State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "XCL LTD.", FILED IN
THIS OFFICE ON THE NINETEENTH DAY OF JUNE, A.D. 1995, AT 10
O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
Edward J. Freel, Secretary of State
AUTHENTICATION: 7544812
2147839 8100
950135231 DATE: 06-20-95
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
XCL LTD.
XCL Ltd., a Delaware corporation, in order to amend its
Certificate of Incorporation pursuant to Section 242 of the
General Corporation Law of the State of Delaware, hereby
certifies as follows,
FIRST: On March 14, 1995, the Board of Directors of
said Corporation has duly adopted a resolution proposing and
declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED: That the first sentence of Article FOURTH (A) of
the Certificate of Incorporation be amended to read in full as
follows.
"The total number of shares which the Corporation shall have
authority to issue is 351,200,000 of which 350,000,000 shares
of par value $.0l per share shall be designated 'Common Stock'
and 1,200,000 shares of par value $1.00 per share shall be
designated 'Preferred Stock."'
SECOND: The proposed amendment was presented at the
annual meeting of shareholders of the Corporation which was
held on June 14, 1995, in New York, New York, pursuant to
written notice duly given required by Section 222 of the
General Corporation Law of the State of Delaware.
THIRD: As of April 28, 1995 the official record date
of the annual meeting of shareholders, there were outstanding,
237,545,990 shares of Common Stock. entitled to one vote
per share; 599,244 shares of Series A, Cumulative Convertible
Preferred Stock, entitled to no votes; and 50,000 shares of
Series B, Cumulative Convertible Preferred Stock, entitled to
50 votes per share, for an aggregate 240,045,990 votes
entitled to be cast at the meeting. A majority of the votes
entitled to be cast at the meeting constitutes a quorum for
the transaction of business. An aggregate of 159,012,295
shares of Common Stock were represented at the annual meeting
of shareholders either in person or by proxy and accordingly a
quorum was present. The aforementioned, proposed amendment to
the Certificate of Incorporation was present. The
aforementioned, proposed amendment to the Certificate of
Incorporation was voted upon, approved and adopted by
shareholders casting votes at said meeting as follows;
FOR: 148,762.674
AGAINST: 9,447,230
ABSTAIN: 802,391
FOURTH: Said amendment was, accordingly. duly adopted by
the votes of the holders of at least a majority of all the
outstanding shares entitled to vote thereon at the meeting in
accordance with Section 242 of the General Corporation Law of
the State of Delaware.
FIFTH: The capital of said Corporation shall not be
reduced under or by reason of the said amendment.
SIXTH: The foregoing amendment shall become effective on
the date of the filing of this Certificate with the office of
the Secretary of State of Delaware.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate of Amendment to be signed and attested by its
officers thereunto duly authorized and its corporate seal to
be affixed this 16th day of June, 1995.
/s/ John T. Chandler
--------------------
By: John T. Chandler
Title: President
ATTEST:
/s/ Lisha C. Falk
- ------------------
By: Lisha C. Falk
Assistant Secretary
STATE OF LOUISIANA )
:ss:
COUNTY/PARISH OF LAFAYETTE)
BE IT REMEMBERED that on this 6th day of June, 1995,
personally came before me, a Notary Public in and for the
State and Parish aforesaid, John T. Chandler and Lisha C.
Falk, the President and the Assistant Secretary, respectively,
of XCL Ltd., the corporation described in the foregoing
instrument and known to me personally to be such, and
acknowledged the said instrument to be their own act and deed
ad the act and deed of said corporation; that the signatures
are in their own handwriting, and that the facts stated in
said instrument are true.
/s/ Suzanne Marse Bourque
-------------------------
Notary Public
My commission expires: At Death