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EXHIBIT 8
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the "Agreement") is made and
entered into as of September 21, 1999, by and among Inland Resources Inc. a
Washington corporation (the "Issuer"), Inland Holdings LLC, a California limited
liability company ("Holdings"), Trust Company of the West, a California trust
company, as Sub-Custodian for Mellon Bank for the benefit of Account No. CPFF
873-3032 ("Fund V"), Joint Energy Development Investments II Limited
Partnership, a Delaware limited partnership ("JEDI" and together with Holdings,
the "Purchasers"), Pengo Securities Corp., a Delaware corporation ("Pengo"),
▇▇▇▇▇ Energy Partnership, a New York general partnership ("SEP"), ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (collectively, the "▇▇▇▇▇ Individuals") (Pengo, SEP, and the ▇▇▇▇▇
Individuals, together with any of their respective affiliates, the "▇▇▇▇▇
Group").
W I T N E S S E T H
WHEREAS, Fund V is presently the holder of $75 million in
principal amount of junior secured debt of Inland Production Company, a Texas
corporation ("IPC"), plus accrued interest to the date hereof (principal and
interest collectively, the "Fund V Debt"), and TCW Portfolio No. 1555 DR V
Sub-Custody Partnership, L.P., a California limited partnership ("Portfolio,"
and collectively with Fund V, "TCW") is presently the holder of warrants (the
"Portfolio Warrants") to purchase 158,512 shares of the common stock, par value
$.001 per share of Issuer. The Portfolio Warrants together with the Fund V Debt
shall be referred to collectively herein as the "TCW Securities;"
WHEREAS, JEDI is presently the holder of 100,000 shares of the
Issuer's Series C Preferred Stock, plus accumulated dividends to the date hereof
(the "JEDI Securities");
WHEREAS, Fund V and Portfolio are members of Holdings;
WHEREAS, the Issuer, IPC, Inland Refining, Inc., a Utah
corporation ("Refining," and together with Issuer and IPC, the "Companies"), TCW
and Purchasers have entered into an exchange agreement dated as of even date
herewith (the "Exchange Agreement") whereby (i) TCW will exchange its entire
interest in the TCW Securities for the issuance to Holdings of (a) 10,757,747
shares of the Issuers' Series D Preferred Stock, (b) 5,882,901 shares of the
Issuer's Series Z Preferred Stock and (c) 11,642,949 shares of the Issuer's
Common Stock (such Series D Preferred Stock, Series Z Preferred Stock and Common
Stock of the Issuer issued to Holdings, the "Holdings New Securities"); and (ii)
JEDI will exchange its entire interest in the JEDI Securities for (a) 121,973
shares of the Issuer's Series E Preferred Stock and (b) 2,920,975 shares of the
Issuer's Common Stock (such Series E Preferred Stock and Common Stock issued to
JEDI, the "JEDI New Securities")(such transactions hereinafter referred to as
the "Exchange");
WHEREAS, the ▇▇▇▇▇ Group presently owns 5,712,071 shares (the
"▇▇▇▇▇ Securities") of the Issuer's Common Stock, as more specifically set forth
on Schedule A hereto
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(such schedule setting forth the record holder and number of such shares held by
each member of the ▇▇▇▇▇ Group);
WHEREAS, the execution of this Agreement is a condition to
closing of the Exchange Agreement;
WHEREAS, the Purchasers and the ▇▇▇▇▇ Group desire to make
certain provisions regarding, among other things, the election of directors of
the Issuer and the transfer of shares of capital stock of the Issuer:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, conditions and agreements contained
herein, the parties hereto, intending to be legally bound by the terms hereof,
agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms have the
following meanings, and capitalized terms not otherwise defined herein have the
meaning assigned to them in the Exchange Agreement as in effect on the date
hereof.
"Affiliate" or "affiliate" shall mean, with respect to any
Person, any other Person directly or indirectly controlling, controlled by or
under direct or indirect common control with such Person and, with respect to
Fund V or Holdings, any Person which is a participant in or beneficiary of Fund
V or Holdings, respectively. For purposes of this definition, "control" shall
mean the power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise); the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing. Notwithstanding the foregoing,
no individual shall be deemed to be an affiliate of a corporation solely by
reason of his or her being an officer or director of such corporation.
"Authorization" shall have the meaning ascribed to such term
in Section 5.2.
"Board" or "Board of Directors" shall mean the board of
directors of the Issuer.
"Commission" shall mean the United States Securities and
Exchange Commission or any other similar or successor agency of the federal
government administering the Securities Act.
"Common Stock" shall mean the common stock of the Issuer, par
value $.001 per share.
"Drag-Along Party" or "Drag-Along Parties" shall have the
meaning ascribed to such terms in Section 4.
"Drag-Along Shares" shall have the meaning ascribed to such
term in Section 4.
"Drag-Along Transaction" shall have the meaning ascribed to
such term in Section 4.
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"Holder" or "Holders" shall mean the Persons holding any of
the Securities, either individually or collectively as the context so requires.
"Merger Transaction" shall mean any merger, reorganization or
other business combination with any Person other than an affiliate where the
Issuer is not the surviving entity.
"Person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or agency or political
subdivision thereof.
"Preferred Stock" shall mean the authorized preferred stock of
the Issuer, par value $.001 per share.
"Preferred Stock Designation" shall mean the amendment to the
Articles of Incorporation of the Issuer, setting forth the terms of the Series D
Preferred Stock, Series E Preferred Stock and Series Z Preferred Stock.
"Prior Agreements" means those certain registration rights
agreements set forth on Schedule 3.2(c) to the Exchange Agreement and that
certain Tagalong Agreement dated July 21, 1997 by and among JEDI and Pengo.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor Federal statute and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time.
"Securities" shall mean the ▇▇▇▇▇ Securities, the JEDI New
Securities, the Holdings New Securities and any shares of Common Stock issued
upon conversion of the Series Z Preferred Stock.
"Series C Preferred Stock" shall mean the Series C Cumulative
Convertible Preferred Stock of the Issuer, par value $.001 per share.
"Series D Preferred Stock" shall mean the Series D Redeemable
Preferred Stock of the Issuer, par value $.001 per share.
"Series E Preferred Stock" shall mean the Series E Redeemable
Preferred Stock of the Issuer, par value $.001 per share.
"Series Z Preferred Stock" shall mean the Series Z Convertible
Preferred Stock of the Issuer, par value $.001 per share.
"Tag Transaction" shall have the meaning ascribed to such term
in Section 3.1.
"Tagalong Party" or "Tagalong Parties" shall have the meaning
ascribed to such terms in Section 3.1.
"Transfer" shall have the meaning ascribed to such term in
Section 2.
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"Transferor" shall have the meaning ascribed to such term in
Section 3.1.
"Transferee" shall have the meaning ascribed to such term in
Section 3.1.
"Voting Stock" shall mean the capital stock of any class or
classes of the Issuer, including, without limitation, the Common Stock, the
Series D Preferred Stock, the Series E Preferred Stock and the Series Z
Preferred Stock, the holders of which are entitled to participate generally in
the election of the members of the Issuer's Board, and any securities of the
Issuer convertible into, or exercisable or exchangeable for, any such capital
stock of the Issuer.
SECTION 2. RIGHT TO TRANSFER
Except as provided in Section 3 or 4 herein, Purchasers shall
have the right to freely sell, assign, transfer, give away or dispose of (any of
the foregoing being hereinafter referred to as a "Transfer") their respective
interests in the Securities, whether in whole or in part, to any Person without
restriction other than as set forth in Section 7.1 of the Exchange Agreement.
Subject to applicable securities laws, any restrictive legends on certificates
evidencing the ▇▇▇▇▇ Securities and any agreements governing or restricting
transfer of the ▇▇▇▇▇ Securities, the members of the ▇▇▇▇▇ Group may transfer
their respective interests in the Securities, whether in whole or in part, to
any Person without restriction.
SECTION 3. TAGALONG RIGHTS
3.1 If Holdings or any affiliate thereof ("Transferor")
transfers, other than in an offering pursuant to a registration statement or
pursuant to Rule 144 (or any successor provision) under the Securities Act, any
shares of Common Stock or Series Z Preferred Stock held by such Transferor to
any Person other than an affiliate of Holdings (a "Transferee") in one
transaction or a series of related transactions, which transfer or transfers
constitute the Transfer of a majority of the shares of Common Stock and Series Z
Preferred Stock held by Holdings and its affiliates as of the date hereof (a
"Tag Transaction"), then each of the ▇▇▇▇▇ Group and JEDI (each a "Tagalong
Party," and collectively, the "Tagalong Parties") shall have the right to sell
to the Transferee, on the same terms and conditions as provided with respect to
the sale by the Transferor to the Transferee, up to the number of shares of
Common Stock (rounded to the nearest whole share) equal to the product of (i)
the total number of shares of Common Stock which such Tagalong Party then owns
and (ii) a fraction with a numerator equal to the number of shares of Common
Stock and Series Z Preferred Stock then being sold by the Transferor and a
denominator equal to the total number of shares of Common Stock and Series Z
Preferred Stock owned by the Transferor. The right of the Transferor to sell
shall be subject to the condition that the Transferor shall cause the Transferee
that proposes to purchase the shares of the Transferor to offer to purchase, on
such terms, such number of shares from the Tagalong Parties; provided, however,
that if the Transferee is for any reason unwilling or unable to purchase the
aggregate number of shares from the Transferor together with the Tagalong
Parties desiring to Transfer shares in such transaction, then the number of
shares to be sold by each shall be proportionally reduced (based on the total
number of shares originally proposed to tag along or be sold) to such number as,
when taken with the number of shares to be sold by each other such party, shall
be equal to the number of shares which such Transferee is willing or able to
purchase (provided that such Transfer shall comply with the first sentence of
this Section 3.1). Each Tagalong Party
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shall only be entitled to sell shares of Common Stock under this Section 3 that
it owns as of the date hereof; securities acquired after the date hereof in any
manner shall not be subject to the tagalong rights provided in this Section 3.
3.2 The Transferor shall give written notice to the Tagalong
Parties at least fifteen (15) business days prior to any proposed Transfer(s) of
Common Stock or Series Z Preferred Stock constituting a Tag Transaction. The
notice shall specify the proposed Transferee, the number of shares of Common
Stock and/or Series Z Preferred Stock to be sold, the amount and type of
consideration to be received therefor, and the place and date on which the sale
is to be consummated. If either, or both, of the Tagalong Parties desire to
include shares of Common Stock in such sale pursuant to Section 3.1, such
Tagalong Party shall notify the Transferor not more than ten (10) business days
after its receipt of the notice from Transferor.
3.3 The tagalong rights set forth in this Section 3 shall not
be transferable or assignable by JEDI or by members of the ▇▇▇▇▇ Group, other
than, in each case, to their respective affiliates.
SECTION 4. DRAG-ALONG.
4.1 If Transferor sells, other than in a public offering
pursuant to a registration statement or pursuant to Rule 144 (or any successor
provision) under the Securities Act, shares of Common Stock and/or Series Z
Preferred Stock held by such Transferor to a Transferee in one transaction or a
series of related transactions which constitute the transfer of a majority of
the then outstanding shares of Common Stock and Series Z Preferred Stock of the
Issuer, Holdings and/or its affiliates may, at their option, cause each of the
members of the ▇▇▇▇▇ Group and JEDI (either party, and any affiliate thereof,
being a "Drag-Along Party" and collectively, the "Drag-Along Parties") to sell
to the Transferee, on the same terms and conditions as provided with respect to
the sale by Transferor to such Transferee, up to the number of shares of Common
Stock (rounded to the nearest whole share) equal to the product of (i) the total
number of shares of Common Stock which such Drag-Along Party then owns and (ii)
a fraction with a numerator equal to the number of shares of Common Stock and
Series Z Preferred Stock then being sold by the Transferor and a denominator
equal to the total number of shares of Common Stock and Series Z Preferred Stock
owned by the Transferor (such shares being "Drag-Along Shares" and such
transaction being a "Drag-Along Transaction"); provided however, that: (v)
Transferor shall only be entitled to drag along shares of Common Stock under
this Section 4 that the Drag-Along Party or Parties own as of the date hereof
(securities acquired after the date hereof in any manner shall not be subject to
the drag-along rights provided in this Section 4); (w) Transferor may not
receive more than the liquidation preference, plus accrued dividends thereon,
for the Series D Preferred Stock sold in a Drag-Along Transaction; (x) the price
for the Drag-Along Shares may not be lower than the price paid to other common
stockholders in the same or related transaction; (y) the consideration for the
Drag-Along Shares shall be paid in cash unless the relevant Drag-Along Party
consents to payment in a form other than cash; and (z) if the Drag-Along
Transaction is a Merger Transaction, the provisions of this Section 4.1 shall
not apply to the Common Stock held by JEDI unless the Series E Preferred Stock
then held by JEDI is redeemed in cash as of or prior to the effective date of
the Merger Transaction.
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4.2 If any of the Drag-Along Parties proposes to Transfer to
any of its affiliates any of the Common Stock held by such Drag-Along Party,
then such Drag-Along Party, as a condition to the exercise of such right of
Transfer, shall cause such Transferee to agree to be bound by this Section 4.
The drag-along rights set forth in this Section 4 shall not be applicable to
transferees of the Drag-Along Parties other than to their respective affiliates.
4.3 To exercise a drag-along right, Transferor shall give
written notice to the Drag-Along Party or Parties against whom the right is to
be enforced at least fifteen (15) business days prior to any proposed Transfer
of Common Stock and/or Series Z Preferred Stock. The notice shall specify the
terms of such Transfer and certify as to the facts supporting exercise of the
drag-along right. The Drag-Along Parties shall have ten (10) business days after
receipt of such notice (the "Drag-Along Notice Period") before such parties
shall be required to Transfer their shares to the Transferee. During the
Drag-Along Notice Period the Drag-Along Party or Parties in receipt of such
notice may not Transfer any Securities subject to Transferor's drag-along rights
under this Section 4 to any Person other than Transferor.
SECTION 5. BOARD OF DIRECTORS REPRESENTATION; AUTHORIZATION
AND CONVERSION.
5.1 Board of Directors Representation. From and after the date
hereof, each of Holdings, JEDI, the members of the ▇▇▇▇▇ Group and any of their
respective affiliates who hold Voting Stock shall vote their respective shares
of voting stock (including any shares of Voting Stock hereafter acquired, owned
or controlled by such Holder), at any regular or special meeting of shareholders
of the Issuer called for the purpose of filling positions on the Board, or in
any written consent executed in lieu of such a meeting of shareholders, and
shall otherwise take all actions necessary to ensure that (i) the Board consists
of six (6) members, and (ii) that one (1) individual shall be designated for
election to the board by the holders of Common Stock and Series Z Preferred
Stock. Each of JEDI and Holdings agrees that neither it nor its respective
affiliates shall vote their respective shares of Common Stock and Series Z
Preferred Stock then owned by such parties in the election of the individual to
be elected to the Board by the holders of the Common Stock and the Series Z
Preferred Stock pursuant to clause 5.1(ii) above so long as such respective
party or its affiliates hold Series D Preferred Stock or Series E Preferred
Stock and the ▇▇▇▇▇ Group continues to hold 10% or more of the combined
outstanding shares of Common Stock and Series Z Preferred Stock; provided,
however, that if Holdings and its affiliates shall not at such time hold Series
D Preferred Stock entitling it and its affiliates to elect four (4) members to
the Board, then Holdings may vote an amount of its Common Stock in the election
of directors in proportion to its reduction in number of directors it (and its
affiliates) are then entitled to appoint pursuant to the terms of the Series D
Preferred Stock. By way of example only, if Holdings (and its affiliates) may at
the time of an election elect only one (1) member to the Board pursuant to the
terms of their Series D Preferred Stock, then Holdings (and its affiliates)
shall be entitled to vote seventy-five percent (75%) of their Common Stock in
the election of directors by holders of the Common Stock. Each member of the
▇▇▇▇▇ Group agrees that it will not vote its respective shares of Common Stock
for the election of directors so long as the ▇▇▇▇▇ Group continues to hold 10%
or more of the combined outstanding shares of Common Stock and Series Z
Preferred Stock; provided, further, that, notwithstanding the foregoing, if the
▇▇▇▇▇ Group does not for any reason vote its respective shares of Common Stock
for the election of directors, then both Holdings and JEDI and their affiliates
may vote their Common Stock and
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Series Z Preferred Stock for the election of any director elected by holders of
Common Stock, in addition to directors that may be elected by holders of the
Series D Preferred Stock or the Series E Preferred Stock.
5.2 Authorization and Conversion. Until such time as all
shares of Series Z Preferred Stock is converted into Common Stock, each of
Holdings, each of the members of the ▇▇▇▇▇ Group and JEDI, and each of their
respective affiliates and transferees, agree to vote their shares of Voting
Stock at the Issuer's next meeting of shareholders in favor of and otherwise
cause the Issuer to increase the number of shares of Common Stock authorized for
issuance such that the total number of authorized shares of Common Stock of the
Issuer is greater than or equal to the sum of (a) the number of outstanding
shares of Common Stock, (b) the number of shares required to convert to Common
Stock all outstanding shares of the Series Z Preferred Stock as provided in the
Preferred Stock Designation after giving effect to the Exchange, and (c) the
number of shares of Common Stock reserved for issuance pursuant to warrants and
options authorized for issuance under the Issuer's existing stock option plans
or agreements (the "Authorization") so that the Issuer can thereupon
automatically convert the Series Z Preferred Stock to Common Stock as provided
in the Preferred Stock Designation. As soon as reasonably possible after
obtaining the Authorization, the Issuer shall cause the prompt filing of an
amendment to the Issuer's Articles of Incorporation with the Secretary of State
of Washington to give effect to the Authorization.
SECTION 6. WAIVER OF ANTI-TAKEOVER RIGHTS
To the extent permitted by law, each of JEDI and its affiliates and
each of the members of the ▇▇▇▇▇ Group and their affiliates, expressly waive all
rights and claims against Fund V, Holdings or the Issuer or otherwise with
respect to the transactions contemplated by the Exchange Agreement or any future
or subsequent transactions under any anti-takeover statutes of applicable law
including, but not limited to, Chapter 19 of the Washington Business Corporation
Act (RCW 23B.19.010 - 19.050).
SECTION 7. REPRESENTATIONS AND WARRANTIES; CONSENT TO EXCHANGE
Each member of the ▇▇▇▇▇ Group, respectively, hereby
represents, warrants and covenants as follows:
7.1 Pengo is the legal and beneficial holders of the ▇▇▇▇▇
Securities as set forth on Schedule A hereto next to its name. Pengo has neither
previously sold, assigned, conveyed, transferred or otherwise disposed of, in
whole or in part, its securities constituting all or a portion of the ▇▇▇▇▇
Securities, nor, as of the date hereof, has entered into any agreement to sell,
assign, convey, transfer or otherwise dispose of, in whole or in part, such
securities.
7.2 SEP is the legal and beneficial holder of the ▇▇▇▇▇
Securities as set forth on Schedule A hereto next to its name. SEP has neither
previously sold, assigned, conveyed, transferred or otherwise disposed of, in
whole or in part, its securities constituting all or a portion of the ▇▇▇▇▇
Securities, nor, as of the date hereof, has entered into any agreement to sell,
assign, convey, transfer or otherwise dispose of, in whole or in part, such
securities.
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7.3 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is the legal and beneficial holder of the
▇▇▇▇▇ Securities as set forth on Schedule A hereto next to his name. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ has neither previously sold, assigned, conveyed, transferred or otherwise
disposed of, in whole or in part, his securities constituting all or a portion
of the ▇▇▇▇▇ Securities, nor, as of the date hereof, has entered into any
agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or
in part, such securities.
7.4 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is the legal and beneficial holder of the
▇▇▇▇▇ Securities as set forth on Schedule A hereto next to his name. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ has neither previously sold, assigned, conveyed, transferred or otherwise
disposed of, in whole or in part, his securities constituting all or a portion
of the ▇▇▇▇▇ Securities, nor, as of the date hereof, has entered into any
agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or
in part, such securities.
7.5 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ is the legal and beneficial holder
of the ▇▇▇▇▇ Securities as set forth on Schedule A hereto next to her name.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ has neither previously sold, assigned, conveyed,
transferred or otherwise disposed of, in whole or in part, her securities
constituting all or a portion of the ▇▇▇▇▇ Securities, nor, as of the date
hereof, has entered into any agreement to sell, assign, convey, transfer or
otherwise dispose of, in whole or in part, such securities.
7.6 ▇▇▇▇ ▇. ▇▇▇▇▇ is the legal and beneficial holder of the
▇▇▇▇▇ Securities as set forth on Schedule A hereto next to his name. ▇▇▇▇ ▇.
▇▇▇▇▇ has neither previously sold, assigned, conveyed, transferred or otherwise
disposed of, in whole or in part, his securities constituting all or a portion
of the ▇▇▇▇▇ Securities, nor, as of the date hereof, has entered into any
agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or
in part, such securities.
7.7 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is the legal and beneficial holder of the
▇▇▇▇▇ Securities as set forth on Schedule A hereto next to his name. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ has neither previously sold, assigned, conveyed, transferred or otherwise
disposed of, in whole or in part, his securities constituting all or a portion
of the ▇▇▇▇▇ Securities, nor, as of the date hereof, has entered into any
agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or
in part, such securities.
7.8 Each of Pengo, SEP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, by signing this
Agreement, hereby consent, individually, and collectively as holders of a
majority of the Common Stock of the Issuer, to the transactions constituting, or
entered into in connection with, the Exchange.
SECTION 8. SPECIAL PURCHASE RIGHTS
Each time Holdings, Fund V or Portfolio (or any of their
affiliate transferees of Holdings' securities acquired under the Exchange
Agreement) endeavor to purchase shares of Common Stock from any Person not a
party hereto other than from an affiliate, Holdings shall offer to buy, for the
same price and on the same terms and conditions, a proportionate number (based
on the percentages set forth in Schedule A hereto or such other percentages as
specified in
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any subsequent notice) of shares of Common Stock from each member of the ▇▇▇▇▇
Group and JEDI equal in aggregate amount to the amount Holdings, Fund V or
Portfolio endeavor to purchase or the total number of shares of Common Stock
then held by members of the ▇▇▇▇▇ Group and JEDI, whichever is less, based on
the number of shares of Common Stock to be purchased by Holdings, Fund V or
Portfolio (or their affiliate transferees). If any offer pursuant to this
Section 8 is not accepted, in writing, within five (5) business days by any
member of the ▇▇▇▇▇ Group or JEDI, such offer shall be deemed rejected and
Holdings shall have no further obligations pursuant to this Section 8 with
respect to such member of the ▇▇▇▇▇ Group or JEDI and that particular purchase
of Common Stock by Holdings, Portfolio and/or Fund V (and/or their affiliate
transferees).
SECTION 9. MISCELLANEOUS
9.1 Successors and Assigns; Termination. Except as otherwise
expressly provided herein, this Agreement shall inure to the benefit of and be
binding upon the permitted successors and assigns of the parties hereto;
provided, however, as to any particular Securities, this Agreement shall
terminate and not apply when such Securities are no longer held by any members
of the ▇▇▇▇▇ Group, the Purchasers or their respective affiliates; provided
further that the provisions of Section 5.2 shall apply to Securities until all
outstanding Series Z Preferred Stock is converted to Common Stock; and provided
further, that the provisions of Section 8 shall apply to Holdings, Fund V and
Portfolio regardless of their holdings of Securities. Nothing herein shall be
construed to prohibit any future holder of the Securities from assuming the
rights and obligations under this Agreement.
9.2 Amendment and Waiver, etc. This Agreement may be amended,
and the observance of any term of this Agreement may be waived only with the
written consent of all parties adversely effected or impacted by such waiver or
amendment. No failure or delay on the part of any of the parties in exercising
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy. The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the parties at law or in equity or
otherwise.
9.3 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.
9.4 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
9.5 Specific Performance. The parties recognize that money
damages may be inadequate to compensate for a breach of the obligations
hereunder, and irrevocably agree that the remedy of specific performance or the
granting of such other equitable remedies as may be appropriate may be granted
in order to afford the parties the benefits of this Agreement and the
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parties shall not object and waive any right to object to such remedies on the
grounds that money damages will not be sufficient to compensate for a breach
hereof.
9.6 Notices. All communications under this Agreement shall be
in writing and shall be effective (a) upon hand delivery or delivery by telecopy
or facsimile, if delivered on a business day during normal business hours where
such notice is to be received or (b) on the second business day following the
date of mailing by first class mail, postage prepaid or by express or courier
service, fully prepaid or upon actual receipt of such mailing, whichever shall
first occur:
(i) if to any party hereto at its address for notice specified
beneath its name on the signature page hereof, or at such
other address as it may have furnished in writing to the
Issuer; or
(ii) if to any other Person who is the registered holder of any
Preferred Stock, to the address for the purpose of such holder
as it appears in the stock ledger of the Issuer.
9.7 Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of Washington.
9.8 Prior Agreement. Upon execution of this Agreement by the
parties hereto, the Prior Agreements shall be automatically terminated as of the
date hereof.
10
11
IN WITNESS WHEREOF, the parties hereto have executed this
Shareholders Agreement as of the day and year first above written.
INLAND RESOURCES INC.,
a Washington corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Co-Chief Executive Officer
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
11
12
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
By: TCW PORTFOLIO NO. 1555 DR V SUB-CUSTODY
PARTNERSHIP, L.P., a California limited
partnership, Member
By: TCW ROYALTY COMPANY V, a
California corporation, Managing
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With Copies To:
TCW Asset Management Company
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
12
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TRUST COMPANY OF THE WEST,
a California trust company, as Sub-Custodian
for Mellon Bank for the benefit of Account No.
CPFF 873-3032
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Managing Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With Copies To:
TCW Asset Management Company
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
13
14
JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Enron Capital Management II Limited
Partnership, its General Partner
By: Enron Capital II Corp., its General
Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Address for Notices:
Enron North America Compliance Department
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇/4946
14
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PENGO SECURITIES CORP., a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
15
16
▇▇▇▇▇ ENERGY PARTNERSHIP, a New York general
partnership
By: ▇▇▇▇▇ Management LLC,
a New York limited liability company,
its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
16
17
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
17
18
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, an individual
Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual
Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
18
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SCHEDULE A
Shares of Common Stock of the Issuer Held By Members of the ▇▇▇▇▇ Group and JEDI
after giving effect to the Exchange
--------------------------------------------------------------------------------------------------------------------
HOLDER SHARES OF COMMON STOCK ▇▇▇▇▇ GROUP SHARE PERCENTAGE
--------------------------------------------------------------------------------------------------------------------
Pengo Securities Corp.* 4,029,269 46.67%
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ Energy Partnership* 152,220 1.76
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇* 874,410 10.13
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇* 163,735 1.90
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇* 108,000 1.25
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇* 163,735 1.90
--------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇* 220,702 2.56
--------------------------------------------------------------------------------------------------------------------
JEDI 2,920,975 33.83
--------------------------------------------------------------------------------------------------------------------
TOTAL 8,633,046 100%
----- --------- ----
--------------------------------------------------------------------------------------------------------------------
* members of the ▇▇▇▇▇ Group
19