WARRANT AMENDMENT AGREEMENT
This Warrant Amendment Agreement dated as of July 16, 1999,
by and between XCL Ltd., a Delaware corporation ("XCL"), and
Northern Securities Limited (the "Warrantholder").
W I T N E S S E T H:
WHEREAS, the Warrantholder holds 325,575 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-10 dated May 17, 1999 and reflecting an exercise price of
$1.25 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 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 two of the Unitholders to
purchase an undivided interest in certain notes held by a
subsidiary of XCL, XCL agreed to reduce the exercise price of the
Warrants held by those Unitholders from $1.25 to $0.10 per share
of common stock (subject to adjustment as therein provided); 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. $0.10 per share (the "Initial
Exercise Price") ..."
All other terms and provisions of the first paragraph of the
Warrant Certificate shall remain unchanged.
2. This 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 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:______________________________
Name:____________________________
Title:_____________________________
WARRANTHOLDER:
NORTHERN SECURITIES LIMITED
By:______________________________
Name:____________________________
Title:_____________________________
