# EXHIBIT 10.6

Execution Form

WAIVER
AND FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This
Waiver and Fifth Amendment to Fourth Amended and Restated Credit Agreement (this
Amendment) dated as of November 20, 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 by that certain Fourth Amendment to Fourth
Amended and Restated Credit Agreement dated as of September 6, 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 now proposes to cause Prize Energy Resources, L.P., a Delaware limited
partnership and a Restricted Subsidiary of the Borrower (Prize), to
sell certain Oil and Gas Properties described on Exhibit A hereto (such properties, herein
the South Texas Properties); and

WHEREAS,
the Borrower also proposes that the Borrower or any of its Restricted Subsidiaries use
available cash (including certain proceeds of the South Texas Disposition) to repurchase
notes issued under the 1997 Indenture (the 1997 Notes) in an aggregate
principal amount of up to $30,000,000, in accordance with, and subject to, the terms of
this Amendment; 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. Waiver of Section 7.2.6
of Credit Agreement. Section 7.2.6 of the Credit Agreement, which restricts the
Borrower and any of its Restricted Subsidiaries from making any payment or prepayment of
principal of, or making any payment of interest on, any Indebtedness on any day other than
the stated, scheduled date for such payment or prepayment set forth in the documents and
instruments memorializing such Indebtedness, or which would violate the subordination
provisions of any Subordinated Debt (except as expressly permitted by Section 7.2.6 of the
Credit Agreement or as otherwise permitted in writing by the Administrative Agent with the
consent of the Majority Banks), is hereby waived insofar as, and only insofar as, the
Borrower or any of its Restricted Subsidiaries shall be permitted to repurchase 1997 Notes
in an aggregate principal amount of up to $20,000,000, provided, that upon the
consummation of the South Texas Disposition (defined in Section 3 below) and the receipt
by Prize of the South Texas Proceeds (defined in Section 3 below), the aggregate principal
amount of 1997 Notes that the Borrower or any of its Restricted Subsidiaries shall be
permitted to repurchase in reliance on the waiver contained in this Section 2 shall
automatically be increased to $30,000,000. The parties hereto acknowledge and agree that
the repurchase of 1997 Notes by the Borrower or any of its Restricted Subsidiaries as
permitted by this Section 2 shall not reduce the remaining availability of the Borrower or
its Restricted Subsidiaries to make other Restricted Payments in accordance with, and to
the extent permitted by, Section 7.2.6 of the Credit Agreement.

Section 3. Waiver of Section 7.2.9
of Credit Agreement. The Banks, the Agents and the Issuer hereby waive the provisions
of Section 7.2.9 of the Credit Agreement, which restricts the Borrower and any of its
Restricted Subsidiaries from selling, leasing, assigning, transferring, or otherwise
disposing of any of its assets having a fair market value in excess of $25,000, (except as
expressly permitted by Section 7.2.9 of the Credit Agreement), insofar as, and only
insofar as, Prize shall be permitted to sell, assign, transfer and convey the South Texas
Properties (the sale, transfer and conveyance of the South Texas Properties, herein the
South Texas Disposition), provided that the South Texas Disposition
shall have been consummated on or before January 31, 2003, and further
provided that concurrently with the consummation of the South Texas Disposition,
Prize shall have received Net Cash Proceeds in consideration of the sale, assignment,
transfer and conveyance of the South Texas Properties of not less than $28,000,000 (the
South Texas Proceeds). The parties hereto acknowledge and agree that the sale,
transfer and conveyance of the South Texas Properties permitted by this Section 3 shall
not reduce the remaining availability of the Borrower or its Restricted Subsidiaries to
dispose of other assets in accordance with Section 7.2.9(d) of the Credit Agreement during
the current fiscal year to the extent otherwise permitted by Section 7.2.9(d).

Section 4. Consent to Release
Liens. By executing this Amendment, each of the Banks, the Agents and the Issuer
hereby consents to the execution and delivery to the Borrower and/or its designee by the
Collateral Agent of one or more releases of Liens held by the Collateral Agent for the
benefit of the Banks, the Agents and the Issuer covering the South Texas Properties.

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Section 5. Confirmation of
Borrowing Base; Restriction on Borrowing Availability. From and after the Amendment
Effective Date until the Borrowing Base shall be redetermined in accordance with Section
2.8 of the Credit Agreement, the currently effective Borrowing Base of $250,000,000 shall
remain in effect. Notwithstanding anything to the contrary in the Credit Agreement or this
Amendment, however, the Borrower covenants and agrees that if the Borrower or any of its
Restricted Subsidiaries have not repurchased 1997 Notes having an aggregate principal
amount of at least $10,000,000 during the period from the Amendment Effective Date to and
including the date on which the South Texas Disposition is consummated, then from and
after the consummation of the South Texas Disposition until the aggregate principal amount
of all 1997 Notes repurchased by the Borrower or any of its Restricted Subsidiaries since
the Amendment Effective Date shall equal or exceed $10,000,000, the Borrower shall
maintain at all times sufficient availability under the Credit Agreement to repurchase
additional 1997 Notes in a principal amount equal to the positive difference (if any) of
(i) $10,000,000, minus (ii) the principal amount of all 1997 Notes repurchased by
the Borrower or any of its Restricted Subsidiaries from and after the Amendment Effective
Date (as evidenced by the written confirmation delivered in accordance with immediately
following sentence). Concurrently with the consummation of the South Texas Disposition
(and at such other times thereafter as the Borrower may elect), the Borrower covenants to
deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower
setting forth the principal amount of all 1997 Notes that have been repurchased by the
Borrower or any its Restricted Subsidiaries since the Amendment Effective Date together
with such other related materials as the Administrative Agent may reasonably request in
its sole discretion.

Section 6. 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 each Bank, 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 7. 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 8. Expenses. The
Borrower agrees to pay on demand all expenses set forth in Section 10.3 of the Credit
Agreement.

Section 9. 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 10. 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 11. 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.

Section 12. 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 13. Headings. The
headings, captions, and arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.

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Section 14. 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:                  
| | COMERICA BANK - TEXAS, as a BankBy: ________________________       Name:      Title:        
| | WASHINGTON MUTUAL BANK, FA, as a BankBy: __________________________       Name:      Title: 
| | HIBERNIA NATIONAL BANK, as a BankBy: __________________________      Name:      Title:      

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| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| |                                                                                                
| |                                                                                                
| | 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 Waiver and Fifth Amendment to Fourth Amended and Restated Credit Agreement dated
as of November 20, 2002 (the Fifth Amendment), (ii) acknowledges and
agrees that its consent is not required for the effectiveness of the Fifth 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 Fifth Amendment.

Executed
to be effective as of November 20, 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                                                                                                                                                                   

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