AGREEMENT
This Agreement effective this 26th day of June 1995, by
and between XCL Ltd., formerly The Exploration Company of
Louisiana, Inc., a Delaware corporation ("XCL" or the "Company")
and_______________________.
W I T N E S S E T H:
WHEREAS, _________________ on behalf of
___________________ (collectively referred to as the "Beneficial
Owners"), owns on the effective date of this Agreement, an
aggregate ________ shares of the Company's Series A, Cumulative
Convertible Preferred Stock, $1.00 par value ("Series A Preferred
Stock"); and
WHEREAS, by action of the Board of Directors taken on
Unanimous Written Consent dated November 11, 1994, the Company
declared a semiannual cash dividend of 2.25 pounds sterling (UK)
per share on the Series A Preferred Stock to shareholders
of record on December 9, 1994; and
WHEREAS, by action of the Board of Directors at a
meeting held on June 14, 1995, the Company declared a semiannual
cash dividend of 2.25 pounds sterling (UK) per share on the Series
A Preferred Stock to shareholders of record on June 30, 1995; and
WHEREAS, as of the date hereof the December 1994
dividend has not been paid and as a result thereof, there has
accrued interest (computed at the rate of 9.25%) totaling
$___________ on $__________ that being the aggregate dividend
owed to the Beneficial Owners computed from the dividend payment
date to the date hereof and the Company is desirous of satisfying
its obligation to the Beneficial Owners; and
WHEREAS, the Company is desirous of satisfying its
obligation to the Beneficial Owners of $__________ that being the
aggregate dividend to be due the Beneficial Owners on June 30,
1995, the Dividend Payment Date; and
WHEREAS, the Beneficial Owners have agreed to acquire
shares of XCL common stock, $.01 par value ("Common Stock")
paying for such shares with cash receivable by them representing
the cash dividends declared by the Company, all in accordance
with the terms set forth hereinafter; and
WHEREAS, the Company has determined that it is in its
best interest to conserve its cash position in order to fund,
among other things, its expanding operations in China.
NOW, THEREFORE, in consideration of mutual premises and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. The Company shall cause to be listed for
issuance with the American Stock Exchange an aggregate of
_______________ shares of Common Stock in payment of the Series A
Preferred Stock Dividend hereby purchased by the Beneficial
Owners.
2a. The parties hereto agree that the number
of shares of Common Stock payable with respect to the December
1994 Stock Dividend is to be determined by the following formula:
PS x 2.25 pounds sterling = CD (pounds sterling)
Gross CD (pounds sterling) x $1.58 = $CD
Gross $CD/$.50 = CS
PS = Number of shares of Series A Preferred
Stock held
Sterling symbol = British Pounds Sterling
2.25 pounds sterling (UK) = Declared dividend rate
$ = U.S. Dollars
CD = Cash Dividend
$1.58 = The agreed to averaged U.S.
Dollar/British Pound Sterling exchange rate
$0.50 = The agreed to value of a share of
Common Stock giving effect to the
restricted stock nature of such
securities.
CS = Common Stock
2b. Interest shall be paid in shares of Common
Stock calculated pursuant to the same formula set forth
immediately above.
3. The parties hereto agree that the number of
shares of Common Stock with respect to the June 1995 dividend
payment to be issued shall be determined by formula described as:
PS x 2.25 pounds sterling = CD (pounds sterling)
CD (pounds sterling) x $1.6418 = $CD
$CD/$0.7563 = CS
PS = Number of shares of Series A Preferred
Stock held
Sterling symbol = British Pounds Sterling
2.25 pounds sterling UK = Declared dividend rate
$ = U.S. Dollars
CD = Cash Dividend
$1.6418 = The U.S. Dollar/British Pound
Sterling exchange rate as reported on
June 22, 1995
$0.7563 = The agreed share price; that being
the 20 day closing price ending
June 22, 1995, of XCL Common Stock as
traded on the American Stock
Exchange.
CS = Common Stock
4. The Beneficial Owners represent that they
are "Accredited Investors" as that term is defined in the
relevant section of the United States Securities laws and
acknowledge that the Company is relying on such representation.
5. The Beneficial Owners acknowledge that the
shares of Common Stock to be issued are "restricted securities"
as that term is defined in the relevant section of the U.S.
Securities laws.
6. Notwithstanding any other provisions in
this agreement XCL agrees to take any and all actions necessary
or required to timely file with the U.S. Securities and Exchange
Commission ("SEC") an appropriate registration statement to
register all shares of Common Stock issued by XCL pursuant to the
terms of this agreement.
7. XCL further undertakes to deliver such
additional shares of Common Stock, if any, so that the value of
consideration paid to the Beneficial Owners on that day when the
registration statement referred to in paragraph 6 above is
declared effective by the SEC is equal to the dollar amount of
the dividend payment as if paid in cash on each of the dividend
payment dates. The price of the XCL Common Stock for determining
this value shall be the closing price on the American Stock
Exchange on such effective date.
8. Should any such value deficiency exist
requiring additional shares of Common Stock to be issued, such
shares shall be issued as "restricted stock" with an agreed to
mutually acceptable value and XCL shall not be required to
register the same other than in connection with any further
registration statement, which it in its sole discretion,
determines to file.
9. The above terms reflect the entire
understanding between the parties.
10. This agreement shall be governed and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date and
year first above written.
XCL
LTD.
By:______________________________
David A. Melman
Executive Vice President
__________________________, As Investment
Managers for the Beneficial Owners
By:______________________________
Title:_____________________________