0000854271-04-000025 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas • Texas

This Employment Agreement (the “Agreement”) is made and entered into as of the 1st day of January, 2003 (the “Effective Date”), by and between Magnum Hunter Resources, Inc., a Nevada corporation (“Magnum Hunter”) and its affiliates, Gruy Petroleum Management Co., a Texas Corporation and a wholly-owned subsidiary of Magnum Hunter, (collectively, the “Employer”) and Morgan F. Johnston (“Employee”).

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SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Seventh Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of August 8, 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 cap

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MAGNUM HUNTER RESOURCES, INC., as Issuer and THE SUBSIDIARY GUARANTORS party hereto Floating Rate Convertible Senior Notes Due 2023
Magnum Hunter Resources Inc • March 15th, 2004 • Crude petroleum & natural gas • New York
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SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

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 capaci

Sample 1
NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Ninth Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of December 10, 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 ca

Sample 1
WAIVER AND EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Waiver and Eighth Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of October 31, 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

Sample 1
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Fourth Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of September 6, 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 c

Sample 1
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Third Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of August 28, 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 capa

Sample 1
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This First Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of April 19, 2002, 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

Sample 1
WAIVER AND SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

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 su

Sample 1
WAIVER AND FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2004 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

This Waiver and Fifth Amendment to Fourth Amended and Restated Credit Agreement (this “Amendment”) dated as of November 20, 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

Sample 1
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