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Exhibit 4.3




THIRD AMENDMENT TO RIGHTS AGREEMENT




     This Third Amendment to Rights Agreement dated as of January 25, 2005 (the “Amendment”), is
between Magnum Hunter Resources, Inc., a Nevada corporation (the “Company”), and Securities
Transfer Corporation, as rights agent (the “Rights Agent”).



RECITALS:




     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of
January 6, 1998 and amended February 3, 1999 and December 15, 2001 (as amended, the “Agreement”).



     WHEREAS, the Company, Cimarex Energy Co., a Delaware corporation (“Parent”), and Cimarex
Nevada Acquisition Co., a newly-formed Nevada corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”) dated as
of the date hereof, pursuant to which Merger Sub will merged into the Company (the “Merger”).



     WHEREAS, the board of directors of the Company deems it desirable to amend the Agreement
pursuant to the provisions of Section 27 of the Agreement to make certain modifications to the
Agreement in the manner set forth below.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Defined Terms. Except as amended hereby, capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Agreement.



     Section 2. Amendments to Section 1.



     (a) Section 1 of the Agreement is amended by adding the following defined terms:




     “Merger Agreement” means that certain Agreement and Plan of Merger dated as of the date
hereof by and among the Company, Parent and Merger Sub, as it may be amended from time to
time.




     “Merger” means the merger of Merger Sub into the Company pursuant to the Merger
Agreement.




     “Parent” means Cimarex Energy Co., a Delaware corporation.




     “Merger Sub” means Cimarex Nevada Acquisition Co., a Nevada corporation.



     (b) The definition of “Acquiring Person” in Section 1 of the Agreement is amended to add the
following language at the end of such definition:



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Notwithstanding anything contained in this Agreement to the contrary, neither
Parent, Merger Sub nor any of their respective Affiliates or Associates shall become
or be an Acquiring Person solely by virtue of:




     (i) the execution, delivery and performance of the Merger
Agreement, as it may be amended from time to time hereafter; or




     (ii) the consummation of the transactions contemplated by the
Merger Agreement; or




     (iii) without limiting the generality of clauses (i) and (ii)
above, the Beneficial Ownership by any of such Persons of shares of
Common Stock as a result of its beneficial ownership of shares of
Parent common stock




unless and until such time as any such Person, together with its Affiliates and
Associates, is then the Beneficial Owner of 15% of more of the shares of Common
Stock then outstanding (including, without limitation, by virtue of Beneficial
Ownership referenced in clause (i), (ii) or (iii) above) and such Person shall then
purchase or otherwise become the Beneficial Owner of any additional shares of Common
Stock otherwise than as permitted by the Merger Agreement.



     Section 3. Addition of Section 34. Section 34 is added to the Agreement to read as follows:




     Section 34. Exception for Certain Transactions. Notwithstanding any provision of this
Agreement to the contrary, (i) neither a Distribution Date, Flip-In Event, Flip-In Trigger
Date, Flip-Over Event nor a Shares Acquisition Date shall be deemed to have occurred and
(ii) no holder of any Rights shall be entitled to exercise such Rights under, or be entitled
to any rights under, the Agreement, including, without limitation, pursuant to any of
Sections 3, 7, 11 or 13 of this Agreement, in any such case by reason of (a) the approval,
execution or delivery of the Merger Agreement, or any amendments thereof approved in advance
by the Board of Directors of the Company, (b) the adoption of the Merger Agreement by the
Company’s stockholders, (c) the exchange of Common Shares or Preferred Shares pursuant to
the Merger Agreement or (d) the consummation of any transaction contemplated by the Merger
Agreement in accordance with the provisions thereof, including the Merger provided for in
the Merger Agreement.



     Section 4. Amendments to Summary of Rights. The second full paragraph of the Summary of
Rights to Purchase Preferred Shares set forth in Exhibit C to the Agreement is amended to add the
following sentence to the end of such paragraph:




Neither Cimarex Energy Co., a Delaware corporation (“Parent”), Cimarex Nevada
Acquisition Co., a Nevada corporation (“Merger Sub”), nor any of their respective
affiliated or associated persons shall become or be an Acquiring Person as a result
of the execution, delivery and performance of that certain Agreement and Plan of
Merger dated as of January 25, 2005 among Parent, Merger Sub and the Company and any
collateral agreements and the consummation of any of the transactions



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contemplated thereby, unless Parent or Merger Sub, together with its respective
affiliated and associated persons, becomes the beneficial owner of additional shares
of Common Stock otherwise than as permitted by the Merger Agreement among Parent,
Merger Sub and the Company.



     Section 5. The term “Acquiring Person” wherever referred to in the Agreement or in any
Exhibit thereto shall be deemed not to include Parent, Merger Sub or any of their respective
Affiliates or Associates except as provided in this Amendment.



     Section 6. Severability. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     Section 7. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed entirely within such
State.



     Section 8. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     Section 9. Effect of Amendment. Except as expressly modified herein, the Agreement shall
remain in full force and effect.



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



	 	 	 	 	 	 
	 	 	MAGNUM HUNTER RESOURCES, INC.
	 
	 	 	 	 	 
	

	 	By:	 	 /s/ Morgan F. Johnston
	

	 	 	 	 
	

	 	 	 	Name:	 Morgan F. Johnston	 
	

	 	 	 	 	 
	

	 	 	 	Title:	 Sr. Vice President, General
Counsel and Secretary	 
	

	 	 	 	 	 
	 
	 	 	 	 
	 	 	SECURITIES TRANSFER CORPORATION
	 
	 	 	 	 	 
	

	 	By:	 	 /s/ Kevin Halter
	

	 	 	 	 
	

	 	 	 	Name:	 Kevin Halter Jr.	 
	

	 	 	 	 	 
	

	 	 	 	Title:	 President	 
	

	 	 	 	 	 







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