Termination Agreement between Inland Resources Inc. and Hampton Investments LLC (Smith)

Summary

This agreement, effective August 2, 2001, is between Inland Resources Inc., Hampton Investments LLC (referred to as Smith), and certain individuals. It terminates all warrants and options held by Smith to purchase Inland Resources' common stock, making them null and void as of the effective time. Smith agrees to return all related certificates or provide affidavits if lost. The agreement is a condition for other financial transactions between the parties and ensures no further rights or obligations exist regarding the terminated warrants and options.

EX-10.4 8 dex104.txt TERM. AGREE. - HAMPTON INV. AND INLAND EXHIBIT 10.4 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"), Arthur J. Pasmas, Bruce Schnelwar, Thomas J. Trzanowski and Hampton Investments LLC, a Delaware limited liability company ("HAMPTON"). WHEREAS, Hampton and/or one or more of its affiliates (referred to herein as "SMITH") 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 Smith being referred to as the "SMITH WARRANTS AND OPTIONS"); WHEREAS, Smith 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 Smith; and WHEREAS, it is a condition to the obligations of Issuer under the Note Purchase Agreements that Smith execute this Agreement to terminate the Smith Warrants and Options, including any documentation related thereto. NOW, THEREFORE, in consideration of their respective obligations under the Note Purchase Agreements, Smith and the Issuer hereby agree: Section 1. TERMINATION. Smith and the Issuer hereby terminate the Smith Warrants and Options, and no party shall have any further rights or obligations to any other party with respect to the Smith Warrants and Options. Smith shall return to the Issuer, on or before the Effective Time (as defined below), either originals of or any certificates evidencing the Smith Warrants and Options in the possession of Smith for cancellation by the Issuer or an affidavit of lost certificate with respect to any such certificate(s). The Smith Warrants and Options shall be null and void as of the Effective Time. Section 2. CONCERNING THE TERMINATED SMITH WARRANTS AND OPTIONS. Smith represents and warrants that (a) Smith has full title to the Smith Warrants and Options, (b) Smith 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 Smith and constitutes a legal, valid and binding obligation of Smith, enforceable against it in accordance with its terms. Section 3. FURTHER ASSURANCES. Smith 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/ 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 HAMPTON INVESTMENTS LLC By: /s/ Steven R. Kamen --------------------------------------- Name: Steven R. Kamen Title: Senior Vice President Address for Notices: Hampton Investments LLC c/o Smith Management LLC 885 3rd Avenue, 34th Floor New York, New York 10022 Attention: General Counsel Telephone: (212) 888-5500 Facsimile: (212) 702-0145 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attention: Judith Thoyer, Esq. Telephone: (212) 373-3000 Facsimile: (212) 757-3990 /s/ Arthur J. Pasmas -------------------------------------------- Arthur J. Pasmas /s/ Bruce Schnelwar -------------------------------------------- Bruce Schnelwar /s/ Thomas J. Trzanowski -------------------------------------------- Thomas J. Trzanowski SCHEDULE 1 TO SMITH 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 Smith) 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 Bruce Schnelwar. o Options to purchase 1,200 shares of common stock granted to Thomas J. Trzanowski.