SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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TEL OFFSHORE TRUST
(Name of Subject Company)
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MAGNUM HUNTER RESOURCES, INC.
(Bidder)
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Units of Beneficial Interest 872382 10 6
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Morgan F. Johnston, Esq.
Vice President, General
Counsel and Secretary
Magnum Hunter Resources, Inc.
600 East Las Colinas Boulevard
Suite 1200
Irving, Texas 75039
(972) 401-0752
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
--------------------
Copies to:
David E. Morrison, Esq.
Thompson & Knight, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
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<PAGE>
TENDER OFFER
A Tender Offer Statement on Schedule 14D-1 was filed by Magnum Hunter
Resources, Inc., a Nevada corporation ("Purchaser"), on January 28, 1998 in
connection with the offer by Purchaser to purchase 2,261,770 Units of beneficial
interest (the "Units"), of TEL Offshore Trust, a trust created under the laws of
the State of Texas (the "Trust"), or such other number of Units that, together
with the Units owned by Purchaser represents 51% of the Trust's outstanding
Units on the date of purchase, at $5.80 per Unit, net to the seller in cash,
without interest thereon, on the terms and subject to the conditions set forth
in the Offer to Purchase dated January 28, 1998 (the "Offer to Purchase"), and
in the related Letter of Transmittal and any amendments or supplements thereto.
On February 23, 1998, the Purchaser amended its offer by offering to
purchase 2,261,770 Units of the Trust or such other number of Units that,
together with the Units owned by Purchaser represents 51% of the Trust's
outstanding Units on the date of purchase, at a revised purchase price of $5.50
per Unit, net to the seller in cash, without interest thereon, on the terms and
subject to the conditions set forth in the Offer to Purchase(as modified
pursuant to that certain supplemental letter to Unitholders dated February 23,
1998, a copy of which is attached hereto as Exhibit (a)(11)).
<PAGE>
Item 11. Material to Be Filed as Exhibits
(a)(l) Offer to Purchase, dated January 28, 1998. Previously filed
and incorporated herein by reference.
(a)(2) Letter of Transmittal. Previously filed and incorporated
herein by reference.
(a)(3) Notice of Guaranteed Delivery. Previously filed and
incorporated herein by reference.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees. Previously filed and incorporated herein
by reference.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. Previously filed
and incorporated herein by reference.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9. Previously filed and incorporated
herein by reference.
(a)(7) Form of Summary Advertisement, dated January 28, 1998.
Previously filed and incorporated herein by reference.
(a)(8) Text of Press Release, dated January 28, 1998, issued by
Purchaser. Previously filed and incorporated herein by
reference.
(a)(9) Cover Letter, dated January 28, 1998, from Purchaser to Unit
holders of the Trust. Previously filed and incorporated herein
by reference.
(a)(10) Text of Press Release, dated February 23, 1998, issued by
Purchaser.
(a)(11) Supplemental Letter dated February 23, 1998.
(b)(1) Amended and Restated Credit Agreement, dated April 30, 1997,
between Magnum Hunter Resources, Inc. and Bankers Trust
Company, et al. (Incorporated by Reference to Registration
Statement on Form S-4, File No. 333-31149)
(b)(2) First Amendment to Amended and Restated Credit Agreement dated
April 30, 1997, between Magnum Hunter Resources, Inc. and
Bankers Trust Company, et al (Incorporated by Reference to
Registration Statement on Form S-4 File No. 333-31149)
(b)(3) Second Amendment to the Amended and Restated Credit Agreement
dated April 30, 1997, between Magnum Hunter Resources, Inc.and
Bankers Trust Company, et al (Incorporated by Reference to
Form 10-QSB for the period ended September 30, 1997).
(c)(1) Letter Agreement between Oklahoma Oil Corporation, Chip
Langston and Magnum Hunter Resources, Inc.
(c)(2) Amendment to Letter Agreement between Oklahoma Oil
Corporation, Chip Langston and Magnum Hunter Resources,Inc.
(d) None.
(e) Not applicable.
(f) None.
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 23, 1998
MAGNUM HUNTER RESOURCES, INC.
By: /s/ GARY C. EVANS
- -------------------------------------
Name: Gary C. Evans
Title: President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
(a)(10) Text of Press Release, dated February 23, 1998, issued by
Purchaser.
(a)(11) Supplemental Letter dated February 23, 1998.
(c)(1) Letter Agreement between Oklahoma Oil Corporation, Chip
Langston and Magnum Hunter Resources, Inc.
(c)(2) Amendment to Letter Agreement between Oklahoma Oil
Corporation, Chip Langston and Magnum Hunter Resources,Inc.
Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd., Suite 1200, Irving, TX 75039
Phone (972) 401-0752 Fax (972) 401-3110
Internet Address: http://www.magnumhunter.com
NEWS
FOR IMMEDIATE RELEASE
American Stock Exchange
o Common - MHR
o Bonds - MHR.B
- --------------------------------------------------------------------------------
MAGNUM HUNTER ANNOUNCES AMENDMENT
TO TEL OFFSHORE TRUST TENDER OFFER
Irving, Texas, February 23, 1998, Magnum Hunter Resources, Inc. ("Magnum
Hunter") announced today that its tender offer to purchase 2,261,770 Units of
beneficial interest of TEL Offshore Trust (OTC Bulletin Board - "TELOZ"), or
such other number of Units that, together with the Units already owned by Magnum
Hunter, represents 51% of the Trust's outstanding Units as described in the
Offer to Purchase dated January 28, 1998, has been amended.
The new offer reflects a revised purchase price of $5.50 per Unit as compared to
Magnum Hunter's previous offer of $5.80 per Unit. The reduction in price is due
to the reduced value of the Trust's oil and gas properties as reflected in the
most recent reserve study prepared by the Trust's independent reservoir
engineers, DeGolyer and MacNaughton, as of October 31, 1997 and recently
distributed to all Unitholders by the Trustee. Additionally, the Securities and
Exchange Commission has requested that Magnum Hunter clarify certain other
matters contained in its offer to purchase control of the Trust. Magnum Hunter
is mailing today a supplemental letter to all Unitholders of the Trust
discussing these amendments.
In addition, due to the change in the offer price, Magnum Hunter has extended
the time of its offer from 12:00 midnight New York City time on Friday, February
27, 1998, to 12:00 midnight New York City time on Friday, March 6, 1998. As of
close of business Thursday, February 19,1998, 194,294 Units have been tendered
in TEL Offshore Trust and including the Units already owned by Magnum Hunter
represents 7.5% of the total Units outstanding.
####
Magnum Hunter Resources, Inc. is an exploration and development company engaged
in four principal activities: (1) the acquisition, production and sale of crude
oil, condensate and natural gas; (2) the gathering, transmission and marketing
of natural gas; (3) the managing and operating of producing oil and natural gas
properties for interest owners; and (4) providing consulting and U.S.
export services to facilitate Latin American trade in energy products.
FOR FURTHER INFORMATION CONTACT: MICHAEL P. MCINERNEY,
INVESTOR RELATIONS (972) 401-0752
- --------------------------------------------------------------------------------
MAGNUM HUNTER RESOURCES, INC.
600 East Las Colinas Blvd., Suite 1200
Irving, Texas 75039
February 23, 1998
To Unit holders of TEL Offshore Trust:
Magnum Hunter Resources, Inc., a Nevada corporation ("Purchaser"), is
offering to purchase 2,261,770 Units of beneficial interest (the "Units") of TEL
Offshore Trust, a trust created under the laws of the State of Texas (the
"Trust"), or such other number of Units that, together with the Units then owned
by Purchaser, represents 51% of the Trust's outstanding Units on the date of
purchase, at a revised purchase price of $5.50 per Unit (such amount, or such
other amount per Unit paid pursuant to the Offer (as defined below), being
hereinafter referred to as the "Offer Price"), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated January 28, 1998 (as herein modified) and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Capitalized terms
used herein but not defined shall have the respective meanings ascribed to them
in the Offer to Purchase. The purpose of this letter is to highlight certain
factors that should be considered by Unit holders in evaluating the Offer and to
clarify and amend certain matters contained in the Offer to Purchase.
THE OFFER PRICE HAS BEEN REDUCED FROM $5.80 PER UNIT TO $5.50 PER UNIT FOR THE
REASONS DISCUSSED BELOW UNDER "CONSIDERATIONS--RESERVES; REDUCTION OF OFFER
PRICE." EXPIRATION DATE OF THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAS
BEEN EXTENDED TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY,
MARCH 6, 1998, UNLESS THE OFFER IS FURTHER EXTENDED.
--------------------
Considerations
In considering our Offer, Unit holders should consider the following
factors:
o Reserves; Reduction of Offer Price. Purchaser understands that the
Trustee has distributed, or is distributing, to Unit holders the reserve report
dated January 30, 1998 of DeGolyer and MacNaughton, independent petroleum
consultants ("D&M"). Such report estimates as of October 31, 1997, with respect
to the Trust's interest in the Partnership's share of the royalty interests,
proved reserves of 701,993 bbl of oil and condensate and 3,395,940 Mcf of gas
with future net revenue of $24,285,366 having a present worth at 10% of
$20,459,874 (or $4.31 per Unit). The reserve report of D&M dated January 30,
1997 estimates that as of October 31, 1996 the corresponding proved reserves
were 918,021 bbl of oil and condensate and 4,893,525 Mcf of gas with future net
revenue of $30,903,022 having a present worth at 10% of $24,550,924 (or $5.17
per Unit). The lower proved reserves, future net revenue and present worth as of
October 31, 1997, which were estimated using commodity prices above current
prices, have caused Purchaser to reduce the Offer Price from $5.80 per Unit to
$5.50 per Unit. The revised Offer Price nevertheless represents an approximately
28% premium over the present worth per Unit of $4.31 as of October 31, 1997. If
a Unit holder who has already tendered Units wishes to withdraw such tender as a
result of the reduced Offer Price or otherwise, such Unit holder should comply
with the procedures set forth under "Withdrawal Rights" in Section 4 of the
Offer to Purchase.
o Premium over Recent Market Prices. Purchaser has included a premium in
the Offer Price above the market price of the Units reported during 1996, 1997
and to this date in 1998.
<PAGE>
o No Reliance on Independent Valuation of Units. Purchaser has made its own
independent analysis in establishing the Offer Price. No independent person has
been retained to evaluate or render any opinion with respect to the fairness of
the Offer Price, and no appraisals have been obtained by Purchaser of the value
of the Units. The Offer Price was established by Purchaser and is not the result
of arm's length negotiations.
o Probability of Proration. Because Purchaser is tendering for 2,261,770
Units and proration will occur unless exactly that number of Units is tendered,
consummation of the Offer will most likely not cause a reduction in the number
of Unit holders. Therefore, Unit holders who tender their Units in the Offer
will probably continue to own Units following completion of the Offer.
o Potential Effects of the Offer on Unit Holders Who Either Do Not Tender
Their Units or Own Units Following Consummation of the Offer (Whether due to
Proration of Units or Otherwise). If the Offer is consummated, Purchaser, as
owner of 51% of the outstanding Units, will have the ability, among other
things, to (i) amend most provisions of the Trust Agreement, (ii) remove the
Trustees, (iii) appoint an independent or affiliated third party as the
successor Corporate Trustee, (iv) terminate the Trust and thereby cause a
dissolution of the Partnership, and (v) acquire additional Units of the Trust
(provided Purchaser obtains the consent of Lender). Upon a dissolution of the
Partnership, proceeds from the liquidation or sale of the Partnership's assets
would be distributed to the Unit holders. While Purchaser acknowledges that it
would have the ability to effect the foregoing actions, it currently has no
intentions to do so. Further, Purchaser will not be able to amend the Trust
Agreement to reduce or terminate distributions payable to Unit holders without
the consent of the Trustees and the holders of 100% of the Units.
o Potential for Limitations on Resales Following Consummation of the Offer.
Whether the Units will continue to be traded on the OTC Bulletin Board will
depend upon the number of Unit holders and/or the aggregate market value of the
Units remaining, the interest in maintaining a market in the Units on the part
of securities firms and the possible termination of registration of the Units
under the Exchange Act. Because the number of Unit holders is unlikely to
decrease substantially (see "Probability of Proration" above), it is unlikely
that the Units will be eligible for deregistration under the Exchange Act.
Although it is likely the number of Unit holders will remain unchanged as a
result of the Offer, liquidity will likely be reduced due to the high percentage
of Units held by Purchaser.
<PAGE>
o Tax Consequences to Unit Holders and the Trust upon Tender of Units. A
sale of Units will be a taxable transaction for federal income tax purposes. A
U.S. Unit holder will recognize gain or loss measured by the difference between
the Offer Price plus its share, if any, of the Partnership's liabilities and its
adjusted tax basis in the Unit. A Non-U.S. Holder who owns more than 5% of the
outstanding Units (approximately 237,575 Units) will be subject to United States
income tax on the gain on the sale of its Units. If as a result of the Offer,
there is a sale or exchange of 50% or more of the total interests in Partnership
capital and profits within a 12 month period, a termination of the Partnership
will occur for federal income tax purposes. As a result, the Partnership's
taxable year would close, the Partnership's tax elections would terminate, and
the basis of the Partnership's property attributable to the Purchaser's interest
in the Partnership may be adjusted.
o Opportunity to Sell Units. While the Units are traded on the OTC Bulletin
Board, the opportunity to sell Units may be limited because of the relatively
low trading volume on the OTC Bulletin Board. The Offer affords Unit holders an
opportunity to dispose of at least a significant portion of their Units. In
addition, tendering Unit holders will not incur any brokers' fees in selling
Units pursuant to the Offer.
Clarifications and Amendments to the Offer to Purchase
With respect to the reference in Section 11, page 18, of the Offer to
Purchaser, Purchaser wishes to clarify that the "certain persons" that contacted
Purchaser in September 1997 about the opportunity to acquire a controlling
interest in the Trust through a tender offer were Oklahoma Oil Company ("OOC")
and Chip Langston. Under the Agreement dated October 13, 1997 (the "OOC
Agreement") with OOC and Mr. Langston, Purchaser agreed to pay OOC and Mr.
Langston a fee based on the total number of Units acquired through open market
purchases and the Offer. The fee is payable one-half in cash and one-half in
Purchaser's stock and 60% to OOC and 40% to Mr. Langston. The fee is expected to
be approximately $232,000 and is calculated using a formula based on declining
percentages of the aggregate purchase price paid for all Units. The fee
compensates OOC and Mr. Langston for (i) identifying the opportunity to acquire
a majority interest in the Trust through a tender offer; (ii) providing an
analysis and other work products assessing the structure and potential
opportunities with respect to the Trust and its indirect ownership of the
Partnership and the royalty interests (including a general evaluation of the
applicable reserve estimates and a liquidation analysis with respect to the
Trust); (iii) providing limited consultation services to Purchaser in connection
with the Offer; and (iv) assigning to Purchaser 13 confidentiality agreements
and four noncircumvention agreements (collectively, the "Noncircumvention
Agreements") between OOC and the companies to which OOC had made a presentation
about acquiring a controlling interest in the Trust through a tender offer. The
assignment of the Noncircumvention Agreements was intended to effectively
preclude the other parties thereto from utilizing OOC's proposal and information
in competing with Purchaser for acquisition of a controlling interest in the
Trust. The OOC Agreement originally required OOC and Mr. Langston, in connection
with this Offer, to tender to Purchaser all Units owned or controlled by them,
but such agreement was amended on February 20, 1998 to release OOC and Mr.
Langston from such obligation. It is Purchaser's understanding that Mr. Langston
owns no Units and OOC owns 12,500 Units, all of which OOC intends to sell in the
open market prior to completion of the Offer. All of the analyses provided by
OOC and Mr. Langston were based upon publicly available information. In addition
to the aforementioned information, Purchaser engaged an independent consultant
who examined federal lease records and attended industry association meetings at
which industry participants discussed activities in the Gulf of Mexico.
<PAGE>
In addition, Purchaser hereby amends the first sentence of the first
paragraph in Section 2 of the Offer to Purchase to read in its entirety as
follows: "Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment and will pay for the
Minimum Number of Units that are validly tendered on or prior to the Expiration
Date, and not properly withdrawn in accordance with Section 4 below, promptly
after the Expiration Date." Similarly, clause "(3)" in the first paragraph in
Section 14 of the Offer to Purchase is hereby amended to substitute "(3) at any
time before the Expiration Date" for "(3) at any time before acceptance for
payment of, or payment for, Units."
Other
Each Unit holder must make his or her own decision based on his or her
particular circumstances. Unit holders should consult with their respective
advisers about the financial, tax, legal and other implications to them of
accepting the Offer.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Requests for
additional copies of the Offer to Purchase, the Letter of Transmittal, the
Notice of Guaranteed Delivery and other related materials may be directed to the
Information Agent or to brokers, dealers, commercial banks and trust companies.
The Information Agent for the Offer is:
CIC Investor Communications, Inc.
111 Commerce Road o Carlstadt, New Jersey 07072-2586
Banks and Brokers call toll-free (800) 346-7885
All others call toll-free (800) 206-9438
Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd. o Suite 1200 o Irving, TX 75039 o
(972) 401-0752 o Fax (972) 401-3110
Mailing Address: P.O. Box 140908 o Irving, TX 75014-0908
An American Stock Exchange Company
STRICTLY CONFIDENTIAL
October 13, 1997
Oklahoma Oil Company
300 Crescent Court
Suite 1170
Dallas, Texas 75201
Attn: Wheeler M. Sears, President
Dear Mr. Sears:
We are pleased to set forth the terms of the compensation arrangement
between Oklahoma Oil Company ("Oklahoma Oil"), Chip Langston ("Langston") and
Magnum Hunter Resources, Inc. (collectively, with its affiliates, "Magnum
Hunter").
1. In consideration of Oklahoma Oil and Langston identifying a certain
acquisition target, the TEL Offshore Trust, a trust created under the Texas
Trust Act (the "Target") on behalf of Magnum Hunter, and Oklahoma Oil and
Langston agreeing to not identify the Target to any other parties, or assist any
other party to acquire the Target, after the execution date of this Agreement,
Magnum Hunter agrees to pay Oklahoma Oil and Langston, or its assigns,
collectively, the following compensation:
(a) Magnum Hunter shall pay to Oklahoma Oil and Langston a fee (the
"Fee"), allocated in the following proportions: sixty percent (60%) to Oklahoma
Oil and forty percent (40%) to Chip Langston, based upon the following schedule:
5% for the first million dollars of the Acquisition Price 4%
for the second million dollars of the Acquisition Price 3% for
the third million dollars of the Acquisition Price 2% for the
fourth million dollars of the Acquisition Price 1% for each
million dollars of the Acquisition Price thereafter.
(b) The "Acquisition Price" shall be defined as the total cash and non-cash
consideration (including securities of Magnum Hunter) paid by Magnum Hunter to
the equity owners of the Target for a minimum 51% equity ownership position in
Target pursuant to (i) open market purchases and (ii) a proposed cash and/or
stock tender offer (the "Tender Offer") to be made by Magnum Hunter. All
non-cash consideration shall be valued at fair market value at the date of
issuance. In the case
<PAGE>
of common stock of Magnum Hunter, fair market value shall be defined as the
closing price of the common stock as reported by the American Stock Exchange,
and in all other cases, fair market value shall be determined as agreed to in
good faith between the parties. In the event Magnum Hunter ultimately acquires a
greater than 51% equity ownership in the Target, the Fee earned shall be based
upon the Acquisition Price for the total amount acquired and not just the
minimum 51%.
(c) Notwithstanding anything in this Agreement to the contrary,
Oklahoma Oil and Langston agree that if Magnum Hunter terminates or abandons the
Tender Offer, or is otherwise unsuccessful in acquiring at least a 51% percent
ownership interest in the Target, then Magnum shall be obligated to pay the Fee
for the equity interests acquired based on the Acquisition Price (as defined)
for such interests. In addition, in the event that a third party makes a
competitive bid for the Target in competition with Magnum Hunter and Magnum
Hunter elects to terminate its Tender Offer and accept the offer made by such
third party, Magnum Hunter shall pay the Fee to Oklahoma Oil and Langston based
upon the difference between the price received by Magnum Hunter for its equity
interests in the Target and all of Magnum Hunter's direct out-of-pocket costs in
acquiring such equity interests, including but not limited to, the purchase
price paid for such interests and legal, accounting and other costs and fees
associated with the Tender Offer.
(d) The Fee shall be paid upon the consummation of the transaction or
event resulting in Magnum Hunter acquiring at least a 51% ownership interest in
the Target and shall be paid fifty percent (50%) in cash and fifty percent (50%)
in restricted common stock of Magnum Hunter. In the event that Magnum Hunter
continues to acquire equity ownership interests in the Target after the
transaction that causes Magnum Hunter to own at least the minimum 51% threshold,
Magnum Hunter shall pay the remainder of the Fee solely in restricted common
stock of Magnum Hunter on a quarterly basis, as it accumulates further equity
interests. The common stock consideration will be calculated based upon the
average of the closing price of Magnum Hunter's stock ten (10) business days
prior to closing as traded on the American Stock Exchange.
2. Oklahoma Oil and Langston agree that the fee described above is the
total compensation that Magnum Hunter will agree to pay for both Oklahoma Oil
and Langston identifying the Target.
3. Oklahoma Oil and Langston both agree that for any and all shares
representing an equity ownership in the Target which they own beneficially, of
record, or exercise any type of control over (voting, investment, or otherwise),
on the date of this Agreement or acquired subsequent thereto (the "Target
Shares"), they shall accept the Tender Offer made by Magnum Hunter for the
ownership interests in the Target and shall tender all of such Target Shares to
Magnum Hunter for the Tender Offer price. Magnum Hunter, Oklahoma Oil and
Langston agree that this provision shall no longer be binding on any party
hereto upon Magnum Hunter abandoning or terminating the tender offer prior to
completion.
4. Magnum Hunter agrees to indemnify and hold harmless Oklahoma Oil and
Langston and its successors and assigns for the full amount of all losses,
claims, expenses or liabilities
2
<PAGE>
(including without limitation reasonable attorneys' fees) arising from or
relating to any actions taken by Magnum Hunter directly or indirectly in
connection with the acquisition of equity interests of the Target, including but
not limited to the Tender Offer.
5. Oklahoma Oil and Langston agree that they shall assign any and all
their rights and obligations under any and all confidentiality and/or
non-circumvent agreements entered into with any and all persons and parties in
connection with or related to the possible acquisition of the Target, as shown
on the attached Exhibit A, to Magnum Hunter. Oklahoma Oil and Langston agree to
use their best efforts to assist Magnum Hunter in enforcing its rights under the
assigned agreements.
6. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED
BY THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE FULLY
PERFORMED THEREIN.
7. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto and of the indemnified parties
hereunder and their successors and assigns and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto
shall be binding upon their respective successors and assigns; provided that
this Agreement may not be assigned by either party without the express written
consent of the other party.
8. For the convenience of the parties, any number of counterparts of
this Agreement may be executed by the parties hereto. Each such counterpart
shall be, and shall be deemed to be, an original instrument, but all such
counterparts taken together shall constitute one and the same Agreement. This
Agreement may not be modified or amended except in writing signed by the parties
hereto.
If the foregoing correctly sets forth our Agreement, please sign the
enclosed copy of this letter in the space provided and return it to us.
Very truly yours,
Magnum Hunter Resources, Inc.
/s/ Gary C. Evans
--------------------
Gary C. Evans,
President
Confirmed and Agreed to this 13th day of October, 1997.
Oklahoma Oil Company Chip Langston
/s/ Wheeler M. Sears /s/ Chip Langston
By:______________________ ___________________
Wheeler M. Sears, President Chip Langston
3
Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd., Suite 1200
Irving, Texas 75039
February 20, 1998
Oklahoma Oil Company
Mr. Chip Langston
300 Crescent Court, Suite 1170
Dallas, Texas 75201
Gentlemen:
Reference is made to the letter agreement dated October 13, 1997 (the
"Agreement") setting forth the terms of the compensation arrangement between you
and Magnum Hunter Resources, Inc. with respect to a possible acquisition of TEL
Offshore Trust. Magnum Hunter Resources, Inc. and you hereby agree, effectively
immediately, to amend the Agreement to delete paragraph 3 thereof in its
entirety.
If this letter correctly sets forth the understanding between Magnum Hunter
Resources, Inc. and you, please so indicate by signing below in the space
provided.
Very truly yours,
Magnum Hunter Resources, Inc.
/s/ Gary C. Evans
By:_____________________________
Gary C. Evans, President
ACCEPTED AND AGREED:
OKLAHOMA OIL COMPANY
/s/ Wheeler M. Sears
By:_______________________
Wheeler M. Sears,
President
/s/ Chip Langston
By:_______________________
Chip Langston
