FIRST AMENDMENT TO AND ASSUMPTION OF SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AND ASSUMPTION OF SECURITY
AGREEMENT ("Second Amendment") dated as of September 30, 1999, is
made between XCL-Texas, Inc. ("XCL-Texas") and Northern
Securities Limited ("Lender"), who agree as follows:
Recitals
WHEREAS, XCL Land, Ltd. ("XCL Land") and the Lender
entered into that certain Security Agreement dated May 17, 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, XCL Land assigned a 1% general partnership
interest in the Partnership to XCL-Texas and withdrew as general
partner of the Partnership; and
WHEREAS, XCL Land's remaining partnership interest was
converted to a limited partnership interest and, thereafter, XCL
Land merged with and into The Exploration Company of Louisiana,
Inc. (ATECLI@); and
WHEREAS, as a result of the merger, TECLI succeeded by
operation of law to all of the assets and liabilities of XCL
Land, including but not limited to the Note; and
WHEREAS, as a further result of the merger, TECLI owns
a 99% limited partnership interest in the Partnership and has
acknowledged and agreed that Lender's security interest in
TECLI's partnership interest covers Lender's applicable
percentage of TECLI's entire 99% limited partnership interest;
and
WHEREAS, XCL-Texas wishes to acknowledge Lender's
security interest in Lender's applicable percentage of XCL-Texas'
1% general partnership interest and assume all of XCL-Land's
obligations under the Security Agreement.
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. Substitution of Parties. Lender and
XCL-Texas hereby agree that the Security Agreement, as amended
hereby, is now between Lender and XCL-Texas and XCL-Texas hereby
assumes all of XCL Land's obligations under the Security
Agreement.
Section 2. Amendments to Security Agreement. The
Security Agreement is hereby amended as follows:
(a) The reference to "XCL Land, Ltd. ("Borrower")"
in the first sentence of the Security Agreement is hereby changed
to "XCL-Texas, Inc. ("XCL-Texas")."
(b) The references to "The Borrower," "the
Borrower" and "Borrower" in Recital paragraph A, in the
definition of "New Funds," in the definition of "Permitted
Liens," in the definition of "Subscription Agreement," in the
first two places those terms appear in Section 2(A), and in the
first two places those terms appear in the sentence in Section 11
that begins "Lender further agrees and acknowledges" are hereby
changed to "The Exploration Company of Louisiana, Inc."
(c) The references to "The Borrower," "the
Borrower" and "Borrower" in all other places in the Security
Agreement are hereby changed to "XCL-Texas."
(d) The federal taxpayer identification number
listed in Section 7 of the Security Agreement is hereby changed
to 00-0000000.
(e) The address in Section 8 is hereby amended to
read 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxxx 00000.
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 First 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 First 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 First 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, XCL-Texas and the Lender have
caused this First Amendment to be duly executed as of the date
first above written.
WITNESSES: XCL-TEXAS, INC.
_________________________ By:________________________________
Name:____________________ Name:___________________________
(Please Print) Title:__________________________
_________________________
Name:____________________
(Please Print)
LENDER:
NORTHERN SECURITIES LIMITED
_________________________ By:________________________________
Name:____________________ Name:___________________________
(Please Print) Title:__________________________
_________________________
Name:____________________
(Please Print)
