SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     This Second Amendment to Second Amended and Restated Credit Agreement (this
"Amendment"),  dated as of December  23,  1998,  is by and among  MAGNUM  HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit Agreement referred to below), BANKERS TRUST COMPANY, individually, as
administrative  agent (in such  capacity,  together with its  successors in such
capacity,  the  "Administrative  Agent"),  and as an  issuing  bank,  CIBC INC.,
individually  and as  syndication  agent  (in such  capacity  together  with its
successors in such capacity,  the "Syndication  Agent"),  and PARIBAS,  a French
bank acting through its Houston Agency,  individually,  as collateral  agent (in
such capacity,  together with its successors in such capacity,  the  "Collateral
Agent"),  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  Syndication  Agent,  the  Collateral  Agent,  and the  Documentation  Agent
(collectively,  the"Agents")  entered  into  that  certain  Second  Amended  and
Restated  Credit  Agreement dated as of June 1, 1998, as amended by that certain
First  Amendment to Second  Amended and Restated  Credit  Agreement  dated as of
September  4,  1998 (as the same has  been  and may in the  future  be  amended,
modified, or supplemented from time to time, 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,  immediately  prior to the  execution of this  Amendment,  Toronto
Dominion (Texas),  Inc. assigned 100% of its interest under the Credit Agreement
to Bankers Trust Company and CIBC,  Inc.,  thereby  increasing the Commitment of
Bankers  Trust Company to  $39,148,351.65  and the  Commitment of CIBC,  Inc. to
$39,148,351.65; and

     WHEREAS, the Borrower has requested that the Banks and the Agents amend the
Credit Agreement to (i) temporarily  increase the Borrowing Base to $70,000,000,
(ii)  amend the  Consolidated  Interest  Coverage  Ratio,  (iii)  amend  certain
provisions  relating to  determinations  of the Borrowing  Base,  (iv) amend the
definition of Applicable  Margin,  and (v) amend certain other provisions of the
Credit Agreement as set forth herein; and

     WHEREAS, the Banks and the Agents are willing to amend the Credit Agreement
and otherwise agree as hereinafter provided; and

     WHEREAS,  the  Borrower,  the Banks and the  Agents now desire to amend the
Credit Agreement as herein set forth.

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

                                   ARTICLE II

                                   Definitions

     Section 2.2 Definitions.  Capitalized terms used in this Amendment,  to the
extent not  otherwise  defined  herein,  shall  have the same  meaning as in the
Credit Agreement, as amended hereby.



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 1

<PAGE>



                                   ARTICLE IV

                                   Amendments

     Section 4.2 Amendment to Section 1.1.  Section 1.1 of the Credit  Agreement
is amended as follows:

     (a) the  definition of  "Applicable  Margin" is amended and restated in its
entirety to read as follows:

     "Applicable   Margin"  means  (a)  during  all  times  when  the  aggregate
outstanding principal balance of the Loans is greater than $65,000,000, a margin
equal to 2.25% for  Eurodollar  Loans and  1.00%  for Base Rate  Loans,  and (b)
during all times when the aggregate  outstanding  principal balance of the Loans
is less than or equal to $65,000,000, the margin set forth in the following grid
and  determined  to be the  applicable  percentage  pursuant  to  the  Borrowing
Percentage,  which  Applicable  Margin  shall  change as and when the  Borrowing
Percentage changes:


<TABLE>
<CAPTION>
<S>                                                         <C>                      <C>    

Borrowing Percentage                                          Applicable             Applicable Margin for
                                                              Margin for                Base Rate Loans
                                                           Eurodollar Loans
Greater than 75%                                                 2.00%                       0.75%
Greater than 50% but less than or equal to 75%                   1.75%                       0.50%
Greater than or equal to 25% but less than or                    1.50%                       0.50%
equal to 50%
Less than 25%                                                     1.25%                      0.50%
=====================================================  =========================  ===========================
</TABLE>

     (b) the definition of  "Commitment" is amended and restated in its entirety
to read as follows:

     "Commitment"  means,  as to each Bank,  the obligation of such Bank to make
Loans and purchase  participations  in Letters of Credit pursuant to Section 3.1
in an  aggregate  principal  amount  at any one time  outstanding  up to but not
exceeding the amount set forth  opposite the name of such Bank on Annex I to the
Second  Amendment to Second Amended and Restated  Credit  Agreement  dated as of
December 23, 1998,  under the heading  "Commitment,"  or in the  Assignment  and
Acceptance pursuant to which such Bank assumed its Commitment,  as applicable as
the same may be (a) reduced  pursuant to Section 2.7 or  terminated  pursuant to
Section 2.7 or 12.2 and (b) reduced or increased  from time to time  pursuant to
assignments  by or to such Bank  pursuant to Section 14.7.  Notwithstanding  the
foregoing, the term "Commitment" is used only to determine the maximum amount of
Loans that may be available  under this Agreement and to determine the amount of
the master note to be executed in favor of each Bank, and the actual amount that
each Bank is committed to lend under this  Agreement is limited to the amount of
the Borrowing Base.

     (c) the following new definitions are hereby added to such section in their
respective alphabetical order:

     "Investments" means any advances,  loans,  extensions of credit, or capital
contributions  to or  investments  in,  or  purchases  of stock,  bonds,  notes,
debentures


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 2

<PAGE>



     or other  securities  of, any Person  (other  than of the  Borrower  or any
Restricted Subsidiary).

     "New  Investments"  means the aggregate  amount of any  Investments for the
period from December 23, 1998 through and including the  Termination  Date. "New
Investments"  shall not include any  investment  by the Borrower in Tel Offshore
Trust which is reacquired after a transfer of such interest.

     "ONEOK Preferred Stock" means the shares of 8% convertible  preferred stock
issued by the Borrower to ONEOK, Inc. in exchange for the contribution by ONEOK,
Inc. of $50,000,000 in equity.

     "Tel Transfer  Value" means an amount equal to (a) the net investment  (the
difference of the Borrower's  acquisition cost, minus any distributions received
by the Borrower since the date of  acquisition)  of the Borrower in Tel Offshore
Trust which is  transferred  to an  Unrestricted  Subsidiary,  minus (b) the net
investment  (the  difference  of the  Borrower's  acquisition  cost,  minus  any
distributions  received by the Borrower  since the date of  acquisition)  of the
Borrower  in Tel  Offshore  Trust  which  is  reacquired  from  an  Unrestricted
Subsidiary after a transfer of such interest.

     "Tel  Pledge  Value"  means  the  net  investment  (the  difference  of the
Borrower's  acquisition cost, minus any distributions received since the date of
acquisition) of the Borrower in Tel Offshore Trust which is subject to a Lien.

     Section 4.4 Amendment to Section 2.8.  Section 2.8 of the Credit  Agreement
is amended as follows:

     (a) by  adding  the  following  language  immediately  following  the sixth
sentence of existing Section 2.8:

     Notwithstanding  anything contained herein to the contrary, with respect to
the  Engineering  Report  received  on or prior to March 1, 1999 for the  period
ending   December  31,  1998,  the   Administrative   Agent  shall  provide  the
redetermined  Borrowing  Base in  writing  to the Banks by March 21,  1999.  The
Administrative  Agent  shall  then  notify  the  Borrower  of  the  redetermined
Borrowing Base on or prior to April 1, 1999.

     (b) by adding the following new Section 2.8(d) at the end of such Section:

     (d)  Notwithstanding  anything  contained in the foregoing to the contrary,
effective as of December 23, 1998 and continuing  through February 28, 1999, the
Borrowing Base shall be increased to $70,000,000;  provided, that, to the extent
any  mandatory  prepayments  are  made  from the  proceeds  of  capital  markets
transactions or asset sales pursuant to Section 4.5(f), the Borrowing Base shall
be  simultaneously  reduced by the amount of such  mandatory  prepayments  to an
amount not less than $65,000,000.

     Section 4.6 Amendment to Section 4.5.  Section 4.5 of the Credit  Agreement
is amended as follows:

     (a) by amending  and  restating  Section  4.5(a) in its entirety to read as
follows:

     (a) If at any time a Borrowing Base Deficiency  exists,  the Administrative
Agent  shall  send  the  Borrower  a  Payment  Notice  and  the  Borrower  shall
immediately  (except  in the case of a  redetermination  of the  Borrowing  Base
pursuant to Section 2.8(b)


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 3

<PAGE>



     and except with respect to a redetermination of the Borrowing Base based on
the  Engineering  Report for the period  ending  December  31,  1998) prepay the
outstanding  Loans by the amount of the Borrowing Base Deficiency,  plus accrued
and unpaid interest on the amount so prepaid in accordance with this Section 4.5
unless  Borrower  exercises the option to increase the Collateral as provided by
Section  4.6.  With  respect to a Borrowing  Base  Deficiency  resulting  from a
redetermination  of the Borrowing Base based on the  Engineering  Report for the
period ending  December 31, 1998,  the Borrower shall have 60 days to prepay the
outstanding  Loans by the amount of the Borrowing Base Deficiency,  plus accrued
and  unpaid  interest  on the amount so  prepaid  or to  exercise  the option to
increase  the  Collateral  as provided by Section  4.6. If within 30 days of the
date  Borrower  receives a Payment  Notice  (other  than in respect of a Payment
Notice with  respect to a  redetermination  of the  Borrowing  Base based on the
Engineering Report for the period ending December 31, 1998) the Borrower has not
prepaid the Loans by the amount of the  Borrowing  Base  Deficiency  or complied
with Section 4.6 hereof,  the amount of the Borrowing Base  Deficiency  shall be
due and payable in six monthly installments,  each in the amount of one-sixth of
the principal amount of the Borrowing Base  Deficiency,  plus accrued and unpaid
interest  thereon,  with  the  first  such  installment  being  due and  payable
immediately  (and in any  event,  within 33 days  after  Borrower  received  the
Payment Notice).  During any period of time in which a Borrowing Base Deficiency
has occurred  and is  continuing,  the  Obligations  shall bear  interest at the
Borrowing Base Deficiency Rate.

     (b) by adding the following new Section 4.5(f) at the end of such section:

     (f) During the period from December 23, 1998 through  February 28, 1999, if
Borrower  receives any proceeds from any capital  markets  transactions or asset
sales in excess of  $5,000,000,  Borrower shall apply the proceeds from any such
transaction to reduce the aggregate  outstanding principal balance of the Loans;
provided that Borrower shall not be required to reduce the principal  balance of
the Loans to an amount less than  $50,000,000.  If  applicable,  on February 28,
1999, Borrower shall make a prepayment of principal on the Notes equal an amount
sufficient to reduce the aggregate outstanding principal balance of the Loans to
$50,000,000.  The Borrowing Base shall be  simultaneously  reduced in connection
with any mandatory  prepayments  prior to February 28, 1999 from the proceeds of
capital markets transactions or asset sales pursuant to Section 2.8(d).

     Section 4.8 Amendment to Section  9.1(j).  Subsection (i) of Section 9.1(j)
of the Credit  Agreement is amended by deleting the phrase "On or before April 1
of each calendar year" and substituting therefor:

     On or before March 1, 1999 and on or before April 1 of each  calendar  year
thereafter

     Section 4.10  Amendment to Section 10.2.  Section 10.2 is amended by adding
thereto a new clause (o), reading as follows:

     (n) Liens on the  Borrower's  ownership  interest  in Tel  Offshore  Trust;
provided,  that, the sum of (i) the Tel Pledge Value, plus (ii) the Tel Transfer
Value,  plus  (iii) the New  Investments  shall not  exceed  $12,500,000  in the
aggregate  for the period from  December  23, 1998  through  and  including  the
Termination Date.

     Section 4.12 Amendment to Section 10.4. Section 10.4 is amended by deleting
the word "and" from the exceptions found therein and by adding to the exceptions
a new clause reading as follows:

     and (iv) dividends payable on the ONEOK Preferred Stock.


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 4

<PAGE>



     Section  4.14  Amendment  to  Section  10.5.  Section  10.5  of the  Credit
Agreement is hereby amended as follows:

     (a) by amending and restating the introductory paragraph of such section in
its entirety to read as follows:

     The  Borrower  will not,  and will not  permit  any  Restricted  Subsidiary
(without duplication) to make, any New Investment in excess of the lesser of (i)
$5,000,000  in the aggregate  per each  six-month  period ending on March 31 and
September 30 of each year or (ii)  $12,500,000  in the  aggregate for the period
from December 23, 1998 through and including the  Termination  Date,  except the
following:

     (b) by  amending  and  restating  clause  (g) in its  entirety  to  read as
follows:

     (g) the ownership interest in Tel Offshore Trust;

     (C) by adding thereto new clause (i), reading as follows:

     (i) the contribution of the Borrower's  ownership  interest in Tel Offshore
Trust to an  Unrestricted  Subsidiary;  provided,  that,  the sum of (i) the Tel
Pledge Value,  plus (ii) the Tel Transfer Value,  plus (iii) the New Investments
shall not exceed  $12,500,000  in the aggregate for the period from December 23,
1998 through and including the Termination Date.

     Section  4.16  Amendment  to  Section  10.8.  Section  10.8  of the  Credit
Agreement  is amended by  deleting  the "or"  immediately  preceding  clause (f)
adding the following new clause (g) at the end of such section:

     (g) the transfer to an Unrestricted Subsidiary or pledge by the Borrower of
its ownership interest in Tel Offshore Trust; provided, that, the sum of (i) the
Tel  Pledge  Value,  plus  (ii)  the Tel  Transfer  Value,  plus  (iii)  the New
Investments  shall not exceed  $12,500,000  in the aggregate for the period from
December 23, 1998 through and including the Termination Date.

     Section  4.18  Amendment  to  Section  11.1.  Section  11.1  of the  Credit
Agreement is amended and restated in its entirety to read as follows:

     Section 11.1  Consolidated  Interest  Coverage Ratio. The Borrower will not
permit its Consolidated  Interest Coverage Ratio, measured as of last day of any
calendar quarter for the 12 month period then ended, to be less than (a) 1.25 to
1.0 for the calendar  quarters  ending  December 31, 1998 through June 30, 1999,
(b) 1.50 to 1.0 for the  calendar  quarters  ending  September  30, 1999 through
December 31, 1999,  (c) 1.75 to 1.0 for the calendar  quarters  ending March 31,
2000 through June 30, 2000 and (d) 2.00 to 1.0 for the calendar  quarter  ending
September 30, 2000 and thereafter.



                                   ARTICLE VI

                              Conditions Precedent

     Section 6.2  Conditions The  effectiveness  of this Amendment is subject to
the satisfaction of the following conditions precedent:



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 5

<PAGE>



     (b) Amendment  Documents.  The Administrative Agent shall have received all
of the  following,  each dated  (unless  otherwise  indicated)  the date of this
Amendment, in form and substance satisfactory to Agents:

     (i) This Amendment,  together with the  Acknowledgment of Guarantors,  duly
executed by all parties;

     (ii) New Notes payable to each of Bankers  Trust  Company,  CIBC,  Inc. and
Wells Fargo Bank (Texas), National Association; and

     (ii)  Such  additional  approvals,  opinion,  documents,   instruments  and
information as the Agents,  or their legal counsel,  Winstead  Sechrest & Minick
P.C., may request.

     (d)  Representations  and Warranties.  The  representations  and warranties
contained  herein and in all other Loan Documents,  as amended hereby,  shall be
true  and  correct  as of the date  hereof  as if made on the  date  hereof.  In
addition,  by execution of this Amendment,  the Borrower  hereby  represents and
warrants  that, as of the date hereof,  neither the Borrower nor any  Restricted
Subsidiary has any  Investments  except those  Investments  permitted  under the
Credit Agreement prior to this Amendment.

     (f) Amendment Fee. The Administrative  Agent shall have received payment of
an amendment fee equal to 0.25% of each Bank's Commitment as of the date hereof.

     (h) Commitment Fee. The Administrative  Agent shall have received,  for the
benefit of the Banks, an upfront  commitment fee with respect to the increase in
the Borrowing Base in the amount of $100,000.

     (j) No Event of Default.  No Event of Default  shall have  occurred  and be
continuing and no event or condition shall have occurred that with the giving of
notice  or lapse of time or both  would be an Event of  Default.  (l)  Corporate
Authorization.   All  corporate   proceedings   taken  in  connection  with  the
transactions contemplated by this Amendment and all documents,  instruments, and
other legal matters  incident  thereto shall be  satisfactory  to the Agents and
their legal counsel, Winstead Sechrest & Minick P.C.


                                  ARTICLE VIII

                                  Miscellaneous

     Section  8.2  Ratifications,  Representations  and  Warranties.  Except  as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall  continue in full force and effect.  The  representations  and  warranties
contained  herein and in all other Loan Documents,  as amended hereby,  shall be
true and correct as of, and as if made on, the date hereof.  The  Borrower,  the
Banks and the Agents  agree that the Credit  Agreement  as amended  hereby shall
continue to be legal,  valid,  binding and  enforceable  in accordance  with its
terms.

     Section 8.4 Reference to the Credit Agreement.  Each of the Loan Documents,
including the Credit  Agreement and any and all other  agreements,  documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit  Agreement as amended hereby,  are hereby
amended so that any  reference in such Loan  Documents  to the Credit  Agreement
shall mean a reference to the Credit Agreement as amended hereby.



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 6

<PAGE>



     Section 8.6 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.

     Section 8.8 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 8.10  Applicable  Law. This  Amendment and all other Loan Documents
executed  pursuant  hereto shall be governed by and construed in accordance with
the laws of the State of New York.

     Section 8.12  Successors  and Assigns.  This  Amendment is binding upon and
shall inure to the benefit of the Banks,  the Agents and the  Borrower and their
respective successors and assigns.

     Section 8.14  Counterparts.  This  Amendment may be executed in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

     Section 8.16 Headings.  The headings,  captions,  and arrangements  used in
this Amendment are for convenience only and shall not affect the  interpretation
of this Amendment.

     Section 8.18 NO ORAL AGREEMENTS.  THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL  AGREEMENTS  BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED as of the day and year first above written.

BORROWER:

MAGNUM HUNTER RESOURCES, INC.


By:
     Chris Tong
     Senior Vice President and Chief Financial Officer


ADMINISTRATIVE AGENT:

BANKERS TRUST COMPANY



By
     Name:
     Title:



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 7

<PAGE>



SYNDICATION AGENT:

CIBC INC.



By
     Name:
     Title:

DOCUMENTATION AGENT
AND COLLATERAL AGENT:

PARIBAS



By:
     Name:
     Title:


- and -


By:
     Michael H. Fiuzat
     Vice President

ISSUING BANK:

BANKERS TRUST COMPANY


By
     Name:
     Title:

BANKS:


BANKERS TRUST COMPANY


By: 
     Name: 
     Title:




SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 8

<PAGE>



CIBC INC.


By: 
     Name: 
     Title:


PARIBAS


By: 
     Name: 
     Title:

- and -

By: Michael H. Fiuzat 
    Vice President


WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION


By: 
     Name: 
     Title:






SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 9

<PAGE>



                          ACKNOWLEDGMENT BY GUARANTORS


     Each of the  undersigned  Guarantors  hereby (i)  consents to the terms and
conditions  of that  certain  Second  Amendment  to Second  Amended and Restated
Credit  Agreement  dated  December  23,  1998  (the  "Second  Amendment"),  (ii)
acknowledges  and agrees that its consent is not required for the  effectiveness
of the Second Amendment and (iii) 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 Credit  Documents and
(c) it has reviewed a copy of the Second Amendment.

Executed as of December 23, 1998.


GUARANTORS:

HUNTER GAS  GATHERING,  INC. 
GRUY  PETROLEUM  MANAGEMENT  CO.
MAGNUM HUNTER PRODUCTION, INC. 
CONMAG ENERGY CORPORATION
RAMPART PETROLEUM, INC.


By:
Name:
Title:



SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 10

<PAGE>


   ANNEX I TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                             New Commitment Amounts


Bank                                                          Commitment

Bankers Trust Company                                       $39,148,351.65

CIBC, Inc.                                                  $39,148,351.65

Paribas                                                     $28,846,153.85*

Wells Fargo Bank (Texas), National Association              $17,857,142.86


*unchanged from existing Commitment


SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT - Page 11