WARRANT AMENDMENT AGREEMENT
This Warrant Amendment Agreement dated as of May 21,
1999, by and between XCL Ltd., a Delaware corporation
("XCL"), and Mitch Leigh, Abby Leigh, Trustee Under
Indenture of Mitch Leigh F/B/O Andrew Leigh, Arthur
Rosenbloom, Trustee Under Indenture of Mitch Leigh F/B/O
Rebecca Millicent Leigh, and Arthur Rosenbloom, Trustee
Under Indenture of Mitch Leigh F/B/O David George Leigh
(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 which were originally
issued pursuant to Warrant Agreements each dated as set
forth on Schedule I (the "Warrant Agreements; and
WHEREAS, Mitch Leigh (the "Purchaser") has this day
subscribed for 2 Units (the "Units") being offered by XCL
and XCL Land, Ltd. ("Land"), a wholly owned subsidiary of
XCL, consisting in the aggregate of a secured promissory
note of Land in the principal amount of $200,000 and
warrants to purchase 43,410 shares of Common Stock of CL at
an exercise price of $1.25 per share; and
WHEREAS, in order to induce the Purchaser to subscribe
for the Units, XCL agreed to reduce the exercise price of
the warrants held by Mitch Leigh, individually, and in trust
for the benefit of his son, Andrew Leigh, from $3.50 to
$1.25 per share of Common Stock, subject to adjustment as
therein provided, and to extend the expiration of such
warrants from December 31, 2001 to December 31, 2004; and
WHEREAS, in order to further induce the Purchaser to
subscribe for the Units, XCL agreed to reduce the exercise
price of the warrants held in trust for the benefit of
Rebecca M. Leigh and David G. Leigh, children of Mitch
Leigh, from $7.50 to $1.25 per share of Common Stock,
subject to adjustment as therein provided, and to extend the
expiration of such warrants from January 2, 2001 to December
31, 2004; and
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 Warrant Agreement dated
September 18, 1995, is hereby amended to read as follows:
". at the initial exercise price of
U.S. $1.25 per share (the "Initial
Exercise Price") ."
2. The definition of "Expiration Date" in the first
paragraph of each Warrant Agreement dated September 18,
1995, is hereby amended to read as follows:
"... and until 5:00 p.m., local
time, on December 31, 2004 (the
"Expiration Date") ...
3. The definition of "Exercise Price" in the first
paragraph of each Warrant Agreement dated January 3, 1996,
is hereby amended to read as follows:
"... at the initial exercise price
of U.S. $1.25 per share (the "Exercise
Price") ..."
4. The definition of "Expiration Date" in the first
paragraph of each Warrant Agreement dated January 3, 1996,
is hereby amended to read as follows:
"... and until 5:00 p.m., New York
time, on December 31, 2004, or the next
Business Day (as hereinafter defined) if
such Date is not a Business Day (the
"Expiration Date") ..."
5. This Warrant Amendment Agreement shall not
constitute a waiver or amendment of any other provision of
the Warrant Agreements not expressly referred to herein and
except as expressly amended hereby, the provisions of the
Warrant Agreement are and shall remain in full force and
effect.
6. Upon surrender of the original Warrant
Agreements issued to the Warrantholders, XCL shall issue new
Warrant Agreements of like tenor and an equivalent number of
Warrants to the Warrantholders reflecting the amendments set
forth in the above paragraphs.
7. This 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.
8. This 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
Warrant Amendment Agreement to be duly executed and
delivered as of the date and year first above written.
XCL LTD.
By:______________________________
Title:_____________________________
WARRANTHOLDERS:
__________________________________
Mitch Leigh
___________________________________
Abby Leigh, Trustee Under
Indenture of Trust of Mitch Leigh F/B/O
Andrew Leigh
___________________________________
Arthur Rosenbloom, Trustee, Under
Indenture of Trust of Mitch Leigh
F/B/O Rebecca Millicent Leigh
____________________________________
Arthur Rosenbloom, Trustee, Under
Indenture of Trust of Mitch Leigh
F/B/O David George Leigh
SCHEDULE I
Number of Date of
Warrantholder Warrants Warrant Agreement
Mitch Leigh 100,000 September 18, 1995
Abby Leigh, Trustee Under
Indenture of Trust of Mitch Leigh
F/B/O Andrew Leigh 100,000 September 18, 1995
Arthur Rosenbloom, Trustee
Under Indenture of Trust of
Mitch Leigh F/B/O Rebecca
Millicent Leigh 14,444 January 3, 1996
Arthur Rosenbloom, Trustee
Under Indenture of Trust of
Mitch Leigh F/B/O David
George Leigh 14,444 January 3, 1996