FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This First Amendment to Second Amended and Restated Credit  Agreement (this
"Amendment"),  dated as of  September  4, 1998,  is by and among  MAGNUM  HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit Agreement),  BANKERS TRUST COMPANY,  individually,  as administrative
agent (in such  capacity,  together with its  successors in such  capacity,  the
"Administrative  Agent"), and as an issuing bank, CIBC INC., individually and as
Syndication  Agent (in such capacity  together with its  successors and assigns,
the "Syndication  Agent"), and PARIBAS, a French bank acting through its Houston
Agency,  individually,  as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), and as documentation agent
(in  such  capacity,   together  with  its  successors  in  such  capacity,  the
"Documentation Agent").

                                    RECITALS:

     WHEREAS,  the Borrower,  each Bank then a party, the Administrative  Agent,
the Syndication  Agent,  and the  Documentation  Agent entered into that certain
Second  Amended  and  Restated  Credit  Agreement  dated as of June 1, 1998 (the
"Credit Agreement")  pursuant to which the Banks have agreed to revolving credit
loans  available to the Borrower under the terms and provisions  stated therein;
and

     WHEREAS, the Borrower has requested that the Banks and the Agents amend the
Credit  Agreement  to (i)  permit  certain  stock  repurchases  and  (ii)  add a
Permitted Lien basket for purchase money and certain other Liens; and

     WHEREAS, the Banks and the Agents are willing to amend the Credit Agreement
and otherwise agree as hereinafter provided: and

     WHEREAS,  the  Borrower,  the Banks and the  Agents now desire to amend the
Credit Agreement as herein set forth.

     NOW, THEREFORE, in consideration of the premises herein contained and other
good and  valuable  considerations,  the  receipt and  sufficiency  of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized terms used in this Amendment,  to the
extent not  otherwise  defined  herein,  shall  have the same  meaning as in the
Credit Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

     Section  2.1  Amendment  to  Section  10.2.  Section  10.2  is  amended  by
relettering  existing clauses (k) and (l) as (m) and (n),  respectively,  and by
adding thereto two new clauses, lettered (k) and (l), reading as follows:

                  "(k) Liens to secure the  purchase  price of  Property  (other
         than  Oil and Gas  Properties)  acquired  or  held by  Borrower  or its
         Subsidiaries,  as  applicable,  in  the  ordinary  course  of  business
         securing  Debt incurred or assumed for the purposes of financing all or
         a part of the cost of acquiring such  Property;  provided that any such
         Lien attaches to such Property  concurrently  with or within 30 days of
         the acquisition thereof, does not attach to any Property other than the
         Property  for which  such  purchase  money Debt was  incurred,  and the
         principal  amount of the Debt secured by any such purchase  money Liens
         and Liens  permitted  under  Section  10.2(l)  does not exceed the Debt
         permitted in Section 10.1(k);




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                  "(l) other Liens on specified Property (other than Oil and Gas
         Properties) to secure Debt permitted under Section 10.1(k);"



     Section 2.2 Amendment to Section 10.4.  Section 10.4 is amended by deleting
the word "and" from the exceptions found therein and by adding to the exceptions
a new clause reading as follows:

         "and (iii) repurchase of shares of common stock of the Borrower subject
         to the  following  express  conditions:  (a) the cost thereof shall not
         exceed   $4,000,000  in  the  aggregate,   (b)  the  number  of  shares
         repurchased  shall not exceed  1,000,000 in the  aggregate  and (c) all
         repurchases must be completed by April 30, 1999 (unless extended for an
         additional six-month period with the approval of the Majority Banks)."


                                   ARTICLE III

                              Conditions Precedent

     Section 3.1 Necessary Documentation. This Amendment shall be effective when
the  Agent  shall  have  received  this  Amendment  and  the  Acknowledgment  of
Guarantors executed by all parties.

     Section  3.2  Representations  and  Warranties.   All  representations  and
warranties contained in the Credit Agreement shall be true and correct on and as
of the date hereof with the same force and effect as if such representations and
warranties had been made on and as of such date.

     Section 3.3 Additional Documentation. The Agents shall have such additional
approvals,  opinions  or  documents  as the  Agents or their  counsel,  Winstead
Sechrest & Minick P.C., may reasonably request.

                                   ARTICLE IV

                                  Miscellaneous

     Section  4.1  Ratifications,  Representations  and  Warranties.  Except  as
expressly modified and superceded by this Amendment, the terms and provisions of
the Credit  Agreement  and other Loan  Documents  are ratified and confirmed and
shall  continue in full force and effect.  The  representations  and  warranties
contained  herein and in all other Loan Documents,  as amended hereby,  shall be
true and correct as of, and as if made on, the date hereof.  The  Borrower,  the
Banks and the Agents  agree that the Credit  Agreement  as amended  hereby shall
continue to be legal,  valid,  binding and  enforceable  in accordance  with its
terms.

     Section 4.2 Reference to the Credit Agreement.  Each of the Loan Documents,
including the Credit  Agreement and any and all other  agreements,  documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit  Agreement as amended hereby,  are hereby
amended so that any  reference in such Loan  Documents  to the Credit  Agreement
shall mean a reference to the Credit Agreement as amended hereby.

     Section 4.3 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.


     Section 4.4 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.



<PAGE>



     Section 4.5  Applicable  Law. This  Amendment and all other Loan  Documents
executed  pursuant  hereto shall be governed by and construed in accordance with
the laws of the State of New York.

     Section 4.6  Successors  and  Assigns.  This  Amendment is binding upon and
shall inure to the benefit of the Banks,  the Agents and the  Borrower and their
respective successors and assigns.

     Section 4.7  Counterparts.  This  Amendment  may be executed in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

     Section 4.8 Headings. The headings,  captions, and arrangements used in the
Amendment are for convenience  only and shall not affect the  interpretation  of
this Amendment.

     Section 4.9 NO ORAL AGREEMENTS.  THIS AMENDMENT AND ALL OTHER  INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL  AGREEMENTS  BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                [Balance of this page intentionally left blank.]





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     EXECUTED as of the day and year first above written.


     BORROWER:

     MAGNUM HUNTER RESOURCES, INC.



     By: ______________________________________________  
         Chris Tong 
         Senior Vice President and Chief Financial Officer


     ADMINISTRATIVE AGENT:

     BANKERS TRUST COMPANY



     By: ______________________________________________  
         Marcus  M.  Tarkington
         Principal


     SYNDICATION AGENT:

     CIBC INC.



     By: ______________________________________________ 
         Robin W. Elliott
         Authorized Signatory


     DOCUMENTATION AGENT AND COLLATERAL AGENT:

     PARIBAS



     By: ______________________________________________
         Brian M. Malone 
         Director

     -and-


     By:  ______________________________________________  
          Michael H. Fiuzat
          Vice President


<PAGE>



     ISSUING BANK:

     BANKERS TRUST COMPANY



     By: ______________________________________________ 
         Marcus M. Tarkington, Principal


     BANKS:

     BANKERS TRUST COMPANY


     By: ______________________________________________  
         Marcus M. Tarkington, Principal


     CIBC INC.



     By: ______________________________________________   
         Robin W. Elliott, Authorized Signatory


     PARIBAS


     By: ______________________________________________  
         Brian M. Malone, Director

     -and-


     By: ______________________________________________ 
         Michael H. Fiuzat, Vice President


     TORONTO DOMINION (TEXAS) INC.



     By: ______________________________________________


     WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION



     By: ______________________________________________ 
         Charles D. Kirkham, Vice President


<PAGE>


                          ACKNOWLEDGEMENT BY GUARANTORS

     Each of the  undersigned  Guarantors  hereby (i)  consents to the terms and
conditions of the First  Amendment,  (ii) confirms and ratifies the terms of the
Second Amended and Restated Subsidiary  Guaranty,  (iii) acknowledges and agrees
that its consent is not required for the  effectiveness  of the First  Amendment
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 Credit  Documents and (c) it has reviewed a
copy of the First Amendment.


     Executed as of September 11, 1998.


     GUARANTORS:

     HUNTER GAS  GATHERING,  INC.
     GRUY  PETROLEUM  MANAGEMENT  CO.
     MAGNUM HUNTER PRODUCTION, INC. 
     CONMAG ENERGY CORPORATION 
     RAMPART PETROLEUM, INC.



     By:   _______________________________________   
           Chris  Tong   
           Senior Vice President and Chief Financial Officer