# EXHIBIT 10.5

# FOURTH AMENDMENT TO FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT

This
Fourth Amendment to Fourth Amended and Restated Credit Agreement (this
Amendment) dated as of September 6, 2002 (the Amendment
Effective Date), is by and among MAGNUM HUNTER RESOURCES, INC., a Nevada
corporation (the Borrower), each Bank (as defined in the Credit
Agreement referred to below), DEUTSCHE BANK TRUST COMPANY AMERICAS(formerly named
Bankers Trust Company), individually, as administrative agent (in such capacity, together
with its successors in such capacity, the Administrative Agent), as
collateral agent (in such capacity, together with its successors in such capacity, the
Collateral Agent), and as letter of credit issuing bank (in such
capacity, together with its successors in such capacity, the Issuer),
CIBC INC., individually and as syndication agent (in such capacity together with
its successors in such capacity, the Syndication Agent), and BNP
PARIBAS, a French bank acting through its Houston Agency, individually and as
documentation agent (in such capacity, together with its successors in such capacity, the
Documentation Agent).

R E C I T A L S:

WHEREAS,
the Borrower, each Bank then a party, the Administrative Agent, the Collateral Agent, the
Syndication Agent, the Documentation Agent (collectively, the Agents),
and the Issuer have heretofore entered into that certain Fourth Amended and Restated
Credit Agreement dated as of March 15, 2002, as amended by that certain First Amendment to
Fourth Amended and Restated Credit Agreement dated as of April 19, 2002, and by that
certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of July
3, 2002, and by that certain Third Amendment to Fourth Amended and Restated Credit
Agreement dated as of August 28, 2002, and as otherwise amended from time to time prior to
the Amendment Effective Date (the Credit Agreement), pursuant to which
the Banks have agreed to make revolving credit loans available to the Borrower under the
terms and provisions stated therein; and

WHEREAS,
the Borrower has requested that the Banks, the Agents and the Issuer amend and restate
Section 7.2.15 of the Credit Agreement as more particular set forth below; and

WHEREAS,
subject to the terms and conditions of this Amendment, the Banks, the Agents and the
Issuer are willing to enter into this Amendment;

NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

Section 1. Definitions.  Capitalized  terms used in this  Amendment,  to the extent  not  otherwise  defined
herein, shall have the same meaning as in the Credit Agreement.

Section 2. Amendment to Credit  Agreement.  Section  7.2.15 of the Credit  Agreement  is hereby  amended and
restated in its entirety as follows:

| | SECTION
7.2.15. Hedge Agreements. The Borrower and the Restricted Subsidiaries have not
entered into, and shall not enter into or assume any Hedge Agreements of the type
described in clause (ii) of the definition thereof; provided, however, that
the Borrower and the Restricted Subsidiaries may enter into or assume:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) Hedge
Agreements which provide for a floor, but not a cap in an amount not to exceed during any
calendar year 100% of the Borrowers and the Restricted Subsidiaries total
projected production from Oil and Gas Properties, which constitute Proved Producing
Reserves for such year; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) Hedge
Agreements which provide for a cap (including fixed price swaps), provided that all such
Hedge Agreements shall not cover more than,
| | ----------------------------------------------------------------------------------------------------------------------------------------------

|(i) | for the calculation period commencing on the then-current date and ending on
          the corresponding day of the eighteenth (18th) month following the
          then-current date (or if such eighteenth month has no corresponding date, then
          ending on the last day of such eighteenth month)(the Eighteen Month
          Period), the greater of (A) 90% of the Borrowers and the Restricted
          Subsidiaries total projected production of oil and 75% of the
          Borrowers and the Restricted Subsidiaries total projected production
          of natural gas, or (B) 75% of the Borrowers and the Restricted
          Subsidiaries total projected production of oil and natural gas (on an
          equivalency basis in which one (1) barrel of oil shall be equivalent to six (6)
          thousand cubic feet of natural gas), in each case from Oil and Gas Properties
          which constitute Proved Producing Reserves; and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | for the calculation period commencing on the first day immediately following
          the last day of the Eighteen Month Period and ending exactly three years after
          the then-current date, 75% of the Borrowers and the Restricted
          Subsidiaries total projected production of oil and natural gas (on an
          equivalency basis in which one (1) barrel of oil shall be equivalent to six (6)
          thousand cubic feet of natural gas) from Oil and Gas Properties which constitute
          Proved Producing Reserves;
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| | further
provided that (w) no such Hedge Agreement shall have a tenor of more than three
(3) years from the date of such Hedge Agreement; (x) in no event shall the Borrower
or its Restricted Subsidiaries enter into or assume any Speculative Transactions;
(y) all Hedge Agreements to which the Borrower or any Restricted Subsidiary is a
party shall be with counterparties acceptable to the Administrative Agent (for purposes of
this clause (y), the Banks and their respective Affiliates and ChevronTexaco, Inc., Morgan
Stanley Dean Witter, Inc., J. Aron, Inc., and Cinergy Corp. and their respective
Affiliates shall be deemed to be acceptable counterparties); and (z) all production
projections shall be equal at all times to the projections set out in the most current
Reserve Report then available for the Borrowers and the Restricted
Subsidiaries Oil and Gas Properties which constitute Proved Producing Reserves, as
revised to account for any increase or decrease anticipated because of information
obtained by the Borrower or any Restricted Subsidiary subsequent to the publication of
such Reserve Report (including actual production decline rates for existing wells and
anticipated future production increases or decreases due to new development or
acquisitions or dispositions (to the extent otherwise permitted) of Oil and Gas
Properties). As used herein, Speculative Transaction means a Hedge Agreement
which would cause the Borrower and its Restricted Subsidiaries to have in place Hedging
Agreements covering at any time more than 100% of the Borrowers and its Restricted
Subsidiaries total projected production of oil or more than 100% of the
Borrowers and its Restricted Subsidiaries total projected production of
natural gas, in each case, from Proved Producing Reserves on an individual commodity basis
(and not on an equivalency basis).
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Section 3. Conditions  Precedent.  The  effectiveness  of this Amendment is subject to the  satisfaction  of
the following conditions precedent:

|(a) | Executed Amendment. The Administrative Agent shall have received a
          counterpart of this Amendment duly executed by the Borrower, the Agents, the
          Issuer and Banks constituting at least the Majority Banks, and duly acknowledged
          by each of the Guarantors.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Other Conditions. The Borrower shall have confirmed and acknowledged to
          the Agents, the Issuer and the Banks, and by its execution and delivery of this
          Amendment the Borrower does hereby confirm and acknowledge to the Administrative
          Agent and the Banks, that (i) the execution, delivery and performance of this
          Amendment has been duly authorized by all requisite corporate action on the part
          of the Borrower; (ii) the Credit Agreement and each other Loan Document to which
          it is a party constitute valid and legally binding agreements enforceable
          against the Borrower in accordance with their respective terms, except as such
          enforceability may be limited by bankruptcy, insolvency, reorganization,
          moratorium, fraudulent transfer or other similar laws relating to or affecting
          the enforcement of creditors rights generally and by general principles of
          equity; (iii) the representations and warranties by the Borrower contained in
          the Credit Agreement and in the other Loan Documents are true and correct on and
          as of the date hereof in all material respects as though made as of the date
          hereof; and (iv) no Default or Event of Default exists under the Credit
          Agreement or any of the other Loan Documents.
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Section 4. Ratification of Credit
Agreement. Except as expressly amended, modified or waived by this Amendment, the
terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed in all respects and shall continue in full force and effect.

Section 5. Expenses. The
Borrower agrees to pay on demand all expenses set forth in Section 10.3 of the Credit
Agreement.

Section 6. Miscellaneous. (a)
On and after the effectiveness of this Amendment, each reference in each Loan Document to
this Agreement, this Note, this Mortgage, this
Guaranty, this Pledge Agreement, hereunder,
hereof or words of like import, referring to such Loan Document, and each
reference in each other Loan Document to the Credit Agreement, the
Notes, the Mortgages, the Guaranty, the Pledge
Agreement, thereunder, thereof or words of like import
referring to the Credit Agreement, the Notes, or the Mortgage, the Guaranty, the Pledge
Agreement or any of them, shall mean and be a reference to such Loan Document, the Credit
Agreement, the Notes, the Mortgage, the Guaranty, the Pledge Agreement or any of them, as
amended or otherwise modified by this Amendment; (b) the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any default of the
Borrower or any right, power or remedy of the Administrative Agent or the Banks under any
of the Loan Documents, nor constitute a waiver of any provision of any of the Loan
Documents; (c) this Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement; and (d) delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed counterpart
of this Amendment.

Section 7. Severability. Any
provisions of this Amendment held by court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment and the
effect thereof shall be confined to the provisions so held to be invalid or unenforceable.

Section 8. Applicable Law.
THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT DELIVERED PURSUANT HERETO SHALL EACH BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICT OF LAW, EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW). This Amendment constitutes the entire understanding among the parties hereto
with respect to the subject matter hereof and supersedes any prior agreements, written or
oral, with respect thereto.

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Section 9. Successors and
Assigns. This Amendment is binding upon and shall inure to the benefit of the Agents,
the Issuer, the Banks and the Borrower and their respective successors and assigns.

Section 10. Headings. The
headings, captions, and arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.

Section 11. NO ORAL
AGREEMENTS. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS
EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES WITH RESPECT TO THE MATTERS HEREIN CONTAINED, AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follow]

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EXECUTED as of the day and
year first above written.

| | BORROWER:MAGNUM HUNTER RESOURCES, INC.By:/s/Chris Tong      Name:       Chris Tong      Title:        Senior Vice President                      Chief Financial Officer                                              
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | AGENTS, BANKS AND ISSUER:DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company), as Administrative Agent, Collateral Agent, Issuer and a Bank By: ________________________      Name:      Title:
| | CIBC INC., as Syndication Agent and a Bank By: ________________________       Name:      Title:                                                                                                                       

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| | BNP PARIBAS, as Documentation Agent and a BankBy:_____________________      Name:     Title:
                    - and -
By:_____________________       Name:      Title:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | FORTIS CAPITAL CORP., as a BankBy:_____________________      Name:     Title:
                     - and -
By:_____________________      Name:     Title:                
| | BANK OF SCOTLAND, as a BankBy: ________________________       Name:       Title:                                                                                         
| | BANK OF NOVA SCOTIA, as a BankBy: ________________________      Name:      Title:                                                                                        

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| | UNION BANK OF CALIFORNIA, N.A., as a BankBy: ________________________      Name:      Title:
| | --------------------------------------------------------------------------------------------
| | COMPASS BANK, as a BankBy: ________________________      Name:      Title:                  
| | WELLS FARGO BANK TEXAS, NA, as a BankBy: ________________________       Name:      Title:   
| | COMERICA BANK - TEXAS, as a BankBy: __________________________       Name:      Title:      
| | WASHINGTON MUTUAL BANK, FA, as a BankBy: __________________________      Name:      Title:  

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| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| |                                                                                                
| | HIBERNIA NATIONAL BANK, as a BankBy: __________________________       Name:     Title:         
| | U.S. BANK NATIONAL ASSOCIATION, as a BankBy: __________________________       Name:      Title:

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ACKNOWLEDGMENT BY
GUARANTORS

Each
of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Fourth Amendment to Fourth Amended and Restated Credit Agreement dated as of
September 6, 2002 (the Fourth Amendment), (ii) acknowledges and agrees
that its consent is not required for the effectiveness of the Fourth Amendment, (iii)
ratifies and acknowledges its respective Obligations under each Loan Document to which it
is a party, and (iv) represents and warrants that (a) no Default or Event of Default has
occurred and is continuing, (b) it is in full compliance with all covenants and agreements
pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Fourth
Amendment.

Executed
to be effective as of September 6, 2002.

| | GUARANTORS:HUNTER GAS GATHERING, INC.GRUY PETROLEUM MANAGEMENT CO.MAGNUM HUNTER PRODUCTION, INC.CONMAG ENERGY CORPORATIONTRAPMAR PROPERTIES, INC. PINTAIL ENERGY, INC. PRIZE OPERATING COMPANYPEC (DELAWARE), INC.OKLAHOMA GAS PROCESSING, INC. By:  /s/Chris Tong     Name:     Chris Tong     Title:       Senior Vice President and                     Chief Financial Officer
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | PRIZE ENERGY RESOURCES, L.P.By:     Prize Operating Company,           as its general partner
By:_________________________      Name:     Senior Vice President and                     Chief Financial Officer