THIRD WARRANT AMENDMENT AGREEMENT
This Third Warrant Amendment Agreement dated as of April 13,
1999 by and between XCL Ltd., a Delaware corporation ("XCL"), and
Estate of J. Edgar Monroe, J. Edgar Monroe Foundation (1976) and
Construction Specialists, Inc. d/b/a Con-Spec, Inc. (collectively
referred to herein as the "Warrantholders").
W I T N E S S E T H:
WHEREAS, each of the Warrantholders holds the number of
warrants ("Warrants") to purchase shares of common stock, par
value $0.01 per share, of XCL set forth opposite its name on
Schedule I attached hereto, the Warrants listed under Column A on
Schedule I having been originally issued pursuant to Warrant
Certificates each dated as of November 6, 1998 and reflecting an
exercise price of $3.50 per share of common stock (subject to
adjustment as therein provided) and the Warrants listed under
Column B on Schedule I having been issued pursuant to Warrant
Certificates each dated as of January 15, 1999 and reflecting an
exercise price of $2.00 of common stock (subject to adjustment as
therein provided) (collectively, the "Warrant Certificates"); and
WHEREAS, the Warrantholders acquired their Warrants in
connection with their purchase of $2,000,000 in aggregate
principal amount of Units issued by XCL Land Ltd., a wholly owned
subsidiary of XCL and XCL Ltd., each Unit consisting of $100,000
in principal amount of a promissory note of XCL Land
(collectively, the "Notes") and 21,705 Warrants; and
WHEREAS, the exercise price contained in the Warrant
Certificates dated as of November 6, 1998 has previously been
reduced by Warrant Amendment Agreement dated as of January 15,
1999 from $3.50 to $2.00 per share of common stock (subject to
adjustment as therein provided) and further reduced by Second
Warrant Amendment Agreement dated as of March 19, 1999 (the
"Second Warrant Amendment Agreement") from $2.00 to $1.50 per
share of common stock (subject to adjustment as therein
provided); and
WHEREAS, the exercise price contained in the Warrant
Certificates dated as of January 15, has also previously been
reduced by the Second Warrant Amendment Agreement from $2.00 to
$1.50 per share of common stock (subject to adjustment as therein
provided); and
WHEREAS, the Subscription Agreements pursuant to which the
Warrantholders subscribed for the Units referenced above provide
that until the Warrantholders' Notes are paid in full, if the
terms of the Units (including the Notes and the Warrant
Agreements) are amended, no amendment shall be effective until it
is offered to the Warrantholders and either accepted or rejected
by them; and
WHEREAS, in order to induce a new purchaser to subscribe for
additional Units, XCL agreed to reduce the exercise price of the
Warrants from $1.50 to $1.3125 per share of common stock (subject
to adjustment as therein provided), which price was the closing
bid price of the common stock of XCL on April 13, 1999, the date
on which the new purchaser agreed to purchase Units if the
exercise price of the Warrants was so reduced; and
WHEREAS, pursuant to their Subscription Agreements, the
Warrantholders were 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 each of the Warrant Certificates is hereby
amended to read as follows:
"... at the initial exercise price
of U.S. $1.3125 per share (the "Initial
Exercise Price") ..."
All other terms and provisions of the first paragraph of each
Warrant Certificate shall remain unchanged.
2. This Third Warrant Amendment Agreement shall not
constitute a waiver or amendment of any other provision of the
Warrant Certificates not expressly referred to herein and except
as expressly amended hereby, the provisions of the Warrant
Certificates are and shall remain in full force and effect.
3. Upon surrender of the original Warrant Certificates
issued to the Warrantholders, XCL shall issue new Warrant
Certificates of like tenor and an equivalent number of Warrants
to the Warrantholders reflecting the amendment set forth in
paragraph 1 above.
4. This Third 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 Third 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
Third Warrant Amendment Agreement to be duly executed and
delivered as of the date and year first above written.
XCL LTD.
By:______________________________
Title:_____________________________
WARRANTHOLDERS:
Estate of J. Edgar Monroe
By:______________________________
Title:_____________________________
J. Edgar Monroe Foundation (1976)
By:______________________________
Title:_____________________________
Construction Specialists, Inc.
d/b/a Con-Spec, Inc.
By:______________________________
Title:_____________________________
SCHEDULE I
Warrant Holders Warrants Held
Column A Column B
Estate of J. Edgar Monroe 151,935 54,262
J. Edgar Monroe Foundation (1976) 21,705 --
Construction Specialists, Inc. 151,935 54,262
d/b/a Con-Spec, Inc.