISCELLANEOUS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                    
    6.1             Scope of Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
    6.2             Agreement as Amended  . . . . . . . . . . . . . . . . . . . . . . . . . .   13
    6.3             Successors and Assigns; Rights of Third Parties . . . . . . . . . . . . .   13
    6.4             Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
    6.5             GOVERNING LAW   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
    6.6             ENTIRE AGREEMENT; NO ORAL AGREEMENTS  . . . . . . . . . . . . . . . . . .   14
    6.7             JURISDICTION AND VENUE  . . . . . . . . . . . . . . . . . . . . . . . . .   14
    6.8             WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES   . . . . . . . . . .   14
</TABLE>

                                     -i-
<PAGE>   12
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                      ------------------------------------

                    This SECOND AMENDMENT TO CREDIT AGREEMENT (this "SECOND
AMENDMENT") is made and entered into effective as of March 29, 1995, by and
among BELDEN & BLAKE CORPORATION, an Ohio corporation ("BBC"), THE CANTON OIL &
GAS COMPANY, an Ohio corporation ("COG"), PEAKE ENERGY, INC., a Delaware
corporation ("PEAKE ENERGY"), WARD LAKE DRILLING, INC., a Michigan corporation
("WARD LAKE;" with BBC, COG and Peake Energy each a "BORROWER" and
collectively, the "BORROWERS"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a
national banking association ("BANK ONE"), and NBD BANK, N.A., a national
banking association ("NBD;" with Bank One, together with each financial
institution that becomes a party hereto or entitled to benefits and subject to
obligations hereunder subsequent to the date hereof, each a "LENDER" and
collectively, the "LENDERS"), and BANK ONE, TEXAS, NATIONAL ASSOCIATION, as
agent for the Lenders (in such capacity and together with any successors
designated pursuant hereto, the "AGENT").

                             W I T N E S S E T H:
                             - - - - - - - - - -

                    WHEREAS, BBC, COG, Peake Energy, Peake Operating Company,
and the Lenders did execute and exchange counterparts of the Credit Agreement
dated November 15, 1993, as amended by the First Amendment to Credit Agreement
dated August 1, 1994, by and among BBC, COG, Peake Energy, and the Lenders
(collectively, the "AGREEMENT"), pursuant to which the Lenders have extended
credit to the Borrowers; and

                    WHEREAS, the parties to the Agreement desire to amend the
Agreement in the particulars hereinafter set forth;

                    NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements set forth in this Second Amendment and the
Agreement, the parties hereto agree as follows:


                                   ARTICLE I
                                   ---------

                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

         1.1        TERMS DEFINED ABOVE.  As used herein, each of the terms
"AGENT," "AGREEMENT," "BANK ONE," "BBC," "BORROWER," "BORROWERS," "COG,"
"LENDER," "LENDERS," "NBD," "PEAKE ENERGY," "SECOND AMENDMENT," and "WARD LAKE"
shall have the meaning assigned to such term hereinabove.

         1.2        TERMS DEFINED IN AGREEMENT.  As used herein, each term
defined in the Agreement shall have the meaning assigned to such term in the
Agreement, unless expressly provided herein to the contrary.





<PAGE>   13
         1.3        REFERENCES.  References in this Second Amendment to Article
or Section numbers shall be to Articles and Sections of this Second Amendment,
unless expressly stated to the contrary.  References in this Second Amendment
to "hereby," "herein," "hereinafter," "hereinabove," "hereinbelow," "hereof,"
and "hereunder" shall be to this Second Amendment in its entirety and not only
to the particular Article or Section in which such reference appears.

         1.4        ARTICLES AND SECTIONS.  This Second Amendment, for
convenience only, has been divided into Articles and Sections and it is
understood that the rights, powers, privileges, duties, and other legal
relations of the parties hereto shall be determined from this Second Amendment
as an entirety and without regard to such division into Articles and Sections
and without regard to headings prefixed to such Articles and Sections.

         1.5        NUMBER AND GENDER.  Whenever the context requires,
reference herein made to the single number shall be understood to include the
plural and likewise the plural shall be understood to include the singular.
Words denoting sex shall be construed to include the masculine, feminine and
neuter, when such construction is appropriate, and specific enumeration shall
not exclude the general, but shall be construed as cumulative.  Definitions of
terms defined in the singular and plural shall be equally applicable to the
plural or singular, as the case may be.


                                   ARTICLE II
                                   ----------

                             AMENDMENT OF AGREEMENT
                             ----------------------

                    Each of the Borrowers, the Lenders, and the Agent hereby
amend the Agreement in the following particulars, effective as of and after the
effective date of this Second Amendment:

         2.1        AMENDMENT OF SECTION 1.2.  Section 1.2 of the Agreement is
amended as follows:

                    (a) The following definitions are hereby amended to read as
        follows:

                       "AVAILABLE COMMITMENT" shall mean, at any time, an amount
                    equal to the remainder, if any, of (a) the lesser of the
                    Commitment Amount or the Borrowing Base in effect at such
                    time MINUS (b) the sum of the Loan Balance at such time
                    plus the L/C Exposure at such time.

                       "COMMITMENT" shall mean the obligation of each Lender,
                    subject to applicable provisions of this Agreement, to make
                    Loans to or for the benefit of the Borrowers pursuant to
                    Section 2.1 in an amount up to the Commitment Percentage of
                    such Lender and the obligations





                                      2
<PAGE>   14
                    of the Agent to issue and the Lenders to participate in
                    Letters of Credit pursuant to Section 2.22.

                      "LOAN" shall mean any loan made by any Lender to or for 
                    the benefit of the Borrowers pursuant to this Agreement 
                    and any Letter of Credit Payment.

                      "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the
                    Intercreditor Agreement, the Letter of Credit Applications,
                    the Letters of Credit, and all other documents and
                    instruments now or hereafter delivered pursuant to the
                    terms of or in connection with this Agreement, the Notes,
                    the Intercreditor Agreement, the Letter of Credit
                    Applications, or the Letters of Credit, and all renewals
                    and extensions of, amendments and supplements to, and
                    restatements of, any or all of the foregoing from time to
                    time in effect.

                      "NOTES" shall mean the promissory notes of the Borrowers 
                    to each Lender evidencing Indebtedness with respect to Loans
                    made by such Lender to the Borrowers, each in the form
                    attached to the Second Amendment to this Agreement as
                    Exhibit A, with appropriate insertions, together with any
                    and all renewals, extensions for any period, increases and
                    rearrangements thereof.

                      "OBLIGATIONS" shall mean, without duplication, (a) all
                    Indebtedness evidenced by the Notes, (b) the obligation of
                    the Borrowers to provide to or reimburse the Agent, as the
                    issuer of Letters of Credit, or the Lenders, as the case
                    may be, for, amounts payable, paid, or incurred with
                    respect to Letters of Credit, (c) the undrawn, unexpired
                    amount of all outstanding Letters of Credit, (d) the
                    obligation of the Borrowers for the payment of Commitment
                    Fees, Engineering Fees, and Facility Fees, and (e) all
                    other obligations and liabilities of the Borrowers to the
                    Agent and the Lenders, now existing or hereafter incurred,
                    under, arising out of or in connection with any Loan
                    Document, together with all interest accruing thereon and
                    costs, expenses, and attorneys' fees incurred in the
                    enforcement or collection thereof, whether such obligations
                    and liabilities are direct, indirect, fixed, contingent,
                    liquidated, unliquidated, joint, several, or joint and





                                      3
<PAGE>   15
                    several, and with respect to any of the foregoing that
                    includes or refers to the payment of amounts deemed or
                    constituting interest, only so much thereof as shall have
                    accrued, been earned and which remains unpaid at each
                    relevant time of determination.


                    (b) The following definitions are hereby added to read as
              follows:

                       "L/C EXPOSURE"  shall mean, at any time, the aggregate
                    maximum amount available to be drawn under outstanding
                    Letters of Credit at such time.

                       "LETTER OF CREDIT" shall mean any standby letter of 
                    credit issued for the account of any Borrower pursuant to 
                    Section 2.22.

                       "LETTER OF CREDIT APPLICATION" shall mean the standard
                    letter of credit application employed by the Agent, as the
                    issuer of the Letters of Credit, from time to time in
                    connection with letters of credit.

                       "LETTER OF CREDIT PAYMENT" shall mean any payment made by
                    the Agent on behalf of the Lenders under a Letter of
                    Credit, to the extent that such payment has not been repaid
                    by the Borrowers.

         2.2        AMENDMENT OF SECTION 2.3.  Section 2.3 of the Agreement is
hereby amended to read as follows:

                    "2.3 USE OF LOAN PROCEEDS AND LETTERS OF CREDIT.  (a)
         Proceeds of all Loans shall be used by the Borrowers solely for the
         acquisition and development of Oil and Gas Properties, the acquisition
         of businesses or assets related to the oil and gas business of any
         Borrower, and to provide general working capital.

                    (b) Letters of Credit shall be used solely for general
         corporate purposes; provided, however, no Letter of Credit may be used
         in lieu of or in support of stay or appeal bonds."

         2.3        AMENDMENT OF SECTION 2.9.  Section 2.9 of the Agreement is
hereby amended in its entirety to read as follows:

                    "2.9 MANDATORY PREPAYMENTS.  If at any time (a) the sum of
         the Loan Balance and the L/C Exposure exceeds the lesser of the
         Commitment Amount or the Borrowing Base then in effect or (b) the sum
         of the Loan Balance, the L/C Exposure, and the outstanding principal
         balance of





                                      4
<PAGE>   16
         the Senior Notes exceeds the Borrowing Base then in effect, the
         Borrowers shall, within 30 Business Days of notice from the Agent of
         such occurrence, prepay, or make arrangements acceptable to the
         Required Lenders for the prepayment of, the amount of such excess for
         application on the Loan Balance.  In the event that a mandatory
         prepayment is required under this Section and the Loan Balance is less
         than the amount required to be prepaid, the Borrowers shall repay the
         entire Loan Balance and, in accordance with the provisions of the
         relevant Letter of Credit Applications executed by the Borrowers or
         otherwise to the satisfaction of the Agent, deposit with the Agent, as
         additional collateral securing the Obligations, an amount of cash, in
         immediately available funds, equal to the L/C Exposure minus the
         lesser of the Commitment Amount or the Borrowing Base.  The cash
         deposited with the Agent in satisfaction of the requirement provided
         in this Section may be invested, at the sole discretion of the Agent
         and then only at the express direction of the Borrowers as to
         investment vehicle and maturity (which shall be no later than the
         latest expiry date of any then outstanding Letter of Credit), for the
         account of the Borrowers in cash or cash equivalent investments
         offered by or through the Agent."

         2.4        AMENDMENT OF SECTION 2.17.  Section 2.17 of the Agreement
is amended as follows:

                    (a) The first sentence of Section 2.17(d) is hereby amended
         to read as follows:

                         "(d) Determinations by any Lender or the Agent, as 
                    the case may be, for purposes of this Section of the 
                    effect of any Regulatory Change on capital maintained, its
                    costs or rate of return, maintaining Loans, issuing Letters
                    of Credit, its obligation to make Loans and issue Letters 
                    of Credit, or on amounts receivable by it in respect of 
                    Loans, Letters of Credit, or such obligations, and the 
                    additional amounts required to compensate such Lender or 
                    the Agent under this Section shall be conclusive, absent 
                    manifest error, provided that such determinations are made
                    on a reasonable basis."

                    (b) A new subsection (e) is hereby added to read as follows:
                     
                         "(e) Without limiting the effect of the other 
                    provisions of this Section (but without duplication), in 
                    the event that any Requirement of Law or Regulatory Change
                    or the compliance by the Agent or any Lender





                                      5
<PAGE>   17
                    therewith shall (i) impose, modify, or hold applicable any
                    reserve, special deposit, or similar requirement against
                    any Letter of Credit or obligation to issue Letters of
                    Credit, or (ii) impose upon the Agent or such Lender any
                    other condition regarding any Letter of Credit or
                    obligation to issue Letters of Credit, and the result of
                    any such event shall be to increase the cost to the Agent
                    or such Lender of issuing or maintaining any Letter of
                    Credit or obligation to issue Letters of Credit or any
                    liability with respect to Letter of Credit Payments, or to
                    reduce any amount receivable in connection therewith, then
                    upon demand by the Agent or such Lender, as the case may
                    be, the Borrowers shall pay to the Agent or such Lender,
                    from time to time as specified by the Agent or such Lender,
                    additional amounts which shall be sufficient to compensate
                    the Agent or such Lender for such increased cost or reduced
                    amount receivable."

         2.5        ADDITION OF SECTION 2.22.  A new Section 2.22 is hereby
added to the Agreement to read as follows:

                    "2.22    LETTER OF CREDIT FACILITY.  (a) Upon the terms and
         conditions and relying on the representations and warranties contained
         in this Agreement, the Agent, as issuing bank for the Lenders, agrees,
         from the date of this Agreement until the date which is thirty days
         prior to the Commitment Termination Date, to issue on behalf of the
         Lenders in their respective Commitment Percentages Letters of Credit
         for the account of the Borrowers or any of them and to renew and
         extend such Letters of Credit.  Letters of Credit shall be issued,
         renewed, or extended from time to time on any Business Day designated
         by the applicable Borrower following the receipt in accordance with
         the terms hereof by the Agent of the written (or oral, confirmed
         promptly in writing) request by a Responsible Officer of such Borrower
         therefor and a Letter of Credit Application.  Letters of Credit shall
         be issued in such amounts as such Borrower may request; provided,
         however, that (i) no Letter of Credit shall have an expiration date
         which is more than 24 months after the issuance thereof or subsequent
         to five days prior to the Commitment Termination Date, (ii) the Loan
         Balance plus the L/C Exposure shall not exceed at any time the lesser
         of the Commitment Amount or the Borrowing Base, and (iii) the L/C
         Exposure shall not exceed at any time $5,000,000.

                    (b)   Prior to any Letter of Credit Payment in respect of
         any Letter of Credit, each Lender shall be





                                      6
<PAGE>   18
         deemed to be a participant through the Agent with respect to the
         relevant Letter of Credit in the obligation of the Agent, as the
         issuer of such Letter of Credit, in an amount equal to the Percentage
         Share of such Lender of the maximum amount which is or at any time may
         become available to be drawn thereunder.  Upon delivery by such Lender
         of funds requested pursuant to Section 2.22(c), such Lender shall be
         treated as having purchased a participating interest in an amount
         equal to such funds delivered by such Lender to the Agent in the
         obligation of the Borrowers to reimburse the Agent, as the issuer of
         such Letter of Credit, for any amounts payable, paid, or incurred by
         the Agent, as the issuer of such Letter of Credit, with respect to
         such Letter of Credit.

                    (c)   Each Lender shall be unconditionally and irrevocably
         liable, without regard to the occurrence of any Default or Event of
         Default, to the extent of the Commitment Percentage of such Lender at
         the time of issuance of each Letter of Credit, to reimburse, on
         demand, the Agent, as the issuer of such Letter of Credit, for the
         amount of each Letter of Credit Payment under such Letter of Credit.
         Each Letter of Credit Payment shall be deemed to be a Floating Rate
         Loan by each Lender to the extent of funds delivered by such Lender to
         the Agent with respect to such Letter of Credit Payment and shall to
         such extent be deemed a Floating Rate Loan under and shall be
         evidenced by the Note of such Lender and shall be payable by the
         Borrowers upon demand by the Agent.

                    (d)    EACH LENDER AGREES TO INDEMNIFY THE AGENT, AS THE
         ISSUER OF EACH LETTER OF CREDIT, AND THE OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES OF THE AGENT (TO
         THE EXTENT NOT REIMBURSED BY THE BORROWERS AND WITHOUT LIMITING THE
         OBLIGATION OF THE BORROWERS TO DO SO), RATABLY ACCORDING TO THE
         COMMITMENT PERCENTAGE SHARE OF SUCH LENDER AT THE TIME OF ISSUANCE OF
         SUCH LETTER OF CREDIT, FROM AND AGAINST ANY AND ALL LIABILITIES,
         CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
         SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND WHATSOEVER WHICH
         MAY AT ANY TIME (INCLUDING, WITHOUT LIMITATION, ANY TIME FOLLOWING THE
         PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS AND THE TERMINATION OF THIS
         AGREEMENT) BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT AS
         THE ISSUER OF SUCH LETTER OF CREDIT OR ANY OF ITS OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR AFFILIATES IN ANY WAY RELATING
         TO OR ARISING OUT OF THIS AGREEMENT OR SUCH LETTER OF CREDIT OR ANY
         ACTION TAKEN OR OMITTED BY THE AGENT AS THE ISSUER OF SUCH LETTER OF
         CREDIT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
         ATTORNEYS-IN-FACT OR AFFILIATES UNDER OR IN CONNECTION WITH ANY OF THE
         FOREGOING, INCLUDING, WITHOUT LIMITATION,





                                      7
<PAGE>   19
         ANY LIABILITIES, CLAIMS, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
         ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS IMPOSED,
         INCURRED OR ASSERTED AS A RESULT OF THE NEGLIGENCE, WHETHER SOLE OR
         CONCURRENT, OF THE AGENT AS THE ISSUER OF SUCH LETTER OF CREDIT OR ANY
         OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT OR
         AFFILIATES; PROVIDED THAT NO LENDER (OTHER THAN THE AGENT AS THE
         ISSUER OF A LETTER OF CREDIT) SHALL BE LIABLE FOR THE PAYMENT OF ANY
         PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
         ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING
         SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT AS
         THE ISSUER OF A LETTER OF CREDIT.  THE AGREEMENTS IN THIS SECTION
         2.5(d) SHALL SURVIVE THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS
         AND THE TERMINATION OF THIS AGREEMENT."

         2.6        ADDITION OF SECTION 2.23.  A new Section 2.23 is hereby
added to the Agreement to read as follows:

                    "2.23 LETTER OF CREDIT FEE.  The Borrowers shall pay to the
         Agent for the Ratable Benefit of the Lenders, in immediately available
         funds, a letter of credit fee in the amount of the greater of (a) one
         percent (1%) per annum, calculated on the basis of a year of 360 days
         and actual days elapsed (including the first day but excluding the
         last day), on the average daily amount of the L/C Exposure or (b)
         $500.00.  Accrued letter of credit fees shall be payable on the first
         day of July, 1995, the first day of each third calendar month
         thereafter during the Commitment Period, and on the Commitment
         Termination Date.  The Borrowers also agree to pay on demand to the
         Agent for its own account as the issuer of the Letters of Credit its
         customary letter of credit transactional fees, including, without
         limitation, amendment fees, payable with respect to each Letter of
         Credit."

         2.7        ADDITION OF SECTION 2.24.  A new Section 2.24 is hereby
added to the Agreement to read as follows:

                    "2.24 OBLIGATIONS ABSOLUTE.  Subject to the further
         provisions of this Section, the Obligations of the Borrowers under
         this Article shall be absolute and unconditional under any and all
         circumstances and irrespective of any set-off, counterclaim, or
         defense to payment or performance which the Borrowers or any of them
         may have or have had against the Agent, any Lender, or any beneficiary
         of any Letter of Credit.  Each Borrower agrees that none of the Agent
         or the Lenders shall be responsible for, nor shall the Obligations be
         affected by, among other things, (a) the validity or genuineness of
         documents or any endorsements thereon presented in connection with any
         Letter of Credit, even if such





                                      8
<PAGE>   20
         documents shall in fact prove to be in any and all respects invalid,
         fraudulent or forged, AND EVEN IF DUE TO THE NEGLIGENCE, WHETHER SOLE
         OR CONCURRENT, OF THE AGENT OR ANY LENDER, so long as the Agent, as
         the issuer of such Letter of Credit, has no actual knowledge of any
         such invalidity, lack of genuineness, fraud, or forgery prior to the
         presentment for payment of a corresponding Letter of Credit or any
         draft thereunder; provided, however, with respect to the preceding
         matters in this Section, the Agent, as the issuer of the Letters of
         Credit, agrees to exercise ordinary care in examining each document
         required to be presented pursuant to each Letter of Credit to
         ascertain that each such document appears on its face to comply with
         the terms thereof, or (b) any dispute between or among the Borrowers
         or any of them and any beneficiary of any Letter of Credit or any
         other party to which any Letter of Credit may be transferred, or any
         claims whatsoever of the Borrowers or any of them against any
         beneficiary of any Letter of Credit or any such transferee, EVEN IF
         DUE TO THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT OR ANY
         LENDER; provided, in all respects, that the Agent, as the issuer of
         Letters of Credit, shall be liable to the Borrowers to the extent, but
         only to the extent, of any direct, as opposed to consequential or
         punitive, damages suffered by the Borrowers as a result of the willful
         misconduct or gross negligence of the Agent as the issuer of Letters
         of Credit in determining whether documents presented under a Letter of
         Credit complied with the terms of such Letter of Credit that resulted
         in either a wrongful payment under such Letter of Credit or a wrongful
         dishonor of a claim or draft properly presented under such Letter of
         Credit.  In theabsence of gross negligence or willful misconduct by
         the Agent as the issuer of Letters of Credit, the Agent shall not be
         liable for any error, omission, interruption or delay, EVEN IF DUE TO
         THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT, in
         transmission, dispatch or delivery of any message or advice, however
         transmitted, in connection with any Letter of Credit.  The Agent, the
         Lenders, and the Borrowers agree that any action taken or omitted by
         the Agent, as issuer of any Letter of Credit, under or in connection
         with any Letter of Credit or the related drafts or documents, EVEN IF
         DUE TO THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF THE AGENT OR ANY
         LENDER, if done in the absence of gross negligence or willful
         misconduct, shall be binding as among the Agent, as issuer of such
         Letter of Credit or otherwise, the Lenders, and the Borrowers and
         shall not put the Agent, as issuer of such Letter of Credit or
         otherwise, or any Lender under any liability to the Borrowers."

              2.8    ADDITION OF SECTION 3.3.  A new Section 3.3 is hereby added
to the Agreement to read as follows:





                                      9
<PAGE>   21
         "3.3       CONDITIONS PRECEDENT TO ISSUANCE OF LETTERS OF CREDIT.  The
obligation of the Agent, as the issuer of the Letters of Credit, to issue,
renew, or extend any Letter of Credit is subject to the satisfaction of the
following additional conditions precedent:

                    (a)   the Borrowers shall have delivered to the Agent a
         written (or oral, confirmed promptly in writing) request for the
         issuance, renewal, or extension of a Letter of Credit at least three
         Business Days prior to the requested issuance, renewal, or extension
         date and a Letter of Credit Application at least one Business Day
         prior to the requested issuance date; and each statement or
         certification made in such Letter of Credit Application shall be true
         and correct in all material respects on the requested date for the
         issuance of such Letter of Credit;

                    (b)   no Default or Event of Default shall exist or will 
         occur as a result of the issuance, renewal, or extension of such 
         Letter of Credit; and

                    (c)   the terms, provisions, and beneficiary of the Letter
         of Credit or such renewal or extension shall be satisfactory to the
         Agent, as the issuer of the Letters of Credit, in its sole
         discretion."

         2.9        AMENDMENT OF SECTION 4.17.  Section 4.17 of the Agreement
is hereby amended in its entirety to read as follows:

                    "4.17 SUBSIDIARIES.  As of the date of the Second Amendment
         to this Agreement, (a) BBC has no Subsidiaries except for COG, Peake
         Energy, Ward Lake, and Engine Power Systems, Inc., an Ohio
         Corporation; (b) COG has no Subsidiaries except for Target Oilfield
         Pipe & Supply Company, Belden & Blake (U.K.) Inc., and Belden & Blake
         Securities, Inc., all Ohio corporations; and (c) neither Peake Energy
         nor Ward Lake has any Subsidiaries.  All Subsidiaries mentioned herein
         are wholly-owned Subsidiaries of the relevant Person."

         2.10       ADDITION OF SECTION 5.16.  Section 5.16 of the Agreement is
hereby amended in its entirety to read as follows:

                    "5.16   INDEMNIFICATION OF LENDERS AND AGENT.  INDEMNIFY AND
                            ------------------------------------
         HOLD EACH LENDER AND THE AGENT AND THEIR RESPECTIVE OFFICERS,
         DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT AND AFFILIATES (EACH
         SUCH PERSON AN "INDEMNITEE") HARMLESS FROM ANY AND ALL LIABILITIES,
         OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,





                                      10
<PAGE>   22
         JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR
         NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REASONABLE
         ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY OR ASSERTED AGAINST ANY
         INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT
         OF (A) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN
         DOCUMENT, (B) THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF
         THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
         TRANSACTIONS CONTEMPLATED THEREBY, (C) THE USE OF LOANS BY THE
         BORROWERS, (D) ANY ALLEGATION BY ANY BENEFICIARY OF A LETTER OF CREDIT
         OF A WRONGFUL DISHONOR BY THE AGENT OF A CLAIM OR DRAFT PRESENTED
         THEREUNDER, OR (E) THE ENFORCEMENT OF THIS AGREEMENT AND THE OTHER
         LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY MATTER ARISING BY
         REASON OF ANY DEFENSE, SET-OFF, COUNTERCLAIM, RECOUPMENT, OR REDUCTION
         OF LIABILITY WHATSOEVER OF THE OBLIGOR UNDER ANY CONTRACT, AGREEMENT,
         INTEREST, OR OBLIGATION WHICH GIVES RISE TO ANY ACCOUNT AS THE RESULT
         OF A BREACH BY THE PERSON OF ANY OBLIGATION THEREUNDER OR OF ANY OTHER
         AGREEMENT, INDEBTEDNESS, OR LIABILITY AT ANY TIME OWING TO OR IN FAVOR
         OF ANY SUCH OBLIGOR FROM SUCH PERSON, SUCH OBLIGATIONS OF SUCH PERSON
         BEING ENFORCEABLE AGAINST AND ONLY AGAINST SUCH PERSON AND NOT AGAINST
         ANY LENDER OR THE AGENT (ALL THE FOREGOING IN THIS SECTION,
         COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT
         LIMITATION, ANY OF THE FOREGOING IN THIS SECTION ARISING FROM
         NEGLIGENCE, WHETHER SOLE OR CONCURRENT, ON THE PART OF THE AGENT OR
         ANY LENDER OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS,
         DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS-IN-FACT, OR AFFILIATES;
         PROVIDED THAT SUCH PERSON SHALL HAVE NO OBLIGATION UNDER THIS SECTION
         TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED LIABILITIES THAT ARE
         DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND
         NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR
         WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR FROM THE BREACH BY SUCH
         INDEMNITEE OF ITS OBLIGATIONS UNDER ANY LOAN DOCUMENT.  THE
         OBLIGATIONS OF EACH PERSON UNDER THIS SECTION SHALL SURVIVE THE
         SATISFACTION OF ALL OBLIGATIONS, THE TERMINATION OF THE COMMITMENT,
         AND THE NONASSUMPTION OF THIS AGREEMENT IN A CASE COMMENCED UNDER
         TITLE 11 OF THE UNITED STATES CODE OR OTHER SIMILAR LAW OF THE UNITED
         STATES, THE STATE OF TEXAS, OR ANY OTHER JURISDICTION AND BE BINDING
         UPON SUCH PERSON AND ANY TRUSTEE, RECEIVER OR LIQUIDATOR OF SUCH
         PERSON APPOINTED IN ANY SUCH CASE."

         2.11       AMENDMENT OF SECTION 7.1.  Section 7.1(g) of the Agreement
is hereby amended in its entirety to read as follows:

               "(g)   the Borrowers shall be unable to satisfy any condition
         or cure any circumstance specified in Article III, the satisfaction or
         curing of which is precedent to the right of the Borrowers to receive
         a Loan or the





                                      11
<PAGE>   23
         issuance of a Letter of Credit, and such inability shall continue for 
         a period in excess of 30 days."

         2.12       ADDITION OF WARD LAKE.  Ward Lake is hereby added for all
purposes as a Borrower under the Agreement and all references to a Borrower or
the Borrowers in any document heretofore or hereafter executed in connection
with the transactions contemplated in the Ageement shall be deemed to refer to
and include Ward Lake.


                                  ARTICLE III
                                  -----------

                                  CONDITIONS
                                  ----------

                    The obligations of the Lenders and the Agent to enter into
this Second Amendment are subject to the fulfillment of the following
conditions precedent, with all documents to be delivered to the Agent to be in
form and substance satisfactory to the Lenders:

         3.1        RECEIPT OF DOCUMENTS.  The Agent shall have received the
following:

              (a)   this Second Amendment, duly executed by each Borrower;

              (b)   the Notes;

              (c)   a Letter of Credit Application and Letter of Credit Fees;

              (d)   a Notice of Final Agreement; and

              (e)   such other agreements, documents, items, instruments,
         opinions, certificates, waivers, consents, and evidence as the Agent
         may reasonably request on its own behalf or on behalf of any Lender.

         3.2        NO MATERIAL ADVERSE CHANGE.  In the opinion of the Required
Lenders, no material adverse change shall have occurred in the property,
business, operations, conditions (financial or otherwise) or prospects of any
Borrower since the date of the last Financial Statements delivered to the
Lenders.

         3.3        NO DEFAULT OR EVENT OF DEFAULT.  No Default or Event of
Default shall have occurred and be continuing.

         3.4        ACCURACY OF REPRESENTATIONS AND WARRANTIES.  Each of the
representations and warranties contained in Article IV of the Agreement, as
amended hereby, and in any other Loan Document, as each has been supplemented,
if applicable, shall be true and correct in all material respects, except as
affected by the transactions contemplated in the Agreement and this Second
Amendment.





                                      12
<PAGE>   24

         3.5        ADDITIONAL MATTERS.  All matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
the Required Lenders.


                                   ARTICLE IV
                                   ----------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                    Each of the Borrowers hereby expressly remakes, in favor of
the Lenders and the Agent, all of the representations and warranties set forth
in Article IV of the Agreement, as amended hereby, and in any other Loan
Document, and represents and warrants that all such representations and
warranties, as each has been supplemented, if applicable, remain true and
unbreached in all material respects, except as affected by the transactions
contemplated in the Agreement and this Second Amendment and except for such
representations and warranties which may be limited to the date made.


                                   ARTICLE V
                                   ---------

                                  RATIFICATION
                                  ------------

                    Each of the parties hereto does hereby adopt, ratify, and
confirm the Agreement and each other Loan Document to which it is a party, in
all things in accordance with the terms and provisions thereof, as amended by
this Second Amendment.


                                   ARTICLE VI
                                   ----------

                                 MISCELLANEOUS
                                 -------------

         6.1        SCOPE OF AMENDMENT.  The scope of this Second Amendment is
expressly limited to the matters addressed herein and this Second Amendment
shall not operate as a waiver of any past, present, or future breach, Default,
or Event of Default under the Agreement, except to the extent, if any, that any
such breach, Default, or Event of Default is remedied by the effect of this
Second Amendment.

         6.2        AGREEMENT AS AMENDED.  All references to the Agreement in
any document heretofore or hereafter executed in connection with the
transactions contemplated in the Agreement shall be deemed to refer to the
Agreement as amended by this Second Amendment.

         6.3        SUCCESSORS AND ASSIGNS; RIGHTS OF THIRD PARTIES.  All
covenants and agreements by each of the Borrowers in this Second Amendment
shall be binding upon such Borrower and its legal representatives, successors,
and assigns and shall inure to the benefit of the Agent and each of the Lenders
and their legal representatives, successors, and assigns.  All provisions of
this





                                      13
<PAGE>   25
Second Amendment, the Agreement, and the other Loan Documents are imposed
solely and exclusively for the benefit of the Borrowers, the Agent, and the
Lenders.  No other Person shall have standing to require satisfaction of such
provisions in accordance with their terms, and any or all of such provisions
may, subject to the provisions of Section 9.9 of the Agreement as to the rights
of the Lenders, be freely waived in whole or in part by the Agent at any time
if in its sole discretion it deems it advisable to do so.

         6.4        FURTHER ASSURANCES.  Each of the Borrowers shall execute,
acknowledge, and deliver, at any time as requested by the Agent, such other
documents and instruments as the Required Lenders shall deem necessary in their
sole discretion to fulfill the terms of the Agreement, as amended hereby,
including, without limitation, modifications of and amendments to any of the
Loan Documents.

         6.5        GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE DEEMED TO BE
                    -------------
A CONTRACT MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW).

         6.6        ENTIRE AGREEMENT; NO ORAL AGREEMENTS.  THIS SECOND
                    ------------------------------------
AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER
WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF.
FURTHERMORE IN THIS REGARD, THIS WRITTEN SECOND AMENDMENT, THE AGREEMENT, AND
THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT
AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

         6.7        JURISDICTION AND VENUE.  ALL ACTIONS OR PROCEEDINGS WITH
                    ----------------------
RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED
TO OR FROM THIS SECOND AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT MAY
BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE AGENT, IN COURTS
HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.  EACH OF THE BORROWERS HEREBY
SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN
HOUSTON, HARRIS COUNTY, TEXAS AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST
IT BY THE AGENT IN ACCORDANCE WITH THIS SECTION.

         6.8        WAIVER OF RIGHTS TO JURY TRIAL AND PUNITIVE DAMAGES.  EACH
                    ---------------------------------------------------
OF THE BORROWERS, THE AGENT, AND EACH OF THE LENDERS HEREBY (A) KNOWINGLY,
VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR
ARISES OUT OF THIS SECOND AMENDMENT, THE AGREEMENT, OR ANY OTHER LOAN DOCUMENT
OR THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER IN THE ENFORCEMENT OF ANY
OF THE TERMS OR PROVISIONS OF THIS SECOND AMENDMENT, THE





                                      14
<PAGE>   26
AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO, (B)
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES,
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, AND (C) CERTIFIES THAT NO PARTY HERETO NOR ANY
REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS.  THE PROVISIONS OF THIS
SECTION ARE A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO
THIS SECOND AMENDMENT.

                    Executed effective as of the 29th day of March, 1995.


                                        BORROWERS:

                                        BELDEN & BLAKE CORPORATION
                                                                            
                                                                            
                                        By: /s/ H.S. Belden IV              
                                           ---------------------------------
                                        Printed Name: H.S. Belden IV        
                                                     -----------------------
                                        Title: Chief Executive Officer      
                                              ------------------------------






                                        THE CANTON OIL & GAS COMPANY
                                                                            
                                                                            
                                        By: /s/ H.S. Belden IV              
                                           ---------------------------------
                                        Printed Name: H.S. Belden IV        
                                                     -----------------------
                                        Title: Chief Executive Officer      
                                              ------------------------------
 


                                        PEAKE ENERGY, INC.
                                                                            
                                                                            
                                        By: /s/ H.S. Belden IV              
                                           ---------------------------------
                                        Printed Name: H.S. Belden IV        
                                                     -----------------------
                                        Title: Chief Executive Officer      
                                              ------------------------------
 


                                        WARD LAKE DRILLING, INC.
                                                                            
                                                                            
                                        By: /s/ R.L. Clements 
                                           ---------------------------------
                                        Printed Name: R.L. Clements 
                                                     -----------------------
                                        Title: Chief Executive Officer      
                                              ------------------------------
 


                      (Signatures Continued on Next Page)





                                      15
<PAGE>   27
                                        AGENT AND LENDER:
                                        
                                        BANK ONE, TEXAS, NATIONAL
                                        ASSOCIATION
                                        
                                    
                                        By: /s/ Beth Hunter
                                           ---------------------------------
                                        Printed Name: Elizabeth W. Hunter
                                                     -----------------------
                                        Title: Vice President
                                              ------------------------------



                                        LENDER:

                                        NBD BANK, N.A.

                                                                            
                                        By: /s/ Joseph C. Giempetroni
                                           ---------------------------------
                                        Printed Name: Joseph C. Giempetroni 
                                                     -----------------------
                                        Title: Vice President
                                              ------------------------------


                                    








                                      16
<PAGE>   28
                                   EXHIBIT A
                                   ---------

                                 FORM OF NOTES
                                 -------------

$[__________]                   Houston, Texas                  March 29, 1995

                 FOR VALUE RECEIVED, the undersigned (whether one or more,
"MAKER") promise to pay to the order of [______________________________]
("PAYEE"), at its banking quarters in [_______], [______] County, [_____], the
sum of [_____] MILLION DOLLARS ($[_________]), or so much thereof as may be
advanced against this Note pursuant to the Credit Agreement dated of even date
herewith by and between Maker, Payee, and others (as amended, supplemented, or
restated from time to time, the "CREDIT AGREEMENT"), together with interest at
the rate and calculated as provided in the Credit Agreement.  The indebtedness
evidenced by this Note, both principal and interest, is payable as provided in
the Credit Agreement.

                 Subject to compliance with applicable provisions of the Credit
Agreement, Maker may at any time pay the full amount or any part of this Note
without the payment of any premium or fee, but such payment shall not, until
this Note is fully paid and satisfied, excuse the payment as it becomes due of
any payment on this Note provided for in the Credit Agreement.

                 This Note is issued pursuant to, is a "Note" under, and is
entitled to all benefits of, the Credit Agreement; and reference is made to the
Credit Agreement for matters governed thereby, including, without limitation,
certain events which will entitle the holder hereof to accelerate the maturity
of all amounts due hereon.

                 This Note is issued, in whole or in part, in renewal and
extension, but not in novation or discharge, of the remaining principal balance
of that certain Promissory Note dated November 15, 1993, in the original
principal amount of $[__________], executed by Belden & Blake Corporation, The
Canton Oil & Gas Company, Peake Energy, Inc., and Peake Operating Company and
payable to the order of Payee.

                 THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS OF THE STATE OF TEXAS; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL
                            -----------------                -----------
STATUTES, ARTICLE 5069, CHAPTER 15 (WHICH REGULATES CERTAIN REVOLVING CREDIT
---------
LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.


                                              BELDEN & BLAKE CORPORATION


                                              By:_______________________________
                                              Printed Name:_____________________
                                              Title:____________________________





                                     A-i
<PAGE>   29
                                              THE CANTON OIL & GAS COMPANY


                                              By:_______________________________
                                              Printed Name:_____________________
                                              Title:____________________________


                                              PEAKE ENERGY, INC.


                                              By:_______________________________
                                              Printed Name:_____________________
                                              Title:____________________________


                                              WARD LAKE DRILLING, INC.


                                              By:_______________________________
                                              Printed Name:_____________________
                                              Title:____________________________





                                     A-ii