THIRD AMENDMENT TO SECURITY AGREEMENT
THIS THIRD AMENDMENT TO SECURITY AGREEMENT ("Third
Amendment") dated as of May 21, 1999, is made between XCL Land,
Ltd. ("Borrower") and Estate of J. Xxxxx Xxxxxx ("Lender"), who
agree as follows:
Recitals
WHEREAS, the Borrower and the Lender entered into that
certain Security Agreement dated November 6, 1998, as amended by
that certain First Amendment to Security Agreement dated January
15, 1999, as amended by that certain Second Amendment to Security
Agreement dated as of April 13, 1999 (the "Security Agreement")
in order to secure the full and punctual payment and performance
of the indebtedness described therein (capitalized terms used but
not defined herein shall have the meaning given to them in the
Security Agreement); and
WHEREAS, pursuant to Section 11 of the Security
Agreement, the Lender agreed that in the event additional Units
were sold or additional New Funds were provided to Borrower by
persons other than Lender and secured by partnership interests in
the Partnership, Lender would immediately upon demand by Borrower
(one or more times, as appropriate) execute further amendments to
the Security Agreement releasing a percentage of the Borrower's
Partnership Interest sufficient to allocate the security
interests in the partnership interest of the Partnership among
the Unit holders or other providers of New Funds on a
proportionate basis (provided that no reduction in such security
interest need be made with respect to amounts of New Funds in
excess of an aggregate of $6,200,000 principal outstanding); and
WHEREAS, an additional $200,000 in New Funds has been
provided to Borrower thereby making the aggregate principal
amount of New Funds outstanding equal to $2,700,000 with Lender
having contributed $950,000 of such funds; and
WHEREAS, Borrower has requested that Lender execute
this Second Amendment to release a portion of its security
interest and amend the Security Agreement to reflect the Lender's
revised security interest.
NOW, THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Partial Release of Collateral. Lender
hereby releases the following collateral:
(1) 2.8% of Grantor's now owned or hereafter acquired
Partnership Interest in the Partnership;
(2) 2.8% of any and all monies and other distributions (cash or
property), allocations or payments made or to be made to Grantor
pursuant to the Partnership Agreement or attributable to the
Partnership Interest;
(3) all General Intangibles related in any way to the collateral
described in clauses 1 or 2 above;
(4) all Proceeds and products of all or any of the collateral
described in clauses 1-3 above.
Section 2. Amendments to Security Agreement. The
Security Agreement is hereby amended as follows:
(a) The reference to "38.0%" in Section 2(A)(1) and
2(A)(2) is hereby deleted and the phrase "35.2%" is substituted
in its place.
Section 3. Effect of Amendment. Except as expressly
amended hereby and except as to the collateral released pursuant
hereto, the Security Agreement shall remain in full force and
effect.
Section 4. Titles of Sections. All titles or headings
to sections of this Third Amendment are only for the convenience
of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such sections, such
other content being controlling as to the agreement between the
parties hereto.
Section 5. Governing Law. This Third Amendment is a
contract made under and shall be construed in accordance with and
governed by the laws of the United States of America and the
State of Louisiana.
Section 6. Counterparts. This Third Amendment may be
executed in two or more counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained
on any one counterpart hereof, each counterpart shall be deemed
an original, but all of which when taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Borrower and the Lender have
caused this Third Amendment to be duly executed as of the date
first above written.
WITNESSES: BORROWER:
XCL LAND, LTD.
_________________________ By:________________________________
Name:____________________ Name:___________________________
(Please Print) Title:__________________________
_________________________
Name:____________________
(Please Print)
LENDER:
ESTATE OF J. XXXXX XXXXXX
_________________________ By:________________________________
Name:____________________ Name:___________________________
(Please Print) Title:__________________________
_________________________
Name:____________________
(Please Print)
