# TENTH AMENDMENT TO FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT

This
Tenth Amendment to Fourth Amended and Restated Credit Agreement (this
Amendment) dated as of April [__], 2004 (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, and by that certain Ninth Amendment to Fourth Amended and Restated Credit Agreement
dated as of December 10, 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; and

WHEREAS,
subject to the terms and conditions of this Amendment, each of the 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) | From and after the Amendment Effective Date, 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 follows:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|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%                  |                 |                 |                  

---

|(b) | The definition of Stated Maturity Date in Section 1.1 of the Credit
          Agreement is hereby amended and restated in its entirety to provide:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | 
Stated Maturity Date means May 2, 2007 (as such date may be extended
from time to time pursuant to Section 2.9).
| | ---------------------------------------------------------------------------------------------------------------------

Section 3.
Redetermination of Borrowing Base.

|(a) | Upon the Amendment Effective Date, the Borrowing Base shall automatically be,
          and hereby is, increased to equal $275,000,000, which Borrowing Base shall
          remain in effect until such time as the Borrowing Base shall be otherwise
          redetermined in accordance with the Credit Agreement.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Both the Borrower, on the one hand, and the Administrative Agent and the Banks,
          on the other hand, agree that the redetermination of, or adjustments to, the
          Borrowing Base pursuant to clause (a) of this Section 3 shall not constitute a
          special redetermination of the Borrowing Base pursuant to Section 2.8.3 of the
          Credit Agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 and each Bank and
          duly acknowledged by each of the Guarantors.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Opinion of Counsel. The Administrative Agent shall have received an
          opinion of the general counsel of the Borrower in form and substance reasonably
          acceptable to the Administrative Agent with respect to the enforceability of
          this Amendment and the continuing enforceability of the Credit Agreement and the
          other Loan Documents as amended hereby or after giving effect hereto, as
          applicable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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. Fees. Concurrently
with the effectiveness of this Amendment, the Borrower shall pay to the Administrative
Agent for the account of each Bank a fee equal to one-tenth of one percent (0.10)% of each
Banks respective Percentage of $275,000,000.

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

Section 8. 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 9. 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 10. 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.

Section 11. 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 12. Headings. The
headings, captions, and arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.

Section 13. 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]

EXECUTED as of the day and
year first above written.

| | BORROWER: MAGNUM HUNTER RESOURCES, INC. By:  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:                                                                                                                           
| |                                                                                                                                                                                        
| | BNP PARIBAS, as Documentation Agent and a Bank By:   Name:Title:  - and - By:    Name:Title:                                                                                           
| |                                                                                                                                                                                        
| | FORTIS CAPITAL CORP., as a Bank By:    Name:  Title: - and -  By:   Name:Title:                                                                                                        
| |                                                                                                                                                                                        
| | BANK OF SCOTLAND, as a Bank  By:  Name: Title:                                                                                                                                         
| |                                                                                                                                                                                        
| | BANK OF NOVA SCOTIA, as a Bank By:      Name: Title:                                                                                                                                   
| |                                                                                                                                                                                        
| | UNION BANK OF CALIFORNIA, N.A., as a Bank By:    Name:  Title:                                                                                                                         
| |                                                                                                                                                                                        
| | COMPASS BANK, as a Bank By:   Name: Title:                                                                                                                                             
| |                                                                                                                                                                                        
| | COMERICA BANK, successor by merger with Comerica Bank-Texas, as a Bank By:   Name: Title:                                                                                              
| |                                                                                                                                                                                        
| | WASHINGTON MUTUAL BANK, FA, as a Bank By: Name: Title:                                                                                                                                 
| |                                                                                                                                                                                        
| | HIBERNIA NATIONAL BANK, as a Bank By:   Name:  Title:                                                                                                                                  
| |                                                                                                                                                                                        
| | U.S. BANK NATIONAL ASSOCIATION, as a Bank By:    Name:Title:                                                                                                                           
| |                                                                                                                                                                                        
| | BMO NESBITT BURNS FINANCING, INC.,  as a Bank  By:  Name: Title:                                                                                                                       
| |                                                                                                                                                                                        
| | AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Bank  By:  Name: Title:                                                                                                          
| |                                                                                                                                                                                        
| | SOUTHWEST BANK OF TEXAS N.A., as a Bank By:   Name:Title:                                                                                                                              
| |                                                                                                                                                                                        
| | STERLING BANK, as a Bank By:Name: Title:                                                                                                                                               
| |                                                                                                                                                                                        
| | BANK OF AMERICA, N.A., as a Bank  By:  Name: Title:                                                                                                                                    
| |                                                                                                                                                                                        
| | SOCIETE GENERALE, as a Bank By:    Name: Title:                                                                                                                                        

ACKNOWLEDGMENT BY
GUARANTORS

Each
of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Tenth Amendment to Fourth Amended and Restated Credit Agreement dated as of April
[__], 2004 (the Tenth Amendment), (ii) acknowledges and agrees that its
consent is not required for the effectiveness of the Tenth 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 Tenth Amendment.

Executed
to be effective as of April [__], 2004.

| | GUARANTORS: HUNTER GAS GATHERING, INC.GRUY PETROLEUM MANAGEMENT CO. MAGNUM HUNTER PRODUCTION, INC.   CONMAG ENERGY CORPORATION TRAPMAR PROPERTIES, INC.  PINTAIL ENERGY, INC. PRIZE OPERATING COMPANY PEC (DELAWARE), INC. OKLAHOMA GAS PROCESSING, INC.
By:              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