WARRANT AMENDMENT AGREEMENT
This Warrant Amendment Agreement dated as of January
15, 1999 by and between XCL Ltd., a Delaware corporation
("XCL"), and Estate of J. ▇▇▇▇▇ ▇▇▇▇▇▇, J. ▇▇▇▇▇ ▇▇▇▇▇▇
Foundation (1976) and Construction Specialists, Inc. d/b/a
Con-Spec, Inc. (collectively referred to herein as the
"Warrantholders").
W I T N E S S E T H:
WHEREAS, each of the Warrantholders holds the number of
warrants ("Warrants") to purchase shares of common stock,
par value $0.01 per share, of XCL set forth opposite its
name on Schedule I attached hereto, which Warrants were
originally issued pursuant to Warrant Certificates each
dated as of November 6, 1998 (the "Warrant Certificates");
and
WHEREAS, the Warrantholders acquired their Warrants in
connection with their purchase of $1,500,000 in aggregate
principal amount of Units issued by XCL Land Ltd., a wholly
owned subsidiary of XCL and XCL Ltd., each Unit consisting of
$100,000 in principal amount of a promissory note of XCL
Land (collectively, the "Notes") and 21,705 Warrants; and
WHEREAS, Warrantholders have this day subscribed for an
additional $500,000 in aggregate principal of Units; and
WHEREAS, in order to induce such Warrantholders to
subscribe for the additional Units, XCL agreed to reduce the
exercise price of the Warrants from $3.50 to $2.00 per share
of common stock, subject to adjustment as therein provided.
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 each Warrant Certificates is hereby
amended to read as follows:
". at the initial exercise price of
U.S. $2.00 per share (the "Initial
Exercise Price") ."
All other terms and provisions of the first paragraph of
each Warrant Certificate shall remain unchanged.
2. This Warrant Amendment Agreement shall not
constitute a waiver or amendment of any other provision of
the Warrant Certificates not expressly referred to herein
and except as expressly amended hereby, the provisions of
the Warrant Certificates are and shall remain in full force
and effect.
3. Upon surrender of the original Warrant
Certificates issued to the Warrantholders, XCL shall issue
new Warrant Certificates of like tenor and an equivalent
number of Warrants to the Warrantholders reflecting the
amendment set forth in paragraph 1 above.
4. This 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 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
Warrant Amendment Agreement to be duly executed and
delivered as of the date and year first above written.
XCL LTD.
By:_________________________
Title:_______________________
WARRANTHOLDERS:
Estate of J. ▇▇▇▇▇ ▇▇▇▇▇▇
By:__________________________
Title:_______________________
J. ▇▇▇▇▇ ▇▇▇▇▇▇ Foundation
(1976)
By:___________________________
Title:_______________________
Construction Specialists, Inc.
d/b/a Con-Spec, Inc.
By:___________________________
Title:________________________