Exhibit 10.3

                          WAIVER AND SIXTH AMENDMENT TO
                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


     This  Waiver and Sixth  Amendment  to Fourth  Amended and  Restated  Credit
Agreement (this "Amendment")  dated as of May 2, 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,
as 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  dated as of  November  20,  2002,  and as
otherwise  amended from time to time prior 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 Banks,  the Agents and the
Issuer waive the  provisions  of Section  7.2.6 of the Credit  Agreement,  which
limits certain Restricted Payments (as defined therein),  in order to permit the
Borrower  to redeem and retire  notes  issued  under the 1997  Indenture  ("1997
Notes") in an aggregate principal amount of up to $50,000,000 from and after the
Amendment   Effective  Date  through  and  including  September  30,  2003  (the
"Permitted 2003 Redemption"); and

     WHEREAS, the Borrower has also requested that the Banks, the Agents and the
Issuer waive the provisions of Section 7.2.6 of the Credit Agreement in order to
permit the Borrower to redeem and retire  additional  1997 Notes in an aggregate
principal amount of up to $60,000,000  (which, for the avoidance of doubt, shall
be in addition to any 1997 Notes redeemed and retired  pursuant to the Permitted
2003  Redemption)  with the  proceeds of the issuance by the Borrower of any one
(but  only one) of the  following  types of  securities:  (i)  preferred  stock,
convertible

<PAGE>
preferred stock or other coupon-bearing  equity securities of the Borrower,
(ii) Subordinated  Debt of the Borrower,  or (iii) senior unsecured notes issued
under a first supplemental bond indenture to the 2002 Indenture,  (individually,
as applicable, the "Permitted Refinancing Securities");  provided, however, that
(A) in any case, such Permitted  Refinancing  Securities shall contain terms and
conditions  satisfactory to the Administrative  Agent and the Borrower,  (B) the
Net Cash  Proceeds of such  issuance  shall be used,  and shall only be used, to
redeem and retire 1997 Notes (including any reasonable  costs,  expenses or fees
associated with such redemption and retirement),  (C) any Permitted  Refinancing
Securities of the type described in clause (i) above shall not (1) be subject to
any  mandatory  repurchase  or  redemption  election  exercisable  by the holder
thereof  on or  prior  to  June 1,  2007,  (2)  obligate  the  Borrower  (or any
Restricted  Subsidiary) to make any payments other than accrued dividends to the
holders of such Permitted Refinancing Securities on or prior to June 1, 2007, or
(3) accrue  dividends at a rate (or effective  yield) in excess of the effective
after-tax  interest  rate  applicable  to the 1997 Notes  (such  dividends,  the
"Permitted Refinancing Dividends"), and (D) any Permitted Refinancing Securities
of the type  described  in  clause  (ii) or (iii)  above  shall  have a yield to
maturity at issuance  equal to or less than 10% and shall mature not sooner than
June 1, 2007 (the "Permitted Refinancing Redemption"); and

     WHEREAS, the Borrower has requested that the Credit Agreement be amended to
allow BMO Nesbitt  Burns  Financing,  Inc.  ("BMO"),  Australia  and New Zealand
Banking Group Limited ("ANZ"),  Southwest Bank of Texas N.A.  ("Southwest")  and
Sterling Bank ("Sterling") to become "Banks" party to the Credit  Agreement,  as
set forth herein; and

     WHEREAS,  the Borrower  also proposes  that certain  other  amendments  and
modifications be made to the Credit Agreement as set forth herein; and

     WHEREAS,  subject to the terms and conditions of this Amendment,  the Banks
(including  BMO, ANZ,  Southwest and  Sterling),  the Agents 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.  The Credit Agreement is hereby
amended as follows:

     (a) The  definition  of  "Interest  Period"  in  Section  1.1 of the Credit
Agreement is hereby  amended by (i) deleting the words "one,  two,  three or six
months  thereafter" and inserting in their place the words "one, two, three, six
or,  if  (and  only  if)  then  available  to all of the  Banks,  twelve  months
thereafter" and (ii) amending and restating clause (a) of such definition in its
entirety to provide "(a) the Borrower shall not be permitted to select  Interest
Periods to be in effect at any one time which have expiration dates occurring on
more than eight (8) different dates;".

                                        2
<PAGE>

     (b) The  following  definition  of "Lead  Manager"  is hereby  inserted  in
Section 1.1 of the Credit Agreement in its alphabetically appropriate place:

     " `Lead Manager' means any of Bank of Scotland,  Bank of Nova Scotia,  Bank
of Montreal or Fortis Capital Corp.,  and any successor  thereto,  respectively.
`Lead Managers' means all of them."

     (c) 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, 2006 (as such date may be extended
from time to time pursuant to Section 2.9)."

     (d) Clause (k) of Section 7.2.5 of the Credit  Agreement is hereby  amended
and restated in its entirety to provide:

     "(k) so long as no Default has  occurred and is  continuing  and so long as
after giving effect  thereto  Borrowing  Base Usage is not greater than 80%, the
Borrower may make Investments not otherwise  permitted  pursuant to this Section
7.2.5 not to  exceed  $25,000,000  in the  aggregate  for all such  Investments;
provided that if the Borrower or any of its Restricted  Subsidiaries  shall have
made any Investments  pursuant to this clause (k) and the Borrower or any of its
Restricted  Subsidiaries  shall  thereafter  receive any dividends or returns of
capital from an  Unrestricted  Subsidiary  (but expressly  excluding any amounts
received  as loans  pursuant  to Section  7.2.2(m)),  then the amount  available
thereafter  to the  Borrower  and its  Restricted  Subsidiaries  for  additional
Investments  pursuant to this clause (k) shall be increased dollar for dollar by
the amount of such  dividends  or  returns of capital up to a maximum  amount of
availability not to exceed $25,000,000 at any time;".

     (e)  Clauses  (A) and (B) of the  proviso  in  Section  7.2.6 of the Credit
Agreement are hereby amended and restated in their entirety to provide:

     "(A)   $25,000,000,   plus  (B)  fifty  percent  (50%)  of  the  Borrower's
consolidated net income, to be calculated on a cumulative basis, for each Fiscal
Year commencing with the Fiscal Year ending December 31, 2001, minus".

     (f) Section 7.2.7 of the Credit Agreement is hereby amended by deleting the
amount  "$50,000,000"  at the end thereof and  inserting in its place the amount
"$60,000,000".

                                       3
<PAGE>

     (g) Section 9.8 of the Credit  Agreement is hereby  amended and restated in
its entirety to provide as follows:

     SECTION  9.8  Documentation  Agent,  Syndication  Agent,  Arrangers,   Lead
Managers and Bookrunner.  The  Documentation  Agent, the Syndication  Agent, the
Arrangers,  the  Lead  Managers  and the  sole  bookrunner  shall  not  have any
obligations, liabilities, responsibilities or duties under this Agreement or the
other Loan Documents.  Without limiting the foregoing,  the Documentation Agent,
the Syndication Agent, the Arrangers,  the Lead Managers and the sole bookrunner
shall not have or be deemed to have any fiduciary  relationship with any Bank or
any other Agent.  Each Bank  acknowledges  that it has not relied,  and will not
rely,  on any of the Banks so  identified  or on the  Documentation  Agent,  the
Syndication  Agent,  the Arrangers,  the Lead Manager or the sole  bookrunner in
deciding  to enter  into  this  Agreement  or in  taking  or not  taking  action
hereunder.

     (h) The  Credit  Agreement  is hereby  amended  by  deleting  the  existing
Schedule  III-B to the Credit  Agreement  and  inserting in its place as the new
Schedule  III-B to the Credit  Agreement  the text  contained  in  Attachment  1
attached to this Amendment.

     Section 3. Additional Amendments to Credit Agreement Dependent Upon Type of
Permitted Refinancing Securities Issued.

     (a) If, and only if, the Borrower issues Permitted  Refinancing  Securities
of the type  described  in clause  (iii) of the third  recital  above,  then the
definition of "2002  Indenture" in Section 1.1 of the Credit  Agreement shall be
deemed  to be  automatically  and  concurrently  amended  to  include  the first
supplemental  bond  indenture  pursuant  to  which  such  Permitted  Refinancing
Securities have been issued,  together with any related  documentation,  each as
amended, restated, modified or supplemented form time to time.

     (b) If, and only if, the Borrower issues Permitted  Refinancing  Securities
of the types described in clauses (ii) or (iii) of the third recital above, then
Section 7.2.2 of the Credit  Agreement shall be deemed to be  automatically  and
concurrently  amended to permit the  Indebtedness  represented by such Permitted
Refinancing  Securities as if Section 7.2.2 of the Credit Agreement specifically
described such  Permitted  Refinancing  Securities;  provided that the principal
amount  thereof  shall  not in any  event  exceed  the sum of (x) the  aggregate
principal amount of 1997 Notes to be redeemed and retired with Net Cash Proceeds
of such  Permitted  Refinancing  Securities,  (y) the  aggregate  amount  of any
interest or premium  payable in respect of the redemption and retirement of such
1997 Notes to the holders  thereof,  and (z) any reasonable and customary costs,
expenses and fees payable in respect of the  redemption  and  retirement of such
1997 Notes.

     (c) If, and only if, the Borrower issues Permitted  Refinancing  Securities
of the type  described in clause (i) of the third  recital  above,  then Section
7.2.6(a)  of the  Credit

                                       4
<PAGE>

Agreement shall be deemed to be automatically  and concurrently  amended to
permit the payment by the  Borrower of any  Permitted  Refinancing  Dividends in
accordance   with  the   terms   of  such   Permitted   Refinancing   Securities
notwithstanding anything to the contrary in Section 7.2.6(a).

     Section 4. BMO, ANZ, Southwest and Sterling as Banks.

     (a) Upon the  effectiveness  of this  Amendment  and by its  execution  and
delivery  hereof,  each of BMO,  ANZ,  Southwest  and  Sterling  shall be deemed
automatically to have become a party to the Credit Agreement, shall have all the
rights and obligations of a "Bank" under the Credit Agreement and the other Loan
Documents as if each were an original  signatory  thereto,  and shall agree, and
does  hereby  agree,  to be bound by the terms and  conditions  set forth in the
Credit Agreement and the other Loan Documents to which the Banks are a party, in
each case, as if each were an original signatory thereto.

     (b) Each of BMO,  ANZ,  Southwest  and Sterling  (i)  confirms  that it has
received a copy of the Credit  Agreement,  together with copies of the financial
statements  referred to in Section  7.1.1  thereof and such other  documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Amendment and the Credit Agreement; (ii) agrees that
it will,  independently  and without  reliance upon any Agent,  the Issuer,  any
Arranger or any other Bank and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit  Agreement;  (iii)  represents  and
warrants  that its name set forth  herein is its legal name;  (iv)  appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise
such powers and  discretion  under the Loan  Documents as are  delegated to such
Agent by the terms  thereof,  together  with such powers and  discretion  as are
reasonably  incidental  thereto;  (vi) agrees that it will perform in accordance
with  their  terms  all of the  obligations  that  by the  terms  of the  Credit
Agreement are required to be performed by it as a Bank;  and (vii)  attaches any
U.S.  Internal Revenue Service forms required under Section 4.6(b) of the Credit
Agreement.

     (c) Each of BMO,  ANZ,  Southwest  and Sterling  hereby  advises each other
party hereto that its respective  address for notices,  its respective  Domestic
Lending Office and its  respective  LIBOR Office shall be as set forth below its
name on Attachment 2 hereto.

     Section 5. Waiver of Section 7.2.6 of Credit Agreement.

     (a) Section 7.2.6 of the Credit Agreement, which restricts the Borrower and
any of its  Restricted  Subsidiaries  from making any payment or  prepayment  of
principal of, or making any payment of interest on, any  Indebtedness on any day
other than the stated,  scheduled  date for such payment or prepayment set forth
in the documents and instruments memorializing such Indebtedness, or which would
violate  the  subordination  provisions  of any  Subordinated  Debt  (except  as
expressly  permitted  by Section  7.2.6 of the Credit  Agreement or as otherwise
permitted  in  writing  by the  Administrative  Agent

                                       5
<PAGE>

with the consent of the Majority  Banks),  is hereby waived insofar as, and
only insofar as, the  Borrower or any of its  Restricted  Subsidiaries  shall be
permitted to:

     (i) redeem and retire 1997 Notes in an aggregate  principal amount of up to
$50,000,000  during the period from and after the  Amendment  Effective  Date to
(and including) September 30, 2003, and

     (ii)  redeem and retire  additional  1997 Notes in an  aggregate  principal
amount of up to $60,000,000, provided that the excess, if any, of (A) the sum of
(x) the aggregate  principal amount of such additional 1997 Notes to be redeemed
and retired,  (y) all interest and premium  payable in respect of the redemption
and retirement of such additional 1997 Notes to the holders thereof, and (z) all
reasonable  and  customary  costs,  expenses  and fees payable in respect of the
redemption and retirement of such additional  1997 Notes,  over (B) the Net Cash
Proceeds of the  issuance of the  Permitted  Refinancing  Securities,  shall not
exceed $5,000,000 (the "Refinancing  Excess"),  which Refinancing  Excess may be
funded,  if  necessary,  with  the  proceeds  of Loans  made  under  the  Credit
Agreement;

     provided,  however,  that,  in each case,  no Event of  Default  shall have
occurred and be continuing as of the date of such redemption and retirement.

     (b) The parties  hereto  acknowledge  and agree that the redemption of 1997
Notes by the Borrower or any of its Restricted Subsidiaries as permitted by this
Section 5 shall not reduce the  remaining  availability  of the  Borrower or its
Restricted  Subsidiaries to make other  Restricted  Payments in accordance with,
and to the extent permitted by, Section 7.2.6 of the Credit Agreement.

     Section  6.   Increase  of  Borrowing   Base;   Restriction   on  Borrowing
Availability.

     (a) Subject to the  restrictions on availability set forth in clause (b) of
this Section 6, the Borrowing Base shall be increased to  $300,000,000  from and
after the  Amendment  Effective  Date until the  Borrowing  Base shall either be
reduced  in  accordance   with  clause  (c)  of  this  Section  6  or  otherwise
redetermined in accordance with the Credit Agreement.

     (b)  Notwithstanding  anything to the  contrary in the Credit  Agreement or
this  Amendment,  the  Borrower  covenants  and  agrees  that from and after the
Amendment  Effective Date until  September 30, 2003, the Borrower shall maintain
at all times  sufficient  availability  under the Credit Agreement to redeem and
retire 1997 Notes in a principal  amount  equal to the positive  difference  (if
any) of (i)  $50,000,000,  minus  (ii) the  principal  amount of all 1997  Notes
redeemed or retired by the Borrower from and after the Amendment  Effective Date
as part of the Permitted 2003 Redemption  (but expressly  excluding for purposes
of this  subclause  (ii)  any  1997  Notes  redeemed  as  part

                                       6
<PAGE>

of the  Permitted  Refinancing  Redemption),  as evidenced by the written
confirmation delivered in accordance with Section 9.

     (c) Unless the Borrowing  Base shall have been  redetermined  in accordance
with the Credit  Agreement (in which case this Section 6(c) shall  automatically
become void),  the Borrowing Base shall  automatically  be reduced on October 1,
2003 from  $300,000,000  to an amount  equal to (i)  $250,000,000  plus (ii) the
aggregate  principal  amount of 1997 Notes  redeemed  and retired as part of the
Permitted 2003 Redemption  (but expressly  excluding any 1997 Notes redeemed and
retired as part of the Permitted  Refinancing  Redemption),  as evidenced by the
written confirmation delivered in accordance with Section 9, until the Borrowing
Base shall be redetermined in accordance with the Credit Agreement.

     (d) Both the Borrower,  on the one hand, and the  Administrative  Agent and
the Banks,  on the other hand,  agree that none of the  redeterminations  of, or
adjustments to, the Borrowing Base pursuant to this Section 6 shall constitute a
special  redetermination  of the Borrowing Base pursuant to Section 2.8.3 of the
Credit Agreement.

     Section 7. Covenant to Redeem and Retire. The Borrower covenants and agrees
that:

     (a) the  Borrower  shall  use (i) the Net Cash  Proceeds  of the  Permitted
Refinancing  Securities,  and (ii) so long as the aggregate  principal amount of
1997  Notes  redeemed  as part of the  Permitted  2003  Redemption  is less than
$50,000,000,  the proceeds of any Loans under the Credit  Agreement that,  after
giving effect to such Loans,  would cause the aggregate  amount of all Loans and
all Letter Credit Liabilities then outstanding to exceed  $250,000,000,  in each
case,  only to redeem  and  retire  1997  Notes  (including  the  payment of any
reasonable and customary costs,  expenses and fees associated therewith) and for
no other purpose;

     (b) so long as the  aggregate  principal  amount of 1997 Notes  redeemed as
part of the Permitted 2003  Redemption is less than  $50,000,000,  any Borrowing
Request  submitted by the Borrower  that would cause the  aggregate  outstanding
principal  amount of all Loans plus the aggregate amount of all Letter of Credit
Liabilities to exceed $250,000,000 (after giving effect to such Borrowing) shall
specifically  direct  that  all of the  proceeds  of  such  Borrowing  shall  be
deposited  into an account  at a  depository  institution  for the  purposes  of
redeeming and retiring the 1997 Notes, provided that such depository institution
and the  type  and  nature  of such  account  shall  both be  acceptable  to the
Administrative Agent;

     (c) upon the issuance of the Permitted Refinancing Securities, the Borrower
shall cause the Net Cash Proceeds of the Permitted Refinancing  Securities to be
deposited  into,  and  thereafter  maintained  in, an  account  at a  depository
institution for the purposes of redeeming and retiring the 1997 Notes,  provided
that such  depository  institution and the type and nature of such account shall
both be acceptable to the Administrative Agent;

     (d) not later than five (5) Business Days immediately following the date on
which the  Borrower  receives  the  proceeds of the  issuance  of the  Permitted
Refinancing

                                       7
<PAGE>

Securities, the Borrower shall deliver a notice of redemption under Section
3.04 of the 1997 Indenture by which the Borrower shall notify the holders of the
1997 Notes that the Borrower is redeeming  1997 Notes having a principal  amount
that,  together with all interest and premium payable thereon and all reasonable
and customary  costs,  expenses and fees payable with respect to the  redemption
and retirement  thereof,  equals at least the Net Cash Proceeds of the Permitted
Refinancing Securities;

     (e) promptly  following the  Amendment  Effective  Date the Borrower  shall
cause all 1997 Notes previously repurchased by the Borrower or any Subsidiary of
the  Borrower  to be  retired  in  accordance  with the  provisions  of the 1997
Indenture.

     Section 8. 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  each  Bank,  and  duly  acknowledged  by  each  of the  Guarantors.

     (b)  Replacement  Notes.  The Borrower shall deliver to the  Administrative
Agent on behalf of each Bank listed on  Attachment  1 hereto a  promissory  note
dated the  Effective  Date and payable to each such Bank in a maximum  principal
amount equal to such Bank's Percentage (as shown on Attachment 1 hereto) of Five
Hundred Million  Dollars,  which Note shall be a renewal and replacement of, and
shall be given in  substitution  and exchange  for, but not in payment of, those
Notes held by each Existing Bank (as defined  below) prior to the  effectiveness
of this Amendment.

     (c) Opinion of Counsel.  The  Administrative  Agent shall have  received an
opinion of the general counsel of the Borrower in form and substance  reasonably
enforceability of this Amendment.

     (d) 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.

                                       8
<PAGE>

     Section 9.  Condition  Subsequent.  Promptly  following the  redemption and
retirement  of  any  1997  Notes,  the  Borrower  covenants  to  deliver  to the
Administrative  Agent a  certificate  of an  Authorized  Officer of the Borrower
setting forth the principal amount of all 1997 Notes that have been redeemed and
retired by the Borrower since the Amendment  Effective  Date in accordance  with
the 1997 Indenture,  together with such other related materials  evidencing such
redemption  and retirement as the  Administrative  Agent may request in its sole
discretion.

     Section 10. 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-eighth  of one percent  (0.125)%  of each Bank's  respective
Percentage (immediately after giving effect to this Amendment) of $300,000,000.

     Section 11. 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 12. Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 10.3 of the Credit Agreement.

     Section  13.  Renewal  and   Continuation  of  Existing  Loans.   Upon  the
effectiveness of this Amendment:

     (a) All of the Obligations outstanding under the Credit Agreement as of the
date of such effectiveness  shall hereby be restructured,  rearranged,  renewed,
extended and continued  under the Credit  Agreement (as amended  hereby) and all
Loans   outstanding   under  the  Credit  Agreement  as  of  the  date  of  such
effectiveness  shall hereby become Loans  outstanding under the Credit Agreement
(as amended hereby).

     (b) In connection  herewith,  Banks party to the Credit  Agreement prior to
the effectiveness of this Amendment (the "Existing Banks") hereby sell,  assign,
transfer  and  convey,  and each of BMO,  ANZ,  Southwest  and  Sterling  hereby
purchases  and  accepts,  so  much of the  aggregate  Commitments  under,  Loans
outstanding  under, and  participations in Letters of Credit issued pursuant to,
the  Credit  Agreement  such that the  Percentage  of each Bank  (including  the
Existing  Banks and each of BMO, ANZ,  Southwest  and Sterling)  shall be as set
forth on Schedule  III-B to the Credit  Agreement.  The  foregoing  assignments,
transfers and conveyances are without recourse to the Existing Banks and without
any  warranties  whatsoever by any Agent,  the Issuer or any Existing Bank as to
title,  enforceability,  collectibility,  documentation or freedom from liens or
encumbrances, in whole or in part, other than the warranty of each Existing Bank
that it has not  previously  sold,  transferred,  conveyed  or  encumbered  such
interests.

     Section  14.  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",

                                       9
<PAGE>

"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 15. 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 16.  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 17.  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 18. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience  only and shall not affect the  interpretation  of
this Amendment.

     Section 19. 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]

                                       10
<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



                  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
<PAGE>

                  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:

                                      S-2
<PAGE>

                  UNION BANK OF CALIFORNIA, N.A., as a Bank


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



                  COMPASS BANK, as a Bank


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



                  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:

                                      S-3
<PAGE>

                  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:

                                      S-4
<PAGE>

ACKNOWLEDGMENT BY GUARANTORS

     Each of the  undersigned  Guarantors  hereby (i)  consents to the terms and
conditions  of that certain  Waiver and Sixth  Amendment  to Fourth  Amended and
Restated Credit Agreement dated as of May 2, 2003 (the "Sixth Amendment"),  (ii)
acknowledges  and agrees that its consent is not required for the  effectiveness
of  the  Sixth  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
Sixth Amendment.

Executed to be effective as of May 2, 2003.

             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


                                      S-5