SUPPLEMENTAL INDENTURE
                      among MAGNUM HUNTER RESOURCES, INC.,
                    the SUBSIDIARY GUARANTORS parties hereto
                                       and
             FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as trustee


         THIS SUPPLEMENTAL  INDENTURE (the "Supplemental  Indenture") is made as
of the ____th day of January, 1999 by and among Magnum Hunter Resources, Inc., a
Nevada  corporation  (the  "Company"),  and  each of the  Subsidiary  Guarantors
signatory  hereto (the "Initial  Guarantors"),  and First Union National Bank of
North Carolina, as trustee (the "Trustee").

                                    RECITALS:

         WHEREAS,  the  Company,  the Initial  Guarantors  and the Trustee  have
entered into an indenture dated as of May 29, 1997 (the  "Indenture") (all terms
defined in the  Indenture  shall  have the same  meanings  in this  Supplemental
Indenture unless otherwise defined herein);

         WHEREAS,  Article Nine of the Indenture  provides a manner by which the
Indenture  may be amended with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes; and

         WHEREAS,  the  Holders of at least a majority  in  aggregate  principal
amount of the  outstanding  Notes have  delivered said consents to the Company's
tabulation agent; and

         WHEREAS,  pursuant  to and  in  accordance  with  Section  9.02  of the
Indenture,  and with the  consent  of the  Holders  of at  least a  majority  in
aggregate  principal amount of the outstanding  Notes, the Company,  the Initial
Guarantors  and  the  Trustee  have  agreed  to  enter  into  this  Supplemental
Indenture;

         NOW, THEREFORE,  each party hereto agrees as follows for the benefit of
each other  party and for the equal and  ratable  benefit of the  Holders of the
Notes:

 1. Section 4.10 of the Indenture is amended to read in its entirety as follows:

    SECTION 4.10. Limitation on Restricted Payments.

     The Company  will not,  and will not cause or permit any of its  Restricted
Subsidiaries to, directly or indirectly,

     (i)  declare  or pay any  dividend  or make any  distribution  (other  than
dividends or distributions  made to the Company or any  Wholly-Owned  Restricted
Subsidiary  and other than any  dividends  or  distributions  payable  solely in
Qualified  Capital  Stock of the  Company  or  warrants,  rights or  options  to
purchase or acquire  shares of Qualified  Capital Stock of the Company) on or in
respect  of  shares  of the  Capital  Stock  of the  Company  or any  Restricted
Subsidiary to holders of such Capital Stock;

     (ii) purchase,  redeem or otherwise acquire or retire for value any Capital
Stock of the Company or any  Restricted  Subsidiary or any  warrants,  rights or
options to purchase or acquire  shares of any class of such Capital  Stock other
than through the exchange  therefor  solely of  Qualified  Capital  Stock of the
Company  or  warrants,  rights or  options  to  purchase  or  acquire  shares of
Qualified Capital Stock of the Company;

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     (iii) make any principal  payment on, purchase,  defease,  redeem,  prepay,
decrease or otherwise acquire or retire for value,  prior to any scheduled final
maturity,   scheduled   repayment  or  scheduled   sinking  fund  payment,   any
Indebtedness  of the Company or a Subsidiary  Guarantor  that is  subordinate or
junior  in  right  of  payment  to the  Notes  or  such  Subsidiary  Guarantor's
Guarantee, as the case may be; or

     (iv) make any Investment (other than a Permitted Investment)

     (each of the foregoing  actions set forth in clauses (i),  (ii),  (iii) and
(iv)  being  referred  to as a  "Restricted  Payment"),  if at the  time of such
Restricted Payment or immediately after giving effect thereto,  (a) a Default or
an Event of Default shall have occurred and be continuing, or (b) the Company is
not able to  incur  at  least  $1.00  of  additional  Indebtedness  (other  than
Permitted  Indebtedness)  in compliance  with Section 4.12, or (c) the aggregate
amount of Restricted  Payments (including such proposed Restricted Payment) made
subsequent to the Issue Date (the amount  expended for such  purposes,  if other
than in  cash,  being  the fair  market  value of such  property  as  determined
reasonably  and in good faith by the Board of Directors  of the  Company)  shall
exceed the sum of:

     (A)  50%  of the  cumulative  Consolidated  Net  Income  (or if  cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company
earned  subsequent  to the  Issue  Date and on or prior to the last  date of the
Company's  fiscal quarter  immediately  preceding such  Restricted  Payment (the
"Reference Date") (treating such period as a single accounting period); plus

     (B) 100% of the aggregate  net cash  proceeds  received by the Company from
any Person (other than a Restricted Subsidiary of the Company) from the issuance
and sale  subsequent to the Issue Date and on or prior to the Reference  Date of
Qualified Capital Stock of the Company; plus

     (C)  without  duplication  of  any  amounts  included  in  the  immediately
preceding  subclause  (B), 100% of the aggregate net cash proceeds of any equity
contribution  received by the  Company  from a holder of the  Company's  Capital
Stock  (excluding in the case of the immediately  preceding  clause (B) and this
clause (C), any net cash proceeds from an Equity  Offering to the extent used to
redeem the Notes); plus

     (D) an amount equal to the net  reduction in  Investments  in  Unrestricted
Subsidiaries resulting from dividends, interest payments, repayments of loans or
advances,  or other  transfers  of cash,  in each case to the  Company or to any
Restricted Subsidiary of the Company from Unrestricted Subsidiaries (but without
duplication of any such amount included in calculating  cumulative  Consolidated
Net Income of the Company), or from redesignations of Unrestricted  Subsidiaries
as Restricted  Subsidiaries  (in each case valued as provided in Section  4.14),
not to  exceed,  in the  case of any  Unrestricted  Subsidiary,  the  amount  of
Investments  previously made by the Company or any Restricted Subsidiary in such
Unrestricted Subsidiary and which was treated as a Restricted Payment hereunder;
plus

     (E) without  duplication  of the  immediately  preceding  subclause (D), an
amount equal to the lesser of the cost or net cash  proceeds  received  upon the
sale or other  disposition of any Investment made after the Issue Date which had
been treated as a

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     Restricted Payment (but without  duplication of any such amount included in
calculating cumulative Consolidated Net Income of the Company).

     Notwithstanding  the  foregoing,  the  provisions  set forth above will not
prohibit:

     (1) The payment of any dividend or redemption  payment within 60 days after
the date of  declaration  of such dividend or the  applicable  redemption if the
dividend or redemption payment, as the case may be, would have been permitted on
the date of declaration;

     (2)  If no  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing,  the  acquisition  of any  shares of Capital  Stock of the  Company,
through the application of net proceeds of a  substantially  concurrent sale for
cash  (other  than to a  Restricted  Subsidiary  of the  Company)  of  shares of
Qualified Capital Stock of the Company;

     (3)  If no  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing,  the  acquisition of any  Indebtedness  of the Company or Subsidiary
Guarantor that is subordinate or junior in right of payment to the Notes or such
Subsidiary  Guarantor's  Guarantee,  as the case may be,  either  (a)  solely in
exchange  for shares of  Qualified  Capital  Stock of the  Company or  warrants,
rights or options to purchase or acquire  shares of Qualified  Capital  Stock of
the Company,  or (b) through the  application of net proceeds of a substantially
concurrent sale for cash (other than to a Restricted  Subsidiary of the Company)
of (i) shares of  Qualified  Capital  Stock of the  Company or (ii)  Refinancing
Indebtedness;

     (4)  If no  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing,  the  redemption of the TCW Preferred  Stock to the extent  required
pursuant to the terms thereof as a result of the Company not having  received at
least $15 million of net cash proceeds from the issuance and sale by the Company
of Common Stock; and

     (5)  If no  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing,  the payment of (i)  dividends on the TCW  Preferred  Stock and (ii)
cumulative  cash  dividends  of up to 8% per annum with  respect  to  additional
preferred  stock  of the  Company  with a  liquidation  preference  of up to $50
million,  if such  additional  preferred  stock is issued to ONEOK,  Inc. (or an
affiliate) on or before March 31, 1999; and

     (6)  The  initial  designation  of  Hunter  Butcher  International  Limited
Liability Company as an Unrestricted Subsidiary.

     In determining the aggregate amount of Restricted  Payments made subsequent
to the Issue Date in accordance  with clause (c) of this Section  4.10,  amounts
expended  pursuant to clauses  (1),  (2),  (4), (5) and (6) shall be included in
such calculation.


     2.  Section  9.04 of the  Indenture  is amended to read in its  entirety as
follows:

                

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<PAGE>

     SECTION 9.04. Revocation and Effect of Consents.


     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Note or  portion  of a Note that  evidences  the same  debt as the  consenting
Holder's Note, even if notation of the consent is not made on any Note.  Subject
to the following paragraph,  any such Holder or subsequent Holder may revoke the
consent  as to such  Holder's  Note or  portion  of such  Note by  notice to the
Trustee or the Company received before the date on which the Trustee receives an
Officers'  Certificate  certifying  that the Holders of the requisite  principal
amount of Notes have consented (and not theretofore revoked such consent) to the
amendment,  supplement  or waiver.  An amendment,  supplement or waiver  becomes
effective upon receipt by the Trustee of such Officers' Certificate and evidence
of consent by the Holders of the  requisite  percentage  in principal  amount of
outstanding Notes.

     The Company may,  but shall not be obligated  to, fix a Record Date for the
purpose of  determining  the  Holders  entitled  to  consent  to any  amendment,
supplement or waiver. If a Record Date is fixed, then notwithstanding the second
sentence of the immediately preceding paragraph,  those Persons who were Holders
at such Record Date (or their duly designated proxies),  and only those Persons,
shall be entitled to revoke any consent  previously  given,  whether or not such
Persons  continue to be Holders after such Record Date. No such consent shall be
valid or effective for more than 90 days after such Record Date unless  consents
from Holders of the  requisite  percentage  in principal  amount of  outstanding
Notes required  hereunder for the effectiveness of such consents shall have also
been given and not revoked within such 90 day period.


     3. Upon the  execution and delivery of this  Supplemental  Indenture by the
Company,  the  Initial  Guarantors  and the  Trustee,  the  Indenture  shall  be
supplemented in accordance herewith,  and this Supplemental Indenture shall form
a part of the Indenture for all purposes,  and every Holder of Notes  heretofore
or hereafter  authenticated  and delivered  under the  Indenture  shall be bound
thereby.

     4. Except as  supplemented  hereby,  all provisions in the Indenture  shall
remain in full force and effect.  This  Supplemental  Indenture  is an indenture
supplemental to and in  implementation  of the Indenture,  and the Indenture and
this Supplemental Indenture shall henceforth be read and construed together. The
Indenture  as  supplemented  by this  Supplemental  Indenture is in all respects
confirmed and preserved.

     5. In case any provision of this  Supplemental  Indenture shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     6.  Nothing in this  Supplemental  Indenture,  the  Indenture or the Notes,
express or implied,  shall give to any Person, other than the parties hereto and
thereto and their successors  hereunder and thereunder and the Holders of Notes,
any  benefit  of any  legal  or  equitable  right,  remedy  or claim  under  the
Indenture, this Supplemental Indenture or the Notes.

     7. The recitals  contained  herein shall be taken as the  statements of the
Company,  and the Trustee assumes no responsibility  for their  correctness.  In
entering into this Supplemental Indenture,  the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the  liability  of or  affording  protection  to  the  Trustee,  whether  or not
elsewhere herein so provided.


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<PAGE>



     8. This  Supplemental  Indenture  shall be  governed  by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of law principles thereof.

     9. This  Supplemental  Indenture may be executed in  counterparts,  each of
which,  when so  executed,  shall  be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same instrument.


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                                   SIGNATURES

     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Supplemental
Indenture to be duly executed as of the date first written above.

                                    MAGNUM HUNTER RESOURCES, INC.


                                 By:
                               Name:
                              Title:


                                    MAGNUM HUNTER PRODUCTION, INC., as Guarantor


                                 By:
                               Name:
                              Title:


                                    GRUY PETROLEUM MANAGEMENT COMPANY,  as
                                    Guarantor


                                 By:
                               Name:
                              Title:


                                    HUNTER GAS GATHERING, INC., as Guarantor


                                 By:
                               Name:
                              Title:


                                    RAMPART PETROLEUM, INC., as Guarantor


                                 By:
                               Name:
                              Title:


                                    CONMAG ENERGY CORPORATION, as Guarantor


                                 By:
                               Name:
                              Title:

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<PAGE>


                                    FIRST UNION NATIONAL BANK OF NORTH
                                    CAROLINA, as Trustee


                                 By:
                               Name:
                              Title:










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