EXHIBIT 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
----------
entered into as of the ___ day of December, 1997, by and between INLAND
RESOURCES, INC., a Washington corporation ("Inland") and INLAND REFINING, INC.,
------
a Utah corporation ("Refining"). The Sellers (as such term is hereinafter
--------
defined) are also executing this Agreement in order to evidence their consent
to, and agreement with, the terms and provisions hereof, and for the purpose
described in Section 6 hereof.
RECITALS
--------
A. Crysen Corporation, a Delaware corporation ("Crysen"), Crysen
------
Refining, Inc., a Delaware corporation ("CRI"), Sound Refining, Inc., a
---
Washington corporation ("SRI") (CRI and SRI being sometimes collectively
---
referred to herein as the "Sellers") and Inland, as purchaser have heretofore
-------
entered into a certain Asset Purchase and Sale Agreement (dated as of July 14,
1997), as amended by the Amendment, Second Amendment and Third Amendment (as
amended, the "Purchase Agreement"). Crysen was removed as a "Seller" and a
------------------
party to the Purchase Agreement pursuant to the Amendment dated September 12,
1997. Unless otherwise defined herein, terms defined in the Purchase Agreement
are used herein as therein defined.
B. Inland has agreed to assign to Refining certain of Inland's right,
title and interest in, to and under the Purchase Agreement INSOFAR AND ONLY
INSOFAR AS SAME cover or relate to the Subject Property (as such term is
hereinafter defined), and Refining has agreed to assume certain of the
obligations and liabilities of Inland under the Purchase Agreement, with the
effect that Refining will acquire the Subject Property directly from the Sellers
upon consummation of the transactions contemplated by the Purchase Agreement and
Inland will have no obligation or liability to the Sellers, or any other person,
for any of the obligations and/or liabilities assumed by Refining hereunder.
AGREEMENT
---------
Now, therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Inland and Refining hereby agree as follows:
1. Inland hereby assigns to Refining without recourse and without
representation, warranty or recourse of any kind or nature whatsoever except as
expressly provided to the contrary herein, all of Inland's rights and interests
in, to and under the Purchase Agreement, INSOFAR AND ONLY INSOFAR AS SAME cover
or relate to the property described in Exhibit "A" attached hereto (such
property described in Exhibit "A", subject to the limitations and exceptions set
forth in such Exhibit "A", being hereinafter collectively referred to as the
"Subject Property").
-----------------
1
2. Refining hereby assumes and agrees to timely pay, perform and satisfy
(or cause to be timely paid, performed and satisfied) each and all of the
obligations, covenants, agreements, duties, responsibilities and liabilities of
Inland under, or in connection with, the Purchase Agreement, excluding the
"Excluded Liabilities" described on Exhibit "A", but specifically including,
without limitation, the Assumed Obligations (as defined in the Purchase
Agreement) and any and all environmental liabilities, claims, responsibilities,
duties or obligations associated with the Subject Property (the obligations,
covenants, agreements, duties, responsibilities and liabilities so assumed by
Refining being collectively referred to herein as the "Assumed Liabilities");
-------------------
Refining hereby agrees to indemnify, defend, and hold Inland harmless from and
against any claims, including reasonable legal fees and expenses relating
thereto, against Inland based on the failure of Refining to pay, perform or
otherwise satisfy any of the Assumed Liabilities in a timely manner. Inland
agrees to notify Refining of any such claim(s) promptly in writing and to allow
Refining to control the proceedings relating thereto. Refining shall settle and
defend at its sole expense all proceedings arising out of the foregoing. Inland
agrees to cooperate fully with Refining during any such proceedings.
3. Without limiting the foregoing provisions hereof as between Inland and
Refining, from and after the date of execution of this Agreement by Inland,
Refining, and the Sellers, Refining shall be deemed to be the "Buyer" (as such
term is defined in the Purchase Agreement) under the Purchase Agreement (and to
have all of the rights and obligations attendant thereto) with respect to (i)
that portion of the "Assets" (as such term is defined in the Purchase Agreement)
as constitutes the Subject Property hereunder, (ii) that portion of the "Assumed
Obligations" as constitutes Assumed Liabilities hereunder and (iii) such portion
of the other liabilities, covenants, agreements, duties, responsibilities and
obligations of the Buyer under, or in connection with, the Purchase Agreement as
constitutes Assumed Liabilities hereunder.
4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS.
5. This Agreement may be executed by the parties hereto in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterpart(s) have been executed by
each of the parties and delivered to the other parties.
6. Inland, Refining and Sellers, by their execution of this Agreement,
hereby also agree that the Purchase Agreement shall be deemed to have been
amended contemporaneously herewith so as to be consistent with the provisions of
this Agreement and that the Sellers shall hereafter look solely and exclusively
to Refining (and not to Inland), and hereby release and discharge Inland, with
respect to the Assumed Liabilities.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement, as of the date first above
written.
2
INLAND RESOURCES INC.
By:_________________________________
Name:_______________________________
Title:______________________________
INLAND REFINING, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
ACKNOWLEDGED, AGREED AND CONSENTED TO:
CRYSEN REFINING, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
SOUND REFINING, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
3
EXHIBIT "A" TO ASSIGNMENT AND ASSUMPTION AGREEMENT
The term "Subject Property" shall mean and include all of the real
property, personal property, fixtures and improvements included as "Assets"
under the Purchase Agreement with respect to which Inland has not assigned the
right to purchase to either San Jacinto Carbon Company or Refinery Technologies,
Inc., subject to all liens, claims, leases and encumbrances of whatsoever nature
thereon as of the date of this Agreement, it being understood that Inland makes
no representations or warranties of any kind regarding the title or condition of
the Subject Property.
The term "Excluded Liabilities" shall mean only those Assumed Liabilities
assumed by San Jacinto Carbon Company and Refinery Technologies, Inc. under
their respective Assignment and Assumption Agreement, as the term "Assumed
Liabilities" is defined under each such Assignment and Assumption Agreement.
4
