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   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.

     (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:

                           If the Monetization
Consecutive Four-Fiscal     Transaction Shall    If the Monetization Transaction
 Quarter Period Ending      Not Have Occurred         Shall Have Occurred

March 31, 2002                 3.75 to 1.00             3.75 to 1.00
June 30, 2002                  4.25 to 1.00             4.25 to 1.00
September 30, 2002             4.25 to 1.00             4.00 to 1.00
December 31, 2002              3.75 to 1.00             3.75 to 1.00
March 31, 2003                 3.75 to 1.00             3.50 to 1.00
June 30, 2003                  3.50 to 1.00             3.50 to 1.00
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.

     (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) the 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.

     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>

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



                   ADMINISTRATIVE AGENT, COLLATERAL AGENT AND ISSUER:
                   -------------------------------------------------

                   DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
                   Trust Company)


                   By
                        -----------------------------------------------
                        Name:
                        Title:



                   SYNDICATION AGENT:
                   -----------------

                   CIBC INC.


                   By
                        -----------------------------------------------
                        Name:
                        Title:
<PAGE>


                   DOCUMENTATION AGENT:
                   -------------------

                   BNP PARIBAS


                   By:
                        -------------------------------------------------
                        Name:
                        Title:

                                     - and -

                   By:
                        -------------------------------------------------
                       Name:
                       Title:


<PAGE>


                  BANKS:
                  -----

                  DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
                  Trust Company)


                  By:
                       ---------------------------------------------------
                                      Name:
                                     Title:



                  CIBC INC.


                  By:
                       ---------------------------------------------------
                    Name:
                   Title:



                 BNP PARIBAS


                 By:
                      ----------------------------------------------------
                    Name:
                   Title:

                                     - and -

                 By:
                      ----------------------------------------------------
                    Name:
                   Title:



                 FORTIS CAPITAL CORP.


                 By:
                      ------------------------------------------------------
                    Name:
                   Title:

                                     - and -

                By:
                     ----------------------------------------------------
                    Name:
                   Title:

<PAGE>

                BANK OF SCOTLAND


                By:
                     ----------------------------------------------------
                      Name:
                     Title:



                BANK OF NOVA SCOTIA


                By:
                     ----------------------------------------------------
                      Name:
                     Title:



                UNION BANK OF CALIFORNIA, N.A.


                By:
                     ----------------------------------------------------
                      Name:
                     Title:



               COMPASS BANK


               By:
                   --------------------------------------------------------
                  Name:
                  Title:



                WELLS FARGO BANK TEXAS, NA


                By:
                     ------------------------------------------------------
                  Name:
                  Title:

<PAGE>

               COMERICA BANK - TEXAS


               By:
                    -------------------------------------------------------
                   Name:
                  Title:



               WASHINGTON MUTUAL BANK, FA


               By:
                    ------------------------------------------------------
                   Name:
                  Title:



              HIBERNIA NATIONAL BANK


              By:
                   -------------------------------------------------------
                   Name:
                  Title:



             U.S. BANK NATIONAL ASSOCIATION


             By:
                  -------------------------------------------------------
                   Name:
                  Title:


<PAGE>

                          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 June 14,  2002  (the  "Second  Amendment"),  (ii)
acknowledges  and agrees that its consent is not required for the  effectiveness
of  the  First  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
First Amendment.

     Executed to be effective as of June 14, 2002.

                                   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



<PAGE>
                                                                         Annex I


==============================================================================
  Borrowing Base
    Usage (BBU)       Base Rate Loans   LIBO Rate Loans    Letters of Credit
BBU < 25%                  0.25%             1.50%               1.50%
25% <= BBU < 50%           0.50%             1.75%               1.75%
50 <= BBU < 75%            0.75%             2.00%               2.00%
75% <= BBU < 90%           1.00%             2.25%               2.25%
BBU = 90%                  1.25%             2.50%               2.50%
==============================================================================