# EXHIBIT 10.3

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This
Second Amendment to Fourth Amended and Restated Credit Agreement (this
Amendment) dated as of July 3, 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) and as co-arranger, CIBC WORLD MARKETS
CORP., as co-arranger and DEUTSCHE BANK SECURITIES INC.(formerly named
Deutsche Banc Alex. Brown Inc.), as sole lead arranger and sole bookrunner.

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 as otherwise
amended from time to time 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 Credit Agreement be amended to modify the maximum
Funded Debt to EBITDA Ratio that the Borrower shall be permitted to maintain on the terms
and subject to the conditions as set forth herein; and

WHEREAS,
the Borrower (i) intends to sell, or cause one or more of its Subsidiaries to sell,
certain Oil and Gas Properties by an auction currently scheduled to occur in August, 2002,
and (ii) is currently evaluating the disposition of certain other Oil and Gas Properties
owned by the Borrower or one or more of its Subsidiaries by means of a monetization
transaction with a financial institution (any such monetization transaction, herein the
Monetization Transaction); provided that, for avoidance of doubt, it is
expressly acknowledged and agreed by the Borrower that nothing contained in this Amendment
shall constitute (or be deemed to constitute) consent by the Banks or the Agents to the
Borrower or any Subsidiary of the Borrower entering into the Monetization Transaction);
and

WHEREAS,
the maximum Funded Debt to EBITDA Ratio that the Borrower shall be permitted to maintain
will depend on whether the Monetization Transaction occurs; and

WHEREAS,
pursuant to Section 7.1.1(m)(ii) of the Credit Agreement, the Borrower has covenanted,
inter alios, to deliver a Reserve Report dated as of June 30, 2002, on the basis of
which the Administrative Agent and the Banks shall redetermine the Borrowing Base in
accordance with Section 2.8.2 of the Credit Agreement (such redetermination of the
Borrowing Base based on the Reserve Report dated as of June 30, 2002, herein the
2002 Mid-Year Redetermination); 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. Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

|(a) | From and after the Amendment Effective Date until the effective date of the 2002
          Mid-Year Redetermination (but only during such period), the grid contained in
          the definition of Applicable Margin set forth in Section 1.1 of the
          Credit Agreement shall be, and hereby is, amended and restated in its entirety
          to provide as set forth on the attached Annex I. For the avoidance of doubt, the
          parties hereto agree that upon the effective date of the 2002 Mid-Year
          Redetermination, the definition of Applicable Margin set forth in
          Section 1.1 of the Credit Agreement shall be further amended by deleting the
          grid set forth on the attached Annex I from such definition and inserting in its
          place the grid in effect on the day immediately preceding the Amendment
          Effective Date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Section 1.1 of the Credit Agreement is hereby amended by inserting the following
          definition of Monetization Transaction in its alphabetically
          appropriate place:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Monetization
Transaction means any monetization transaction or series of related monetization
transactions in respect of the disposition of Oil and Gas Properties owned by the Borrower
or one or more of its Subsidiaries between or among, as appropriate, the Borrower or one
or more of its Subsidiaries and another Person or Persons.

|(c) | From and after the Amendment Effective Date until the effective date of the 2002
          Mid-Year Redetermination (but only during such period), Borrowing Base Usage
          shall be deemed to be greater than 80% for purposes of Section 7.2.5(k) and
          Section 7.2.6 of the Credit Agreement, it being the intention of parties hereto
          that the Borrower shall not be permitted, and shall not permit any of its
          Subsidiaries, to make Investments pursuant to Section 7.2.5(k) of the Credit
          Agreement or Restricted Payments pursuant to the proviso contained in Section
          7.2.6 of the Credit Agreement during such period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 2

|(d) | Clause (a) of Section 7.2.4 of the Credit Agreement is hereby amended and
          restated in its entirety to provide as follows:
|--- | -----------------------------------------------------------------------------------------------------------------------------------

(a)       
          its Funded Debt to EBITDA Ratio as of any consecutive four-Fiscal Quarter period
          ending after September 30, 2001 to be greater than the ratio set forth
          opposite the ending date of such consecutive four-Fiscal Quarter period in the
          table immediately below:

|Consecutive Four-Fiscal Quarter
Period Ending | If the Monetization
Transaction Shall Not Have
Occurred | If the Monetization Transaction
Shall Have Occurred
|--------------------------------------------- | ------------------------------------------------------- | ---------------------------------------------------
|March 31, 2002                                |                                                         |                                                    
|June 30, 2002                                 |                                                         |                                                    
|September 30, 2002                            |                                                         |                                                    
|December 31, 2002                             |                                                         |                                                    
|March 31, 2003                                |                                                         |                                                    
|June 30, 2003                                 |                                                         |                                                    
|and thereafter                                |                                                         |                                                    

;
provided that the Borrower, the Administrative Agent and the Banks agree that the pro
forma Consolidated EBITDA shall equal $35,700,000.00 for the Fiscal Quarter ending
December 31, 2001, $44,700,000.00 for the Fiscal Quarter ending September 30, 2001,
$55,200,000.00 for the Fiscal Quarter ending June 30, 2001, and $69,700,000.00 for the
Fiscal Quarter ending March 31, 2001;

Section 3. No Consent to
Monetization Transaction. Nothing contained in this Amendment shall constitute (or be
deemed to constitute) consent by the Banks or the Agents to the Borrower or any Subsidiary
of the Borrower entering into the Monetization Transaction or executing any agreement
committing the Borrower or any Subsidiary of the Borrower to enter into the Monetization
Transaction. Nothing contained in this Amendment shall operate as a waiver of any breach
of the Credit Agreement by the Borrower or any Subsidiary of the Borrower that occurs as a
result of the Borrower entering into the Monetization Transaction or executing any
agreement committing the Borrower or any Subsidiary of the Borrower to enter into the
Monetization Transaction.

Section 4. 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 the Majority Banks, and duly acknowledged by each of the Guarantors.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 3

|(b) | Officers Certificate. The Administrative Agent shall have received
          a Certificate duly executed by an Authorized Officer of the Borrower setting
          forth in reasonable detail the date(s), amount(s) and recipient(s) of all (i)
          Investments made by the Borrower or any Restricted Subsidiary of the Borrower
          under Section 7.2.5(k) of the Credit Agreement, and (ii) Restricted Payments
          made by the Borrower or any Restricted Subsidiary of the Borrower under the
          proviso contained in Section 7.2.6 of the Credit Agreement, in each case during
          the period from (and including) March 15, 2002 to (and including) July 3, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 5. Ratification of Credit
Agreement. Except as expressly amended or modified 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 6. Expenses. The
Borrower agrees to pay on demand all expenses set forth in Section 10.3 of the Credit
Agreement.

Section 7. 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.

Page 4

Section 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 9. 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 10. 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 11. Headings. The
headings, captions, and arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.

Section 12. 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]

Page 5

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                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ADMINISTRATIVE AGENT, COLLATERAL AGENT AND ISSUER:DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers Trust Company)
By:_____________________     Name:        Title:     Director
| | SYNDICATION AGENT:CIBC INC.By:_____________________     Name:     Title:                                                                                                                   

Page 6

| | DOCUMENTATION AGENT:BNP PARIBASBy:_________________________      Name:     Title:                      - and -
 By:_________________________      Name:      Title:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 7

| | BANKS:DEUTSCHE BANK TRUST COMPANY AMERICAS(formerly named Bankers Trust Company)By:_____________________      Name:   
       Title:          
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | CIBC INC.By:_____________________      Name:     Title:                                                                                       
| | BNP PARIBASBy:_____________________      Name:     Title:
                    - and -
By:_____________________       Name:      Title:        
| | FORTIS CAPITAL CORP.By:_____________________      Name:     Title:
                     - and -
By:_____________________      Name:     Title:

Page 8

| | BANK OF SCOTLANDBy: ________________________       Name:       Title:            
| | ---------------------------------------------------------------------------------
| | BANK OF NOVA SCOTIABy: ________________________      Name:      Title:           
| | UNION BANK OF CALIFORNIA, N.A.By: ________________________      Name:      Title:
| | COMPASS BANKBy: ________________________      Name:      Title:                  
| | WELLS FARGO BANK TEXAS, NABy: ________________________       Name:      Title:   

Page 9

| | COMERICA BANK - TEXASBy: __________________________       Name:      Title:         
| | ------------------------------------------------------------------------------------
| | WASHINGTON MUTUAL BANK, FABy: __________________________      Name:      Title:     
| | HIBERNIA NATIONAL BANKBy: __________________________       Name:     Title:         
| | U.S. BANK NATIONAL ASSOCIATIONBy: __________________________       Name:      Title:

Page 10

ACKNOWLEDGMENT
BY GUARANTORS

Each
of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of July
3, 2002 (the SecondAmendment), (ii) acknowledges and agrees that its
consent is not required for the effectiveness of the Second 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 Second Amendment.

Executed
to be effective as of July 3, 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                                                                                                                                                                   

Page 11

Annex I

|Borrowing Base
Usage (BBU) | Base Rate Loans | LIBO Rate Loans | Letters of Credit
|-------------------------- | --------------- | --------------- | -----------------
|BBU < 25%                  |                 |                 |                  
|25% <= BBU < 50%           |                 |                 |                  
|50 <= BBU < 75%            |                 |                 |                  
|75% <= BBU < 90%           |                 |                 |                  
|BBU => 90%                 |                 |                 |                  

Page 12