Exhibit 99.1
EXECUTION COPY
TERMINATION AGREEMENT dated as of October 4, 2001,
between INDUS ACQUISITION COMPANY, an Indiana corporation
("Sub"), and AMTRAN, INC., an Indiana corporation (the
"Company").
WHEREAS Sub and the Company entered into an Agreement and Plan of
Merger dated as of June 18, 2001 (the "Merger Agreement");
WHEREAS Section 8.01(a) of the Merger Agreement provides that the
Merger Agreement may be terminated at any time prior to the Effective Time by
the mutual written consent of Sub and the Company Board on behalf of the Company
if the Special Committee agrees to such termination;
WHEREAS, at a meeting held on the date hereof, the Special Committee
agreed to the termination of the Merger Agreement pursuant to Section 8.01(a)
thereof;
WHEREAS the Company Board, at a meeting held on the date hereof,
approved the termination of the Merger Agreement pursuant to Section 8.01(a)
thereof and the execution and delivery of this Agreement; and
WHEREAS, by written consent dated the date hereof, the sole member of
the Board of Directors of Sub approved the termination of the Merger Agreement
pursuant to Section 8.01(a) thereof and the execution and delivery of this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Termination of the Merger Agreement. Pursuant to Section
8.01(a) of the Merger Agreement, Sub and the Company hereby terminate the Merger
Agreement.
SECTION 2. Representations and Warranties. (a) Sub represents and
warrants to the Company that it has all requisite corporate power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery by Sub of this
Agreement and the consummation by Sub of the transactions contemplated by this
Agreement have been duly authorized by all necessary corporate action on the
part of Sub. Sub has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding
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obligation, enforceable against it in accordance with its terms.
(b) The Company represents and warrants to Sub that it has all
requisite corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated by this Agreement. The execution
and delivery by the Company of this Agreement and the consummation by the
Company of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate action on the part of the Company,
including approval by the Company Board and the Special Committee. The Company
has duly executed and delivered this Agreement, and this Agreement constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with its terms.
SECTION 3. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.
SECTION 4. Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the Merger
Agreement.
SECTION 5. Counterparts. This Agreement may be executed in one or more
separate counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.
SECTION 6. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
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IN WITNESS WHEREOF, Sub and the Company have duly executed this
Agreement, each as of the date first written above.
INDUS ACQUISITION COMPANY,
by /s/ J. Xxxxxx Xxxxxxxxx
______________________________________
Name: J. Xxxxxx Xxxxxxxxx
Title: Chairman
AMTRAN, INC.,
by /s/ Xxxxxxx X. Xxxxx
______________________________________
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President & CFO