EX-99.1 8 a2056120zex-99_1.txt EXHIBIT 99.1 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/ MARC MACALUSO ------------------------------- Marc MacAluso Chief Executive Officer 410 17th Street, Suite 700 Denver, Colorado 80202 Attention: Marc MacAluso Telephone: (303) 893-0102 Facsimile: (303) 893-0103 With a copy to: Glast, Phillips, Murray & Co. 13355 Noel Road, L.B. 48 Dallas, Texas 75240 Attention: Michael D. Parsons, Esq. Telephone: (972) 419-8311 Facsimile: (972) 419-8329 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/ ARTHUR R. CARLSON ------------------------------- Arthur R. Carlson Managing Director By: /s/ THOMAS F. MEHLBERG ------------------------------- Thomas F. Mehlberg 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/ THOMAS F. MEHLBERG --------------------------- Thomas F. Mehlberg Vice President Address for Notices: 865 South Figueroa Street Los Angeles, California 90017 Attention: Arthur R. Carlson Attention: Thomas F. Mehlberg Telephone: (213) 244-0053 Facsimile: (213) 244-0604 With a copy to: Milbank, Tweed, Hadley & McCloy LLP 601 S. Figueroa Street, 30th Floor Los Angeles, California 90017 Attention: David A. Lamb, Esq. Telephone: (213) 892-4000 Facsimile: (213) 629-5063 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.