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"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
Investments LLC, a Delaware limited liability company ("HAMPTON").
WHEREAS, Hampton and/or one or more of its affiliates
(referred to herein as "▇▇▇▇▇") 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 ▇▇▇▇▇ being referred to as the "▇▇▇▇▇ WARRANTS AND OPTIONS");
WHEREAS, ▇▇▇▇▇ 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 ▇▇▇▇▇;
and
WHEREAS, it is a condition to the obligations of Issuer under
the Note Purchase Agreements that ▇▇▇▇▇ execute this Agreement to terminate the
▇▇▇▇▇ Warrants and Options, including any documentation related thereto.
NOW, THEREFORE, in consideration of their respective
obligations under the Note Purchase Agreements, ▇▇▇▇▇ and the Issuer hereby
agree:
Section 1. TERMINATION. ▇▇▇▇▇ and the Issuer hereby
terminate the ▇▇▇▇▇ Warrants and Options, and no party shall have any further
rights or obligations to any other party with respect to the ▇▇▇▇▇ Warrants and
Options. ▇▇▇▇▇ shall return to the Issuer, on or before the Effective Time (as
defined below), either originals of or any certificates evidencing the ▇▇▇▇▇
Warrants and Options in the possession of ▇▇▇▇▇ for cancellation by the Issuer
or an affidavit of lost certificate with respect to any such certificate(s). The
▇▇▇▇▇ Warrants and Options shall be null and void as of the Effective Time.
Section 2. CONCERNING THE TERMINATED ▇▇▇▇▇ WARRANTS AND
OPTIONS. ▇▇▇▇▇ represents and warrants that (a) ▇▇▇▇▇ has full title to the
▇▇▇▇▇ Warrants and Options, (b) ▇▇▇▇▇ 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 ▇▇▇▇▇
and constitutes a legal, valid and binding obligation of ▇▇▇▇▇, enforceable
against it in accordance with its terms.
Section 3. FURTHER ASSURANCES. ▇▇▇▇▇ 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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Glast, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
HAMPTON INVESTMENTS LLC
By: JWA INVESTMENTS IV LLC, its
managing member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Address for Notices:
Hampton Investments LLC
c/o Smith Management LLC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
SCHEDULE 1
TO
▇▇▇▇▇ 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 ▇▇▇▇▇) 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 ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇.
o Options to purchase 1,200 shares of common stock granted to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇.