SECOND WARRANT AMENDMENT AGREEMENT
This Second Warrant Amendment Agreement dated as of May 21,
1999 by and between XCL Ltd., a Delaware corporation ("XCL"), and
Xxxxx X. Xxxxxx (the "Warrantholder").
W I T N E S S E T H:
WHEREAS, the Warrantholder holds 21,705 warrants to purchase
shares of common stock, par value $0.01 per share, of XCL having
been originally issued pursuant to Warrant Certificate No. LM-7
dated March 25, 1999 and reflecting an exercise price of $1.50
per share of common stock (subject to adjustment as therein
provided) (the "Warrant Certificate"); and
WHEREAS, the Warrantholder acquired the Warrant Certificate
in connection with his purchase of one Unit in a private offering
by XCL Land Ltd., a wholly owned subsidiary of XCL and XCL Ltd.,
to a limited number of qualified investors of up to 62 Units each
Unit consisting of $100,000 in principal amount of a promissory
note of XCL Land (collectively the "Notes" and individually a
"Note") and 21,705 Warrants (the "Warrants"); and
WHEREAS, the exercise price contained in the Warrant
Certificate has previously been reduced by Warrant Amendment
Agreement dated as of April 13, 1999 from $1.50 to $1.3125 per
share of common stock (subject to adjustment as therein
provided); and
WHEREAS, the Subscription Agreement pursuant to which the
Warrantholder subscribed for the Unit referenced above provides
that until the Warrantholder's Note is paid in full, if the terms
of the Units (including the Notes and the Warrants) are amended,
no amendment shall be effective until it is offered to the other
Unit owners and either accepted or rejected by them; and
WHEREAS, in order to induce a new purchaser to subscribe for
additional Units, XCL agreed to reduce the exercise price of the
Warrants from $1.3125 to $1.25 per share of common stock (subject
to adjustment as therein provided), which was the price agreed to
on April 21, 1999, the date on which the new purchaser agreed to
purchase two Units if the exercise price of the Warrants was so
reduced and which price is higher than the closing price of the
common stock of XCL on that date; and
WHEREAS, pursuant to his Subscription Agreement, the
Warrantholder was offered the same amendment and accepted it.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and confirmed, the parties hereto
hereby agree as follows:
1. The definition of "Initial Exercise Price" in the
first paragraph of the Warrant Certificate is hereby amended to
read as follows:
"... at the initial exercise price
of U.S. $1.25 per share (the "Initial
Exercise Price") ..."
All other terms and provisions of the first paragraph of the
Warrant Certificate shall remain unchanged.
2. This Second Warrant Amendment Agreement shall not
constitute a waiver or amendment of any other provision of the
Warrant Certificate not expressly referred to herein and except
as expressly amended hereby, the provisions of the Warrant
Certificate are and shall remain in full force and effect.
3. Upon surrender of the original Warrant Certificate,
XCL shall issue a new Warrant Certificate of like tenor and an
equivalent number of Warrants to the Warrantholder reflecting the
amendment set forth in paragraph 1 above.
4. This Second Warrant Amendment Agreement sets forth
the entire understanding of the parties hereto with respect to
the subject mater hereof and may be executed in counterparts,
each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same
agreement.
5. This Second Warrant Amendment Agreement shall be
governed by and construed in accordance with the internal laws of
the State of Delaware without regard to conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this
Second Warrant Amendment Agreement to be duly executed and
delivered as of the date and year first above written.
XCL LTD.
By:______________________________
Title:_____________________________
WARRANTHOLDER:
_________________________________
Xxxxx X. Xxxxxx
