EXHIBIT 4
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "AGREEMENT") is dated as of
August 2, 2001 (but is effective as of the Effective Time, as defined in SECTION
8 hereof) by and among Inland Resources Inc., a Washington corporation (the
"ISSUER"), Xxxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxx and Xxxxxxx
Investments LLC, a Delaware limited liability company ("HAMPTON").
WHEREAS, Hampton and/or one or more of its affiliates
(referred to herein as "XXXXX") is the holder of warrants, rights and options to
purchase the common stock, par value $.001 per share, of Issuer ("COMMON
STOCK"), as set forth on Schedule 1 hereto (all such warrants and options held
by Xxxxx being referred to as the "XXXXX WARRANTS AND OPTIONS");
WHEREAS, Xxxxx is party to those certain Senior Subordinated
Note Purchase Agreement and Junior Subordinated Note Purchase Agreement
(collectively, the "NOTE PURCHASE AGREEMENTS") dated as of August 2, 2001, by
and among the Issuer, Inland Production Company, a Texas corporation and Xxxxx;
and
WHEREAS, it is a condition to the obligations of Issuer under
the Note Purchase Agreements that Xxxxx execute this Agreement to terminate the
Xxxxx Warrants and Options, including any documentation related thereto.
NOW, THEREFORE, in consideration of their respective
obligations under the Note Purchase Agreements, Xxxxx and the Issuer hereby
agree:
Section 1. TERMINATION. Xxxxx and the Issuer hereby
terminate the Xxxxx Warrants and Options, and no party shall have any further
rights or obligations to any other party with respect to the Xxxxx Warrants and
Options. Xxxxx shall return to the Issuer, on or before the Effective Time (as
defined below), either originals of or any certificates evidencing the Xxxxx
Warrants and Options in the possession of Xxxxx for cancellation by the Issuer
or an affidavit of lost certificate with respect to any such certificate(s). The
Xxxxx Warrants and Options shall be null and void as of the Effective Time.
Section 2. CONCERNING THE TERMINATED XXXXX WARRANTS AND
OPTIONS. Xxxxx represents and warrants that (a) Xxxxx has full title to the
Xxxxx Warrants and Options, (b) Xxxxx has all authority, consents and approvals
necessary to enter into this Agreement and to perform fully its obligations
hereunder and (c) this Agreement has been duly executed and delivered by Xxxxx
and constitutes a legal, valid and binding obligation of Xxxxx, enforceable
against it in accordance with its terms.
Section 3. FURTHER ASSURANCES. Xxxxx shall perform such
acts and duly authorize, execute, acknowledge, deliver, file and record such
additional releases, agreements, documents, instruments and certificates as the
Issuer may reasonably deem necessary or appropriate to carry out the purposes of
this Agreement.
Section 4. SUCCESSORS AND ASSIGNS. Except as otherwise
expressly provided herein, this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties whether so
expressed or not.
Section 5. COUNTERPARTS. Two or more duplicate
originals of this Agreement may be signed by the parties, each of which shall be
an original but all of which together shall constitute one and the same
instrument.
Section 6. SEVERABILITY. In the event that any one or
more of the provisions, or portion thereof, contained herein, or the application
thereof in any circumstances, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision, or portion thereof,
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
Section 7. GOVERNING LAW. This Agreement shall be
construed in accordance with and governed by the law of the State of Washington.
Section 8. SIMULTANEOUS EFFECTIVENESS. For purposes of
this Agreement, the "EFFECTIVE TIME" is the time at which the transactions
contemplated under the Note Purchase Agreements, which take place
simultaneously, are effective.
Section 9. DEFINITIONS. Capitalized terms not otherwise
defined herein have the respective meanings set forth in the Note Purchase
Agreements.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
INLAND RESOURCES INC.,
a Washington corporation
By: /s/ Xxxx XxxXxxxx
---------------------------------------
Xxxx XxxXxxxx
Chief Executive Officer
000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx XxxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Glast, Xxxxxxxx, Xxxxxx & Co.
00000 Xxxx Xxxx, X.X. 00
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HAMPTON INVESTMENTS LLC
By: JWA INVESTMENTS IV LLC, its
managing member
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address for Notices:
Hampton Investments LLC
c/o Smith Management LLC
000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxxxx
--------------------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxxx
SCHEDULE 1
TO
XXXXX TERMINATION AGREEMENT
o The "Purchaser Adjustment Options" described in Section 8.12 of that
certain Exchange Agreement between Issuer, Joint Energy Development
Investment II Limited Partnership (the assignor of such Purchaser
Adjustment Options to Xxxxx) and others.
o Options to purchase 1,500 shares of common stock granted to Art Pasmas.
o Options to purchase 600 shares of common stock granted to Xxxxx
Xxxxxxxxx.
o Options to purchase 1,200 shares of common stock granted to Xxxxxx X.
Xxxxxxxxxx.
