LIMITED
WAIVER AND CONSENT

This
Limited Waiver and Consent (this Waiver) dated as of March 3, 2005, is
by and among MAGNUM HUNTER RESOURCES, INC., a Nevada corporation (the
Borrower), each of the Banks (as defined in the Credit Agreement
referred to below) party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS(formerly
named Bankers Trust Company), individually, as administrative agent (the
Administrative Agent).

PRELIMINARY
STATEMENT

WHEREAS,
the Borrower, each Bank then a party, the Administrative Agent, the other agents party
thereto, and the Issuer have heretofore entered into that certain Fourth Amended and
Restated Credit Agreement dated as of March 15, 2002 (as amended or modified from time to
time prior to the date hereof, the 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 Borrower has entered into a certain Agreement and Plan of Merger dated as of January
25, 2005, among Cimarex Energy Co. (Cimarex), Cimarex Nevada
Acquisition Co., and the Borrower (as amended, the Cimarex Merger
Agreement); and

WHEREAS,
the Borrower has requested that the Administrative Agent and the Banks (i) waive any
breach of Section 7.2.11(c) of the Credit Agreement that may have occurred as a result of
the inadvertent applicability of Section 5.2(a)(iii) of the Cimarex Merger Agreement to
the Borrowers Restricted Subsidiaries, and (ii) consent to distribution by the
Borrower of all or a portion of the trust units of the TEL Offshore Trust owned by the
Borrower or any Subsidiary of the Borrower at any time prior to the earlier of (x)
consummation of the merger transaction contemplated in the Cimarex Merger Agreement and
(y) the termination or expiration of the Cimarex Merger Agreement, notwithstanding the
provisions of Section 7.2.6(a) of the Credit Agreement to the extent necessary to permit
the Borrower to distribute such trust units, so long as no Event of Default shall exist at
the time of such distribution.

NOW
THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
the parties agree as follows:

Section 1. Limited Waiver of
Section 7.2.11(c) of the Credit Agreement. The Administrative Agent and the
Banks party hereto hereby waive any breach of Section 7.2.11(c) of the Credit Agreement
(which restricts the Borrower or any of its Restricted Subsidiaries from entering into any
agreement that prohibits the ability of any Restricted Subsidiary to make any payments,
directly or indirectly, to the Borrower by way of, among other things, dividends) that may
have occurred and may be continuing as a result of the applicability of Section
5.2(a)(iii) of the Cimarex Merger Agreement to the Borrowers Restricted Subsidiaries
(which provides, in relevant part, that none of the Subsidiaries of the Borrower shall
declare, set aside or pay any dividends or other distributions with respect to its capital
stock without the prior consent of Cimarex) from the date that the Cimarex Merger
Agreement became effective until the earlier of (x) consummation of the merger
transaction contemplated in the Cimarex Merger Agreement and (y) the termination or
expiration of the Cimarex Merger Agreement, provided that the Borrower and its Restricted
Subsidiaries shall have (and the Borrower does hereby represent and warrant to the Agents,
Issuer and Banks that the Borrower and its Restricted Subsidiaries do have) the right and
ability under the Cimarex Merger Agreement to make when due all payments of Obligations
under the Credit Agreement or any other Loan Document.

Section 2. Consent to TEL
Offshore Distribution. The Administrative Agent and the Banks party hereto
hereby consent to and agree that, notwithstanding anything to the contrary set forth in
Section 7.2.6(a) of the Credit Agreement (which prohibits the Borrower or any of its
Restricted Subsidiaries from, among other things, declaring, paying or making any dividend
or distribution (in cash, property or obligations) on any shares of any class of the
Borrowers Capital Stock (now or hereafter outstanding) other than dividends or
distributions payable in the Borrowers common stock or warrants to purchase the
Borrowers common stock or splitups or reclassifications of the Borrowers
Capital Stock into additional or other shares of its common stock), Section 7.2.6 of the
Credit Agreement is hereby waived insofar as, and only insofar as, the Borrower shall be
expressly permitted to declare and make a distribution of all or a portion of the trust
units of the TEL Offshore Trust to the holders of the Borrowers Capital Stock at any
time from the date hereof until the earlier of (x) consummation of the merger
transaction contemplated in the Cimarex Merger Agreement and (y) the termination or
expiration of the Cimarex Merger Agreement, provided that no Event of Default shall exist
at the time of any such distribution.

Section 3. Limited Waiver and
Consent; Ratification. This Waiver is a limited waiver and consent with
respect to the specific matters set forth herein, and the provisions of this Waiver shall
be strictly limited as set forth in Section 1 and Section 2 above. Borrower hereby
ratifies and confirms all of the Obligations under the Credit Agreement and the other Loan
Documents.

Section 4.
Effectiveness. This Waiver shall become effective on the first date
on which each of the conditions set forth in this Section 4 is satisfied:

| | (a) | The Administrative Agent shall have received duly executed counterparts of this
               Waiver from the Borrower and from Banks constituting at least the Majority
               Banks;
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| | (b) | The Borrower shall have confirmed and acknowledged to the Agents, the Issuer and
               the Banks, and by its execution and delivery of this Waiver the Borrower does
               hereby confirm and acknowledge to the Administrative Agent and the Banks, that
               (i) the execution, delivery and performance of this Waiver 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 (after giving effect to this Waiver).
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Section 5. Governing
Law. THIS WAIVER 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 Waiver 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 6.
Miscellaneous. (a) On and after the effectiveness of this Waiver,
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
Waiver; (b) the execution, delivery and effectiveness of this Waiver shall not operate as
a waiver of any default of the Borrower (except as expressly set forth in this Waiver) 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 (except
as expressly set forth in this Waiver); (c) this Waiver 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 Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Waiver.

Section 7. Final
Agreement. THIS WAIVER REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.

EXECUTED
as of the day and year first above written.

| | BORROWER:MAGNUM HUNTER RESOURCES, INC. By:Name:    Title:                                                                                                                                                                 
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| | AGENTS, BANKS AND ISSUERDEUTSCHE BANK TRUST COMPANY AMERICAS (formerly named Bankers
    Trust Company), as Administrative Agent, Collateral Agent,
    Issuer and a BankBy:  Name:    Title:     - and -By:  Name: Title:
| | BNP PARIBAS, as Documentation Agent and a Bank By:  Name: Title:  - and -By:  Name: Title:                                                                                                                                
| | BANK OF AMERICA, N.A., as Co-Syndication Agent and a BankBy: Name: Title:                                                                                                                                                 
| | BANK OF MONTREAL, as Co-Syndication Agent  By:   Name: Title:                                                                                                                                                             
| | HARRIS NESBITT FINANCING, INC.,
    (formerly known as BMO Nesbitt Burns Financing, Inc.), as a
    BankBy:    Name:  Title:                                                                                              
| | FORTIS CAPITAL CORP., as a Bank By:  Name: Title: - and -  By: Name:Title:                                                                                                                                                
| | BANK OF SCOTLAND, as a BankBy:   Name: Title:                                                                                                                                                                             
| | THE BANK OF NOVA SCOTIA, as a Bank By:   Name:  Title:                                                                                                                                                                    
| | UNION BANK OF CALIFORNIA, N.A., as a BankBy: Name:Title:                                                                                                                                                                  
| | COMPASS BANK, as a BankBy:    Name: Title:                                                                                                                                                                                
| | COMERICA BANK, successor by merger with Comerica Bank-Texas,
    as a Bank By:  Name:Title:                                                                                                                               
| | CALYON NEW YORK BRANCH, as a Bank By:   Name: Title: - and -  By: Name:Title:                                                                                                                                             
| | HIBERNIA NATIONAL BANK, as a BankBy:   Name:Title:                                                                                                                                                                        
| | U.S. BANK NATIONAL ASSOCIATION, as a Bank By:  Name: Title:                                                                                                                                                               
| | THE ROYAL BANK OF SCOTLAND plc, as a BankBy: Name:Title:                                                                                                                                                                  
| | AUSTRALIA AND NEW ZEALAND
    BANKING GROUP LIMITED, as a BankBy: Name: Title:                                                                                                                                            
| | SOUTHWEST BANK OF TEXAS N.A., as a Bank By:  Name:Title:                                                                                                                                                                  
| | STERLING BANK, as a Bank By: Name:Title:                                                                                                                                                                                  
| | SOCIETE GENERALE, as a BankBy: Name:Title:                                                                                                                                                                                

ACKNOWLEDGMENT
BY GUARANTORS

Each
of the undersigned Guarantors hereby (i) consents to the terms and conditions of that
certain Limited Waiver and Consent to Fourth Amended and Restated Credit Agreement dated
as of March 3, 2005 (the Waiver), (ii) acknowledges and agrees that its
consent is not required for the effectiveness of the Waiver, (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 Waiver.

Executed
to be effective as of March 3, 2005.

| | 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:        Title: PRIZE ENERGY RESOURCES, L.P. By:   Prize Operating Company,          as its general partner By: __________________________           Name:         Title:
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