EXHIBIT 99.1
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") and Inland Holdings, LLC, a California a California limited liability
company ("HOLDINGS").
WHEREAS, Holdings is the holder of warrants, rights and
options to purchase the common stock, par value $.001 per share, of Issuer
("COMMON STOCK"), set forth on Schedule 1 hereto (all such warrants and options
held by Holdings being referred to as the "TCW WARRANTS AND OPTIONS");
WHEREAS, Holdings is a party to that certain Exchange and Note
Issuance Agreement (the "EXCHANGE AGREEMENT") dated as of August 2, 2001, by and
among the Issuer and Inland Production Company, a Texas corporation; and
WHEREAS, it is a condition to the obligations of Issuer under
the Exchange Agreement that Holdings execute this Agreement to terminate the TCW
Warrants and Options, including any documentation related thereto.
NOW, THEREFORE, in consideration of their respective
obligations under the Exchange Agreement, Holdings and the Issuer hereby agree:
Section 1. TERMINATION. Holdings and the Issuer hereby
terminate the TCW Warrants and Options, and no party shall have any further
rights or obligations to any other party with respect to the TCW Warrants and
Options. Holdings shall return to the Issuer, on or before the Effective Time
(as defined below), either originals of any certificates evidencing the TCW
Warrants and Options in the possession of Holdings for cancellation by the
Issuer or an affadavit of lost certificate with respect to any such
certificate(s). The TCW Warrants and Options shall be null and void as of the
Effective Time.
Section 2. CONCERNING THE TERMINATED TCW WARRANTS AND OPTIONS.
Holdings represents and warrants that (a) Holdings has full title to the TCW
Warrants and Options, (b) Holdings 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
Holdings and constitutes a legal, valid and binding obligation of Holdings,
enforceable against it in accordance with its terms.
Section 3. FURTHER ASSURANCES. Holdings 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 Exchange Agreement, which take place simultaneously, are
effective.
Section 9. DEFINITIONS. Capitalized terms not otherwise
defined herein have the respective meanings set forth in the Exchange Agreement.
[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
INLAND HOLDINGS LLC, a California
limited liability company
By: TRUST COMPANY OF THE WEST, a
California trust company, as
Sub-Custodian for Mellon Bank for the
benefit of Account No. CPFF 873-3032,
Member
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx
Managing Director
By: /s/ XXXXXX X. XXXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxxx
Managing Director
By: TCW HOLDINGS NO. 1555 DR V
SUB-CUSTODY PARTNERSHIP, L.P., a
California limited partnership, Member
By: TCW ROYALTY COMPANY, a
California corporation,
Managing General Partner
By: /s/ XXXXXX X. XXXXXXXX
---------------------------
Xxxxxx X. Xxxxxxxx
Vice President
Address for Notices:
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
000 X. Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SCHEDULE 1
TO
TERMINATION AGREEMENT
The "Purchaser Adjustment Options" described in Section 8.12 of that certain
Exchange Agreement dated as of September 21, 1999 between Issuer, Holdings and
others.
