CUSIP NO. 983701 AA1
XCL Ltd.
75,000 Units
Consisting of
13.50% Senior Secured Notes due May 1, 2004
and
Warrants to Purchase Shares of Common Stock
THIS GLOBAL UNIT IS COMPRISED OF THE ATTACHED GLOBAL NOTE AND
GLOBAL WARRANT.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT", AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR (C)
IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO XCL LTD. (THE "COMPANY") OR
ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER
DEALER) TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSACTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE COMPANY OR THE TRUSTEE AND
WARRANT CLIENTS FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR
(F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIAL TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE OR THE WARRANT AGENT AND THE COMPANY SUCH
CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER INFORMATION AS
ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE AND WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND THE WARRANT
AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND THE WARRANT AGREEMENT.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
GLOBAL NOTE
XCL LTD.
13.50% SENIOR SECURED NOTE DUE MAY 1, 2004, SERIES A
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
(2), (3), OR (7) UNDER THE SECURITIES ACT), (AN
"ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 903 or 904 UNDER
THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE
THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE COMPANY OR THE
TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, WRITTEN LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO
THEM BY REGULATION S UNDER THE SECURITIES ACT.
THIS SECURITY IS SUBJECT TO A REGISTRATION RIGHTS
AGREEMENT DATED AS OF MAY 20, 1997 BETWEEN THE COMPANY
AND JEFFERIES & COMPANY, INC., A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.
THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN
A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OR DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
No. R-1 $75,000,000
CUSIP 983701-AC-7
XCL LTD., a Delaware corporation (hereinafter the
"Company," which term includes any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & Co., or registered assigns, the
principal sum of Seventy-Five Million Dollars, on May 1, 2004.
Interest Payment Dates: May 1 and November 1,
commencing November 1, 1997
Record Dates: April 15 and October 15
Reference is made to the further provisions of this
Note on the reverse side, which will, for all purposes, have the
same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
Instrument to be duly executed under its corporate seal.
Dated: May 20, 1997
XCL LTD.
By:__________________________________
Chairman and Chief Executive
Officer
Attest:
________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-
mentioned Indenture.
FLEET NATIONAL BANK, as Trustee
By:______________________________
Authorized Signatory
Dated: May 20, 1997
XCL LTD.
13.50% Senior Secured Note due May 1, 2004, Series A
1. Interest.
XCL Ltd., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of the 13.50%
Senior Secured Notes due May 1, 2004, Series A (the "Notes") at
a rate of 13.50% per annum (subject to adjustment). To the
extent it is lawful, the Company promises to pay interest on any
interest payment due but unpaid on such principal amount at a
rate of 13.50% per annum compounded semi-annually.
The Company will pay interest semi-annually on May 1
and November 1 of each year (each, an "Interest Payment Date"),
commencing November 1, 1997. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if
no interest has been paid, from May 20, 1997.
Under certain circumstances, the Company shall be obligated to
pay liquidated damages to the Holders, all as set forth in
Section 2.18 of the Indenture.
2. Method of Payment.
The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders
at the close of business on the Record Date immediately preceding
the Interest Payment Date. Holders must surrender Notes to a
Paying Agent to collect principal payments. Except as provided
below, the Company shall pay principal and interest in such coin
or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private
debts ("U.S. Legal Tender"). However, the Company may pay
principal and interest by wire transfer of Federal funds, or
interest by its check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent
or the Company may mail any such interest payment to a Holder at
the Holder's registered address.
3. Paying Agent and Registrar.
Initially, Fleet National Bank (the "Trustee") will act
as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-Registrar without notice to the Holders.
The Company or any of its Subsidiaries may, subject to certain
exceptions, act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Company issued the Notes under an Indenture, dated
as of May 20, 1997 (the "Indenture"), between the Company and the
Trustee. Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the
Notes include those stated in the Indenture and those made part
of the Indenture by reference to the TIA, as in effect on the
date of the Indenture. The Notes are subject to all such terms,
and Holders of Notes are referred to the Indenture and said Act
for a statement of them. The Notes are senior obligations of the
Company limited in aggregate principal amount to $75,000,000.
5. Redemption.
Prior to May 1, 2002, the Company may redeem at its
election, within 90 days after completion of any Equity Offering,
with the net proceeds of such Equity Offering, up to $26,250,000
principal amount of the Notes in cash at the Redemption Prices
(expressed as a percentage of the principal amount thereof) set
forth below, in each case, including accrued and unpaid interest
to the Redemption Date, if any; provided, however, that at least
$48,750,000 aggregate principal amount of all Notes remains
outstanding immediately after giving effect to any such
redemption (it being expressly agreed that for purposes of
determining whether this condition is satisfied, Notes owned by
the Company or any of its Affiliates shall be deemed not to be
outstanding). The Notes may be redeemed at the election of the
Company, as a whole or from time to time in part, at any time on
and after May 1, 2002, at the Redemption Prices (expressed as a
percentage of the principal amount thereof) set forth below with
respect to the indicated Redemption Date, in each case, together
with any accrued but unpaid interest to the Redemption Date.
If redeemed during
the 12-month period
beginning May 1 Redemption Price
------------------- ----------------
1997.......................... 113.500%
1998........................... 113.500%
1999........................... 113.500%
2000........................... 113.500%
2001........................... 113.500%
2002........................... 106.750%
2003 and thereafter.... 100.000%
The Notes are also subject, in certain circumstances,
to Mandatory Redemption at par on November 30, 1997.
Any redemption will comply with Article Three of the
Indenture.
6. Notice of Redemption.
Notice of redemption will be mailed by first class mail
at least 30 days but not more than 60 days before the Redemption
Date to each Holder of Notes to be redeemed at his registered
address. Notes in denominations larger than $1,000 may be
redeemed in part.
Except as set forth in the Indenture, from and after
any Redemption Date, if monies for the redemption of the Notes
called for redemption shall have been deposited with the Paying
Agent on such Redemption Date the Notes called for redemption
will cease to bear interest and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price and
any accrued and unpaid interest to the Redemption Date.
7. Denominations; Transfer; Exchange.
The Notes are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A
Holder may register the transfer of, or exchange Notes in
accordance with, the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Notes selected for
redemption.
8. Persons Deemed Owners.
The registered Holder of a Note may be treated as the
owner of it for all purposes.
9. Unclaimed Money.
If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying
Agent(s) will pay the money back to the Company at its written
request. After that, all liability of the Trustee and such
Paying Agent(s) with respect to such money shall cease.
10. Discharge Prior to Redemption or Maturity.
If the Company at any time deposits into an irrevocable
trust with the Trustee U.S. Legal Tender or Government Securities
sufficient to pay the principal of and interest on the Notes to
redemption or maturity and complies with the other provisions of
the Indenture relating thereto, the Company will be discharged
from certain provisions of the Indenture and the Notes (including
the financial covenants, but excluding its obligation to pay the
principal of and interest on the Notes).
11. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the written consent of
the Holders of at least a majority in aggregate principal amount
of the Notes then outstanding, and any existing Default or Event
of Default or compliance with any provision may be waived with
the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding. Without notice to or
consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things,
cure any ambiguity, defect or inconsistency, or make any other
change that does not adversely affect the rights of any Holder of
a Note.
12. Restrictive Covenants.
The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to, among other
things, incur additional Indebtedness or issue Disqualified
Capital Stock, make payments in respect of its Capital Stock,
enter into transactions with Affiliates, incur Liens, sell
assets, change the nature of its business, merge or consolidate
with any other Person and sell, lease, transfer or otherwise
dispose of substantially all of its properties or assets. The
Indenture requires the Company to repurchase Notes under certain
circumstances with the Net Cash Proceeds of certain Asset Sales.
The limitations are subject to a number of important
qualifications and exceptions. The Company must report to the
Trustee on compliance with such limitations on a quarterly basis.
13. Change of Control.
In the event there shall occur any Change of Control,
each Holder of Notes shall have the right, at such Holder's
option but subject to the limitations and conditions set forth in
the Indenture, to require the Company to purchase on the Change
of Control Payments Date in the manner specified in the
Indenture, all or any part (in integral multiples of $1,000) of
such Holder's Notes at a Change of Control Purchase Price equal
to 101% of the principal amount thereof, together with accrued
and unpaid interest, if any, to the Change of Control Payment
Date.
14. Successors.
When a successor assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor
will be released from those obligations.
15. Defaults and Remedies.
If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be
due and payable immediately in the manner and with the effect
provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain
limitations, Holders of a majority in aggregate principal amount
of the Notes then outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal, premium, if
any, or interest, including a Default at any Maturity Date), if
it determines that withholding notice is their interest.
16. No Recourse Against Others.
No stockholder, director, officer, employee or
incorporator, as such, past, present or future, of any obligor
under the Notes or any successor corporation shall have any
liability for any obligation of any obligor under the Notes or
the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder of a
Note by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the
issuance of the Notes.
17. Authentication.
This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on
the other side of this Note.
18. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a
Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
19. CUSIP Numbers.
Pursuant to recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company will
cause CUSIP numbers to be printed on the Notes as a convenience
to the Holder of the Notes. No representation is made as to the
accuracy of such numbers as printed on the Notes and reliance may
be placed only on the other identification numbers printed
hereon.
20. Subsidiary Guarantees.
Concurrently with and subject to the release to the
Company of the Collateral subject to the Principal Account,
payment of the principal of, premium, if any, and interest on the
Notes will be unconditionally guaranteed by XCL-China Ltd., a
British Virgin Islands company wholly owned by the Company ("XCL-
China"), and certain future Restricted Subsidiaries pursuant to
and in accordance with the terms of Article Twelve of the
Indenture.
21. Security and Collateral.
Payment of the principal of, premium, if any, and
interest on the Notes is secured by a Security Interest in the
Collateral created by the Security Documents in favor of the
Trustee for the benefit of the Holders.
ASSIGNMENT
I or we assign this Note to:
____________________________
____________________________
____________________________
(Print or type name, address and zip code of assignee)
Please insert Social Security or other identifying number of
assignee:
_____________________________
and irrevocably appoint______________________________________
agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him.
Dated:_________________________
Signature:______________________
(Sign exactly as name appears on the other side of this Note)
EXCHANGE
I or we assign this Note to:
XCL LTD.
110 Rue Jean Lafitte
Lafayette, LA 70508
I.R.S. Employer Identification No.: 51-0305643
and irrevocably appoint__________________________________ agent
to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
Dated:______________________________
Signature:___________________________
(Sign exactly as name appears on the other side of this Note)
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or 4.16 of the Indenture, check
the appropriate box:
[ ] Section 4.15 [ ] Section 4.16
If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.15 or 4.16 of the
Indenture, as the case may be, state the amount you want to be
purchased:
$_______________________
Dated:__________________________________
Signature:_______________________________
(Sign exactly as your name appears
on the other side of this Note)
Signature Guarantee:_________________________