XCL LTD.
SECURITY AGREEMENT, PLEDGE AND FINANCING STATEMENT
This Security Agreement, Pledge and Financing Statement
(this "Agreement") is made and entered into as of May 20, 1997 by
XCL Ltd., a Delaware corporation (the "Company") in favor of
Fleet National Bank, as Trustee ("Trustee") for the Noteholders
(as defined below) under the Indenture described herein.
W I T N E S S E T H:
WHEREAS, the Company has entered into an Indenture dated as
of May 20, 1997, with the Trustee (said Indenture, as same may
from time to time be amended or modified and in effect, being
herein called the "Indenture"); and
WHEREAS, the Company has entered into the Indenture pursuant
to which the Company will issue $75,000,000 aggregate principal
amount of 13.50 % Senior Secured Notes due May 1, 2004, Series A
("Initial Notes") and 13.50% Senior Secured Notes due May 1,
2004, Series B to be issued in exchange for the Initial Notes
pursuant to a Registration Rights Agreement dated as of May 20,
1997, between the Company and Jefferies & Company, Inc. (the
"Exchange Notes" and, together with the Private Exchange Notes
(as defined in the Indenture) and the Initial Notes, the
"Notes"); and
WHEREAS, the Company is entering into this instrument
pursuant to its obligations under the Indenture and for the
purpose, among other things, of securing and providing for
repayment of the Notes;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and the Trustee hereby agree as follows:
SECTION 1. Definitions.
(a) As used in this Agreement, capitalized terms
not otherwise defined herein have the meanings set forth in the
Indenture, and the following terms shall have the respective
meanings set forth below (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
"Cash" shall have the meaning assigned to that term in
Schedule I attached hereto and made a part hereof.
"Cash Equivalents" shall have the meaning assigned to that
term in Schedule I attached hereto and made a part hereof.
"Capitalized Interest Account" shall have the meaning
assigned to that term in Schedule I attached hereto and made a
part hereof.
"Collateral" shall have the meaning assigned to that term in
Section 2 of this Agreement.
"Collateral Accounts" shall mean, collectively, the
Capitalized Interest Account and the Principal Account.
"Default" and "Event of Default" shall have the meanings
assigned to those terms in Section 6(a) of this Agreement.
"Disbursement Agent" shall have the meaning assigned to that
term in the Disbursement Agreement.
"Disbursement Agreement" shall mean that certain Cash
Collateral and Disbursement Agreement of even date herewith by
and among the Company, the Trustee, Fleet National Bank, as
Disbursement Agent, and Herman J. Schellstede & Associates, Inc.,
as Representative.
"Disbursement Date" shall have the meaning assigned to that
term in the Disbursement Agreement.
"Indebtedness" means the following indebtedness and
liabilities of the Company (and any extensions, renewals,
refunding, increases, substitutions, replacements,
consolidations, modifications or rearrangements of such
indebtedness and liabilities, whether or not the Company executes
any extension agreement or renewal instrument):
(i) all amounts advanced or expended by the Trustee
under the Indenture and/or under or in connection with this
Agreement, all reasonable costs and out-of-pocket expenses
(excluding expenses representing administrative overhead) at any
time and from time to time incurred by the Trustee in connection
with the administration and/or enforcement of this Agreement
(including, without limitation, the reasonable fees and out-of-
pocket expenses of counsel employed by the Trustee in connection
therewith), and all indemnities at any time and from time to time
payable hereunder to the Trustee, and
(ii) all indemnities which relate to the Notes at any
time and from time to time payable to the Trustee or the Holders
of the Notes (the "Noteholders") (or any of them) under or in
connection with the Indenture or any related documents, ratably
according to the amount owing to the Trustee and each Noteholder,
without preference or priority among the Trustee and the
Noteholders, and
(iii) all principal, premium and accrued interest owing
on the Notes, and
(iv) all other amounts payable by the Company under the
Indenture.
"Lien" shall have the meaning assigned to that term in the
Indenture.
"Principal Account" shall have the meaning assigned to that
term in Schedule I attached hereto and made a part hereof.
"Security Interest" shall mean the Lien on the Collateral
created by this Agreement in favor of the Trustee for the equal
and ratable benefit of the Noteholders.
"UCC" means the Uniform Commercial Code as in effect from
time to time in the State of New York.
(b) All terms used in this Agreement which are defined
in the UCC, other than those which are defined in the Indenture
or specifically defined in Section 1(a) above, shall have the
same meaning herein as in the UCC.
SECTION 2. Grant of Security Interest.
The Company hereby grants to the Trustee, for the ratable
benefit of the Noteholders, to secure the payment and performance
in full of all of the Indebtedness, a Security Interest in and a
first Lien on and so pledges and assigns to the Trustee all of
the Company's right, title and interest in, to and under the
Collateral Accounts, including, without limitation, all Cash and
Cash Equivalents on deposit or held in said Collateral Accounts,
whether now owned or hereafter acquired or arising, all
accessions and additions thereto, all substitutions and
replacements therefor, and all proceeds and products thereof (all
of the same being hereinafter called the "Collateral"). The
Company hereby acknowledges that the Disbursement Agent shall act
as the Trustee's agent in holding the Collateral or other
financial assets in which the Trustee is granted a security
interest hereunder subject to the terms of the Disbursement
Agreement.
SECTION 3. Representations and Warranties. The Company
represents and warrants, as of the date hereof, to the Trustee
and each Noteholder as follows:
(a) The chief executive office and principal place of
business of the Company is located at 110 Rue Jean Lafitte,
Lafayette, Louisiana 70508.
(b) The Company is the owner of all the Collateral
free and clear of any lien, security interest, charge or
encumbrance of any kind or nature, except for the Lien and
Security Interest created hereby, pursuant to the Indenture and
the Disbursement Agreement. Except for the Lien and Security
Interest created hereby, all of the Collateral is free from any
material credit, deduction, allowance, defense, dispute, set off
or counterclaim and there is no material extension or indulgence
with respect thereto.
(c) This Agreement has been duly executed and
delivered by the Company and creates a valid Security Interest
in, and Lien on, the Collateral, securing the payment of the
Indebtedness. Upon the making of the filings and the taking of
all other actions necessary to perfect the Security Interests
created hereby, including, without limitation, those actions
specified in Section 4, the Security Interests created by this
Agreement will be duly perfected Security Interests subject to no
equal or prior Lien, security interest or encumbrance of any kind
or nature.
SECTION 4. Covenants. During the term of this
Agreement and until all the Obligations with respect to the
Indebtedness have been fully and finally paid and discharged in
full, the Company covenants and agrees with the Trustee and each
Noteholder that:
(a) Except as permitted by the Indenture or in the
ordinary course of business, the Company will not make any
compromise or settlement with respect to the Collateral without
notice to or consent of the Trustee.
(b) From time to time, the Company shall, at its own
expense, promptly give, execute, deliver, file and/or otherwise
formalize any such notice, statement, instrument, document,
agreement or other papers, and do all such other acts and things,
as may be necessary or desirable, or as the Trustee may
reasonably request, in order to create, evidence, preserve,
perfect, validate or continue any Lien or Security Interest
created pursuant to this Agreement or to enable the Trustee to
exercise or enforce its rights hereunder with respect to such
Lien or Security Interest, or otherwise further to effect the
purposes of this Agreement. Without limiting the generality of
the foregoing, the Company shall, at any time or from time to
time upon the request of the Trustee and at the Company's own
expense, execute, acknowledge, witness, deliver, file and/or
record such financing and continuation statements, notices,
additional assignments and other documents or instruments (all of
which shall be in form and substance satisfactory to the Trustee
and its counsel) as the Trustee may from time to time reasonably
request for the perfection of the Liens and Security Interests
created hereby.
(c) The Company shall promptly notify the Trustee (i)
of any material changes in any fact or circumstance represented
or warranted by the Company with respect to any material portion
of the Collateral; (ii) of any material impairment of the
Collateral; and (iii) of any claim, action or proceeding
affecting title to all or any of the Collateral.
(d) Except for the Liens and Security Interests
created by this Agreement, the Indenture and the Disbursement
Agreement, the Company shall at its own expense defend the
Collateral against any and all Liens, claims, security interests
and other encumbrances or interests, howsoever arising.
(e) The Company shall at all times keep accurate and
complete records with respect to the Collateral, including,
without limitation, records of all payments made and proceeds
received in connection therewith.
(f) The Company shall not relocate its principal place
of business or chief executive office to a county or state other
than that specified in Section 3(a) of this Agreement unless the
company gives 30 days' prior written notice to the Trustee, which
notice shall specify the county and state into which such
relocation is to be made. The Collateral, to the extent not
delivered to the Trustee pursuant to Section 2, will be kept at
those locations listed on the Perfection Certificate delivered to
the Trustee herewith in the form attached as Exhibit A hereto and
the Company will not remove the Collateral from such locations,
without providing at least 30 days' prior written notice to the
Trustee.
(g) The Trustee, or its designee, may inspect the
Collateral at any reasonable time, wherever located.
SECTION 5. Powers of the Secured Party.
(a) The Company hereby irrevocably designates and
appoints the Trustee as its attorney-in-fact, with full power of
substitution, for the purposes of carrying out the provisions of
this Agreement and taking any action and executing any instrument
that the Trustee may reasonably request pursuant to this
Agreement, which appointment as attorney-in-fact is irrevocable
and coupled with an interest.
(b) Without limiting the generality of Section 5(a)
hereof, the Company hereby irrevocably authorizes and empowers
the Trustee for the equal and ratable benefit of the Noteholders,
upon the occurrence and during the continuation of any Event of
Default, at the expense of the Company, either in the Trustee's
own name or in the name of the Company, at any time and from time
to time:
(i) to ask, demand, receive, issue a receipt for,
give acquittance for, settle and compromise any and all monies
which may be or become due or payable or remain unpaid at any
time or times to the Company, and any and all other property
which may be or become deliverable at any time or times to the
Company, under or with respect to the Collateral;
(ii) to endorse any drafts, checks, orders or
other instruments for the payment of money payable to the Company
on account of the Collateral; and
(iii) to settle, compromise, prosecute or defend
any action, claim or proceeding, or take any other action, all
either in its own name or in the name of the Company or
otherwise, which the Trustee may deem to be necessary or
advisable for the purpose of exercising and enforcing its powers
and rights under this Agreement or in furtherance of the purposes
hereof, including any action which by the terms of this Agreement
is to be taken by the Company.
(c) Nothing in this Agreement shall be construed as
requiring or obligating the Trustee to make any demand or to make
any inquiry as to the nature or sufficiency of any payment
received by it or to present or file any claim or notice, or to
take any other action with respect to any of the Collateral or
the amounts due or to become due under any thereof, or to collect
or enforce the payment of any amounts assigned to it or to which
it may otherwise be entitled hereunder at any time or times other
than to account for amounts or Collateral received.
(d) The Trustee shall be entitled at any time to file
this Agreement, or a carbon, facsimile, photocopy, photographic
or any other reproduction of this Agreement, as a financing
statement, but the failure of the Trustee to do so shall not
impair the validity or enforceability of this Agreement. Trustee
shall have no duty to comply with any recording, filing or other
legal requirements necessary to establish or maintain the
validity, priority or enforceability of, or Trustee's rights in
or to, any of the Collateral.
(e) In its discretion, the Trustee may discharge taxes
and other encumbrances at any time levied or placed on any of the
Collateral and pay any necessary filing fees. The Company agrees
to reimburse the Trustee on demand for any and all reasonable
expenditures so made with interest on unpaid amounts at the
maximum rate permitted bylaw. The Trustee shall have no
obligation to the Company to make any such expenditures, nor
shall the making thereof relieve the Company of any default.
(f) The Trustee shall not have any obligation or
liability by reason of or arising out of this Agreement or the
receipt by the Trustee of any payment relating to any of the
Collateral, nor shall the Trustee be obligated in any manner to
make inquiry as to the nature or sufficiency of any payment
received by the Trustee in respect of the Collateral, to present
or file any claim, to take any action to enforce any performance
or to collect the payment of any amounts which may have been
assigned to the Trustee or to which the Trustee may be entitled
at any time or times other than to account for amounts or
Collateral received. The Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Collateral
in its possession, under 9-207 of the UCC or otherwise, shall be
to deal with such Collateral in the same manner as the Trustee
deals with similar property for its own account.
(g) The Trustee may at any time, at its option, after
an Event of Default has occurred and is continuing, transfer to
itself or any nominee any securities constituting Collateral,
receive any income thereon and hold such income as additional
Collateral or apply it to the Indebtedness. Regardless of the
adequacy of Collateral or any other security for the
Indebtedness, any deposits or other sums at any time credited by
or due from the Trustee to the Company may at any time be applied
to or set off against any of the Indebtedness.
(h) If an Event of Default known to the Trustee shall
have occurred and be continuing, the Trustee shall, without
notice to or demand upon the Company, so notify the Disbursement
Agent and execute and deliver the Trustee's Certificate (as
defined in the Disbursement Agreement) pursuant to Section 5.1 of
the Disbursement Agreement. The Trustee shall apply the proceeds
of collection of all Collateral, including, without limitation,
Cash and Cash Equivalents received by the Trustee to the
Indebtedness, such proceeds to be immediately entered after final
payment in cash of the items giving rise to them.
SECTION 6. Default
(a) It shall constitute a Default or an Event of
Default under this Agreement if a "Default" or an "Event of
Default" shall occur under the Indenture.
(b) If an Event of Default shall have occurred and is
continuing and if the maturity of the Notes is accelerated under
the provisions of the Indenture, in addition to any other rights
and remedies that may be available to the Trustee under the UCC
or the Indenture or under Section 5(a) or 5(b) of this Agreement
or otherwise under this Agreement or at law, the Trustee, for the
ratable benefit of the Noteholders, shall also have the following
rights and powers:
(i) The Trustee may, without being required to
give any notice except as hereinafter provided, collect or
otherwise sell all Cash Equivalents, or any part thereof, at
public or private sale, for cash, upon credit or for future
delivery, and the Trustee and/or its collateral agent may be the
purchaser for the ratable benefit of the Noteholders of any or
all of the Collateral so sold and thereafter hold the same
absolutely free from any right or claim of whatsoever kind, and
the Indebtedness or any portion of the Indebtedness may be
applied as a credit against the purchase price.
(ii) Upon any such sale, the Trustee shall have
the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold. Each purchaser at any such sale
shall hold the property sold absolutely free from any claim or
right of whatsoever kind by or on behalf of the Company,
including any equity or rights of redemption of the Company and
the Company hereby specifically waives, to the extent permitted
by applicable law, all rights of redemption, stay or appraisal
which it has or may have under any rule or law or statute now
existing or hereafter adopted.
(iii) The Trustee shall give the Company five (5)
Business Days' written notice (which the Company agrees is
reasonable notification within the meaning of 9.504 of the UCC)
of its intention to make any such public or private sale. Such
notice, in case of public sale, shall state the time and place
fixed for such sale and, in case of a private sale, shall state
the date after which such sale is to be made.
(iv) Any such public sale shall be held at such
time or times within ordinary business hours and at such places
as the Trustee may fix in the notices of such sale. At any such
sale the Cash Equivalents may be sold in one lot as an entirety
or in separate parcels, as the Trustee may determine.
(v) The Trustee shall not be obligated to make any
sale pursuant to any such notice. The Trustee may, without
notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale, and such sale may be
made at any time or place to which the same shall be so
adjourned.
(vi) In case of any sale of all or any part of the
Cash Equivalents on credit or for future delivery, the Cash
Equivalents so sold may be retained by the Trustee until the
selling price is paid by the purchaser thereof, but the Trustee
shall not incur any liability in case of the failure of such
purchase to take up and pay for the Marketable Securities so sold
and, in case of any such failure, such Cash Equivalents may again
be sold upon like notice.
(vii) The Trustee, instead of exercising the power
of sale herein conferred upon it, may proceed by a suit or suits
at law or in equity to foreclose the Liens and Security Interests
granted in this Agreement and sell the Cash Equivalents, or any
portion thereof, under a judgment or decree of a court of courts
of competent jurisdiction.
(viii) The Trustee shall have the right to take
possession of the Collateral, and for that purpose the Trustee
may, so far as the Company can give authority therefor, enter
upon any premises on which the Collateral may be situated and
remove the same therefrom. The Company waives any and all rights
that it may have to a judicial hearing in advance of the
enforcement of any of the Trustee's rights hereunder, including,
without limitations, its right following an Event of Default to
take immediate possession of the Collateral and to exercise its
rights with respect thereto. To the extent that any of the
indebtedness is to be paid or performed by a person other than
the Company, the Company waives and agrees not to assert any
rights or privileges which it may have under 9-112 of the UCC.
(c) The Trustee shall incur no liability as a result
of the sale of the Cash Equivalents, or any part thereof, at any
private sale other than for its own gross negligence, willful
misconduct or bad faith. Except for Cash Equivalents which are
traded in a regulated public market and as to which a readily
available market price can be ascertained, the Company hereby
waives, to the maximum extent permitted by applicable law, any
claims against the Trustee and each Noteholder arising by reason
for the fact that the price at which such Collateral may have
been sold at such private sale was less than the then the price
which might have been obtained at a public sale (unless such
sales price was materially less than obtaining market price for
such securities) or was less than the aggregate amount of the
Indebtedness, even if the Trustee accepts the first offer
received and does not offer such Collateral to more than one
offeree.
(d) The Trustee shall not be obligated to pursue or
exhaust its rights and remedies against any particular Collateral
or other security for the Indebtedness before pursuing or
enforcing its rights and remedies against any of the Collateral
or other security for the Indebtedness.
(e) To the extent permitted by law, the Company hereby
waives (i) any rights to require the Trustee to proceed first
against any other Person to exhaust its rights in the Collateral
or other security for the Indebtedness or to pursue any other
right that the Trustee might have, (ii) with respect to the
Notes, presentment and demand for payment, protest, notice of
protest and nonpayment, notice of dishonor, notice of the
intention to accelerate and notice of acceleration (except as
otherwise set forth in the Indenture), and (iii) all rights of
marshalling in respect of any and all of the Collateral.
(f) Without precluding any other methods of sale, the
Company acknowledges that the sale of the Cash Equivalents shall
have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks
disposing of similar property. The Trustee shall not be liable
for any depreciation in the value of the Collateral.
(g) Remedies of the Trustee are cumulative and the
exercise of any one or more of the remedies provided herein shall
not be construed as a waiver of any of the other remedies of the
Trustee.
(h) If an Event of Default shall have occurred and be
continuing, the proceeds of any sale or other realization upon
all or any part of the Collateral and any other amounts held by
the Trustee under this Agreement shall be applied by the Trustee
as provided in the Indenture.
Any amounts remaining after such applications and the
payment in full of all Notes and all amounts due with respect to
the Indebtedness shall be remitted to the Company, its successors
or assigns, or as a court of competent jurisdiction may otherwise
direct.
SECTION 7. General Provisions.
(a) This Agreement shall remain in full force and
effect until the earlier to occur of (i) the date when all of the
Indebtedness shall have been satisfied or redeemed in full or
(ii) the close of business on the Disbursement Date.
(b) The Lien and Security Interest created hereunder
and the Company's obligations hereunder and the Trustee's rights
hereunder shall not be released, diminished, impaired or
adversely affected by the occurrence of any one or more of the
following events:
(i) The taking or accepting of any other security
or assurance for any or all of the Indebtedness;
(ii) any release, surrender, exchange,
subordination or loss of any security or assurance at any time
existing in connection with any or all of the Indebtedness;
(iii) the modification of, amendment to, or waiver
of compliance with any terms of the Indenture or the Notes or any
Subsidiary Guarantee;
(iv) any renewal, extension and/or rearrangement
of the payment of any or all of the Indebtedness or any
statement, indulgence, forbearance or compromise that may be
granted or given by the Trustee to the Company or any Subsidiary
Guarantor or any other Person;
(v) any neglect, delay, omission, failure or
refusal of the Trustee to take or prosecute any action in
connection with any agreement, document or other instrument
evidencing, securing or assuring the payment of any or all of the
Indebtedness; or
(vi) the illegality, invalidity or
unenforceability of all or any part of the Indebtedness.
(c) So long as no Default shall have occurred and be
continuing, upon termination of this Agreement and the Security
Interest created hereby in accordance with Section 7(a) above,
the Company shall be entitled to receive and retain any and all
distributions made in accordance with and pursuant to the
provisions of the Disbursement Agreement. Nothing contained
herein shall prevent the Company from making use of distributions
received by the Company as otherwise permitted by the
Disbursement Agreement and the Indenture and any distributions so
received by the Company and transferred to other Persons shall
pass free and clear of the Lien and Security Interest hereof.
Upon any such termination, the Trustee agrees to execute and
deliver to the Company, at the Company's expense, in recordable
form, all such termination statements or other documents or
instruments as the Company may reasonably request, evidencing the
termination of the Lien and Security Interest in the Collateral
granted hereunder.
(d) This Agreement or any term hereof may be amended
or changed only by an instrument in writing executed jointly by
the Company and the Trustee.
(e) Each right, power and remedy herein specifically
granted to the Trustee or otherwise available to it shall be
cumulative, and shall be in addition to every other right, power
and remedy herein specifically given or now or hereafter existing
at law, in equity, or otherwise (including, without limitation,
all rights, powers and remedies granted to a secured party under
the UCC), and each such right, power and remedy, whether
specifically granted herein or otherwise existing, may be
exercised at any time and from time to time as often and in such
order as may be deemed expedient by the Trustee in its sole and
complete discretion. The provisions of this Agreement may only
be waived by an instrument in writing signed by the Trustee, and
no failure on the part of the Trustee to exercise, and no delay
in exercising, and no course of dealing with respect to, any such
right, power or remedy, shall operate as a waiver thereof, nor
shall any single or partial exercise of any such rights, power or
remedy preclude any other or further exercise thereof or the
exercise of any other right.
(f) The manner and place of service of all notices,
requests, demands or other communications to be sent hereunder
shall be sent as set forth in Section 10.2 of the Indenture.
(g) This Agreement shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of
the Trustee and its successors and assigns. The Company may not,
without the prior written consent of the Trustee, assign any of
its rights, duties or obligations hereunder.
(h) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without
regard to its principles of conflicts of law.
(i) The descriptive headings of the several sections
of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the
provisions hereof.
(j) Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof or affecting the validity of enforceability or such
provision in any other jurisdiction.
(k) All representations and warranties contained
herein, in the Indenture or made in writing by the Company in
connection herewith or therewith, shall survive the execution and
delivery of this Agreement, the Indenture and any documents
executed in connection herewith or therewith.
(l) This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts,
each of which when so executed and delivered shall be deemed to
be an original, but all of which when taken together shall
constitute one and the same instrument.
(m) In the event of any conflict or inconsistency
between the term, covenants, conditions and provisions set forth
in this Agreement and the terms, covenants, conditions and
provisions set forth in the Indenture, the terms, covenants,
conditions and provisions of the Indenture shall prevail.
IN WITNESS WHEREOF, the Company and the Trustee have
executed this Agreement as of the date first above written.
XCL LTD.
By:---------------------
Name: David A. Melman
Title Executive Vice President,
General Counsel and
Secretary
FLEET NATIONAL BANK, as Trustee
By:---------------------
Name: Susan C. Merker
Title Assistant Vice President
EXHIBIT A
PERFECTION CERTIFICATE
----------------------
The undersigned, Chief Executive Officer and Chief Legal
Officer or Chief Financial Officer, of XCL Ltd., a Delaware
corporation (the "Company"), hereby certify with reference to the
Security Agreement, Pledge and Financing Statement dated as of
May 20, 1997 between the Company and Fleet National Bank, as
Trustee (terms defined therein being used herein as therein
defined), to the Trustee as follows:
SECTION 1. Names.
(a) The exact corporate name of the Company, as it
appears in its certificate of incorporation is as follows:
XCL LTD.
(b) Set forth below is each other corporate name the
Company has had since its organization, together with the date of
the relevant change:
The Exploration Company of Louisiana, Inc.
change of name effected on July 1, 1994
(c) The Company has not changed its identity or
corporate structure in any way within the past five years except:
N/A
(d) The following is a list of all other names
(including trade names or similar appellations) used by the
Company or any of its divisions or other business units at any
time during the past five years:
XCL-China Ltd.; XCL-Texas, Ltd.; XCL-Acquisitions, Inc.;
XCL-Land Ltd.; XCL-China LubeOil Ltd.; XCL-China Coal
Methane, Ltd.; The Exploration Company of Louisiana, Inc.
SECTION 2. Current Locations.
(a) The chief executive office of the Company is
located at the following address:
Mailing Address City County State
- --------------- ---- ------ -----
110 Rue Jean Lafitte Lafayette Lafayette Parish Louisiana 70508
(b) The following are all the places of business of the
Company not identified above:
Mailing Address City County State
- --------------- ---- ------ -----
1105 North Market St. Wilmington New Castle Delaware 19899
Suite 1300
SECTION 3. Prior Locations. Set forth below is the
information required by subparagraphs (a) and (b) of Section 2
with respect to each location or place of business maintained by
the Company at any time during the past five years:
16800 Greenspoint Park Drive
Suite 300 South
(also Suites 225 and 240 at various times)
Houston, TX 77060
5215 McPherson Road
Suite 200
Laredo, TX 78041
9810 FM 1960
Suite 135
Humble, TX 77338
SECTION 4. UCC Filings. A duly signed financing
statement on Form UCC-1 in substantially the form of Schedule
4(A) hereto has been duly filed in the UCC filing office in each
jurisdiction identified in Section 2 hereof. The Company will
deliver a true copy of each such filing duly acknowledged by the
filing officer as soon as practicable after the date hereof.
SECTION 5. Schedule of Filings. Attached hereto as
Schedule 5 is a schedule setting forth filing information with
respect to the filings described in Section 4 above.
SECTION 6. Filings Fees. All filing fees and taxes
payable in connection with the filings described in Section 4
above have been paid.
IN WITNESS WHEREOF, we have hereunto set our hands this
20th day of May, 1997.
By:----------------------
Name: Marsden W. Miller, Jr.
Title:Chief Executive Officer
By:----------------------
Name: David A. Melman
Title: Executive Vice President