# EXHIBIT 10.10

Execution Form

NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This
Ninth Amendment to Fourth Amended and Restated Credit Agreement (this
Amendment) dated as of December 10, 2003 (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 (the Original Credit
Agreement), pursuant to which the Banks have agreed to make revolving credit
loans to, and participate in letters of credit issued for, the benefit of the Borrower
under the terms and provisions stated therein; and

WHEREAS,
the Original Credit Agreement has been 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 by that certain Waiver and Fifth
Amendment to Fourth Amended and Restated Credit Agreement dated as of November 20, 2002,
and by that certain Waiver and Sixth Amendment to Fourth Amended and Restated Credit
Agreement dated as of May 2, 2003, and by that certain Seventh Amendment to Fourth Amended
and Restated Credit Agreement dated as of August 8, 2003, and by that certain Waiver and
Eighth Amendment to Fourth Amended and Restated Credit Agreement dated as of October 31,
2003, (the Original Credit Agreement, as so amended, and as otherwise amended from time to
time prior to the Amendment Effective Date, the Credit Agreement); and

WHEREAS,
the Borrower proposes that certain amendments and modifications be made to the Credit
Agreement as set forth herein in order to permit the Borrower to issue certain convertible
senior unsecured notes; and

WHEREAS,
subject to the terms and conditions of this Amendment, the Majority Banks, the
Administrative Agent and the Issuer have agreed to enter into this Amendment in order to
effectuate such amendments and modifications;

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.

|(a) | Section 1.1 of the Credit Agreement is hereby amended by inserting the following
          defined terms in their alphabetically appropriate places:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | "2003
Indenture means, collectively, one or more Indentures executed by the Borrower
in connection with a Permitted 2003 Convertible Bond Transaction, as the same may be
amended, restated, modified or supplemented from time to time.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Permitted
2003 Convertible Bond Transaction means, collectively, the issuance by the
Borrower of convertible senior unsecured notes underwritten by Deutsche Bank Securities
Inc. (or one or more of its affiliates) and certain other Lenders (or one or more of their
respective affiliates) in an aggregate principal amount of not less than $100,000,000, and
not more than $125,000,000, and the execution and delivery by the Borrower of one or more
Indentures and related documentation containing customary terms and conditions for
convertible senior unsecured notes of like tenor and amount, each satisfactory to the
Administrative Agent and the Borrower, pursuant to which such convertible senior unsecured
notes shall have been issued; provided, however, that such issuance of
convertible senior unsecured notes shall have been consummated on or before December 31,
2003. Any issuance or proposed issuance by the Borrower of convertible senior unsecured
notes after December 31, 2003, shall not constitute a Permitted 2003 Convertible Bond
Transaction.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Section 1.1 of the Credit Agreement is hereby amended by deleting therefrom the
          defined term 1997 Indenture in its entirety.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(c) | The definitions of Indentures and Senior Unsecured Debt
          in Section 1.1 of the Credit Agreement are hereby amended and restated in
          their entirety as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Indentures
means, collectively, the 2002 Indenture and the 2003 Indenture.
Indenture means either of the 2002 Indenture or the 2003
Indenture.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | Senior
Unsecured Debt means senior unsecured Indebtedness issued by the Borrower
pursuant to the terms of the Indentures upon the terms and conditions set forth therein in
an aggregate amount not exceeding the sum of $300,000,000 plus the aggregate
principal amount of notes issued under the Permitted 2003 Convertible Bond
Transaction.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Section 7.2.2 of the Credit Agreement is hereby amended by deleting the
          and at the end of clause (n) thereof, replacing the period at the
          end of clause (o) with the phrase ; and and inserting the following
          new clause (p) immediately after the existing clause (o):
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(p) | Indebtedness incurred under the Permitted 2003 Convertible Bond
                    Transaction.
|---- | -------------------------------------------------------------------------------------------------

|(e) | Section 7.2.6 of the Credit Agreement is hereby amended by deleting the words
          ; provided, however, immediately following the end of the existing
          clause (d) and inserting in their place the following:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | provided,
however, that the Borrower shall be permitted to make payments to any holder of
convertible senior unsecured notes issued under the Permitted 2003 Convertible Bond
Transaction to the extent required so to do following an election by such holder to
exercise such holders conversion rights or repurchase rights thereunder; and further
provided, however,
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 3. Indicative Terms of the
Permitted 2003 Convertible Bond Transaction. A copy of the draft Convertible Bond
Issuance Summary of Terms with respect to the Permitted 2003 Convertible Bond Transaction
(which draft Convertible Bond Issuance Summary of Terms remains subject to change) is
attached to this Amendment as Attachment 1.

Section 4.
Redetermination of Borrowing Base.

|(a) | Concurrently with the consummation of the Permitted 2003 Convertible Bond
          Transaction, the Borrowing Base shall automatically and without further action
          by the Borrower, the Administrative Agent or the Banks, be reduced to an amount
          equal to (i) $350,000,000, minus (ii) the sum of
          (1) $75,000,000, plus (2) eighty percent (80%) of the excess,
          if any, of the aggregate principal amount of convertible senior unsecured notes
          issued by the Borrower under such Permitted 2003 Convertible Bond Transaction
          over $100,000,000 (rounded to the nearest integral multiple of $1,000,000),
          which Borrowing Base shall remain in effect until such time as the Borrowing
          Base shall be otherwise redetermined in accordance with the Credit Agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(b) | Both the Borrower, on the one hand, and the Administrative Agent and the Banks
          party hereto, on the other hand, agree that the redetermination of, or
          adjustments to, the Borrowing Base pursuant to clause (a) of this Section 4
          shall not constitute a special redetermination of the Borrowing Base pursuant to
          Section 2.8.3 of the Credit Agreement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 5. 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 and 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 6. Fees. Concurrently
with the consummation of the Permitted 2003 Convertible Bond Transaction (and only if the
Permitted 2003 Convertible Bond Transaction is consummated), the Borrower shall pay to the
Administrative Agent for the account of each Bank listed on Attachment 2 hereto that
approves this Amendment (as evidenced by such Banks delivery to the Administrative
Agent or its counsel of an executed signature page to this Amendment approving this
Amendment without condition), a fee equal to:

|(a) | if such Bank shall have approved this Amendment before 5:00 pm central standard
          time on December 8, 2003, seven hundredths of one percent (0.07%) of
          such Banks respective Percentage of the Borrowing Base immediately after
          giving effect to the reduction in the Borrowing Base pursuant to Section 4(a)
          above; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | if such Bank shall have approved this Amendment after 5:00 pm central standard
          time on December 8, 2003, but before 5:00 pm central standard time on
          December 9, 2003, five hundredths of one percent (0.05%) of such
          Banks respective Percentage of the Borrowing Base immediately after giving
          effect to the reduction in the Borrowing Base pursuant to Section 4(a) above.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Section 7. Condition Subsequent;
Covenant to Make Mandatory Prepayment. If, as a result of the issuance by the Borrower
of convertible senior unsecured notes under the Permitted 2003 Convertible Bond
Transaction and the concurrent and automatic reduction of the Borrowing Base in accordance
with Section 4 of this Amendment, a Borrowing Base Deficiency shall occur, then
(notwithstanding anything to the contrary in the Credit Agreement) the Borrower shall make
a mandatory prepayment in an amount equal to at least the amount of such Borrowing Base
Deficiency not later than the fifth Business Day immediately following the consummation of
the Permitted 2003 Convertible Bond Transaction.

Section 8. 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 9. Expenses. The
Borrower agrees to pay on demand all expenses set forth in Section 10.3 of the Credit
Agreement.

Section 10. 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 11. 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 12. Applicable Law; Entire
Agreement. 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 13. 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 14. Headings. The
headings, captions, and arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.

Section 15. 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 6

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:                                                                                                                       

S-1

| | 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:                                                                                        

S-2

| | UNION BANK OF CALIFORNIA, N.A., as a BankBy: ________________________      Name:      Title:                              
| | --------------------------------------------------------------------------------------------------------------------------
| | COMPASS BANK, as a BankBy: ________________________      Name:      Title:                                                
| | COMERICA BANK, successor by merger to 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:                                    

S-3

| | U.S. BANK NATIONAL ASSOCIATION, as a BankBy: __________________________       Name:      Title:                 
| | ----------------------------------------------------------------------------------------------------------------
| | BMO NESBITT BURNS FINANCING, INC., as a BankBy: __________________________       Name:      Title:              
| | AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a BankBy: __________________________       Name:      Title:
| | SOUTHWEST BANK OF TEXAS N.A., as a BankBy: __________________________       Name:      Title:                   
| | STERLING BANK, as a BankBy: __________________________       Name:      Title:                                  

S-4

| | BANK OF AMERICA, N.A., as a BankBy: __________________________       Name:      Title:
| | --------------------------------------------------------------------------------------
| | SOCIETE GENERALE, as a BankBy: __________________________       Name:      Title:     

S-5

ACKNOWLEDGMENT
BY GUARANTORS

Each
of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Ninth Amendment to Fourth Amended and Restated Credit Agreement dated as of
December 10, 2003 (the Ninth Amendment), (ii) acknowledges and agrees
that its consent is not required for the effectiveness of the Ninth 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 Ninth
Amendment.

Executed
to be effective as of December 10, 2003.

| | 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                                                                                                                                                                   

S-6

ATTACHMENT 1

[Insert
Summary of Terms]

Attachment 1-1

ATTACHMENT 2

Fee Eligible Banks(Pursuant to Section 6 of Amendment)

|Banks                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fortis Capital Corp.Bank of ScotlandUnion Bank of California, N.A.Washington Mutual Bank, FAAustralia and New Zealand Banking Group LimitedComerica BankCompass BankU.S. Bank National AssociationHibernia National BankSouthwest Bank of Texas, N.A.Sterling BankSociete Generale

Attachment 2 - Page 1