WARRANT AMENDMENT AGREEMENT
This Warrant Amendment Agreement dated as of July 16,
1999 by and between XCL Ltd., a Delaware corporation
("XCL"), and J. Edgar Monroe Foundation (the
"Warrantholder").
W I T N E S S E T H:
WHEREAS, the Warrantholder holds 21,705 warrants
("Warrants") to purchase shares of common stock, par value
$0.01 per share, of XCL (as adjusted for XCL's one-for-
fifteen reverse stock split (the "Reverse Stock Split")
effective December 17, 1997), such Warrants having been
originally issued pursuant to Warrant Certificate No.
CNW-6 dated as of April 10, 1997 and reflecting an exercise
price of $0.15 (as adjusted for the Reverse Stock Split) per
share of common stock (subject to adjustment as therein
provided) (the "Warrant Certificate"); and
WHEREAS, in order to induce the Warrantholder to make
additional loans to a subsidiary of XCL, XCL agreed to make
certain changes to the Warrants, including an extension of
the term, a reduction of the exercise price and an option to
exchange the Warrants under certain circumstances; and
WHEREAS, the Warrantholder has agreed to the proposed
changes to the Warrants.
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 line immediately above the Certificate Number in
the Warrant Certificate is hereby amended to read:
"Void after 5:00 p.m. New York time, July 16,
2004."
2. The definitions of "Expiration Date" and
"Initial Exercise Price" in the first paragraph of the
Warrant Certificate are hereby amended to read as follows:
". and until 5:00 p.m., New York
time, on July 16, 2004 (the "Expiration
Date"), subject to the conditions set
forth herein, at the initial exercise
price of U.S. $0.01 per share (the
"Initial Exercise Price") ."
All other terms and provisions of the first paragraph of the
Warrant Certificate shall remain unchanged.
3. Paragraph 1(e) of the Warrant Certificate is
hereby amended to read as follows:
(e) The Warrants represented by this
Certificate are exercisable at the
option of the Holder in whole or in part
(but not as to fractional Shares), but
upon exercise in part, the election to
exchange provided for in Section 11
shall terminate. Upon the exercise of
less than all of the Warrants evidenced
by this Certificate, the Company shall
forthwith issue to the Holder a new
certificate of like tenor (but without
the election to exchange provided for in
Section 11 or any other references to
Exchange Shares) representing the number
of unexercised Warrants.
4. Paragraph 11 of the Warrant Certificate shall be
renumbered as paragraph 16 and the following new paragraph
11 shall be inserted:
11. Option to Exchange Warrants for Stock.
(a) The Company hereby agrees that
at any time or from time to time beginning on
July 17, 2001, and until 5:00 p.m., New York
time, on January 16, 2002 (the "Exchange
Expiration Date"), Holder shall have the
right to exchange all, but not less than all,
of the Warrants represented by this
Certificate for fully paid shares of Common
Stock having a market value on the day of the
exchange of $32,000 (the "Exchange Shares")
or at the option of the Company, all or a
portion of such $32,000 in cash.
(b) It is understood and agreed by
Holder that there can be no partial exchange
under this Section 11, but that all Warrants
represented by this Certificate must be
exchanged in order for the exchange to be
available to Holder. It is further
understood and agreed by Holder that if this
Certificate is exercised in part, the Holder
shall no longer have the election to exchange
provided by this Section 11 and the election
to exchange contained in this Section 11
shall automatically and without any further
action by any party terminate and be of no
further force or effect, whether or not a new
Certificate is issued to Holder eliminating
this Section 11 and other references to
Exchange Shares.
(c) The exchange authorized by this
Section 11 is subject to the conditions set
forth in Section 4, "Compliance with
Securities Laws."
(d) Subject to compliance with all
of the conditions set forth herein, the
Holder shall have the right to receive from
the Company the Exchange Shares, cash or part
shares and part cash at the option of the
Company, upon surrender of this Certificate
to the Company at its principal office,
together with the form of election to
exchange attached hereto duly completed and
signed by the Holder; provided, that if the
date of such exchange is not a Business Day,
then such exchange shall take place before
5:00 p.m. New York time on the next following
Business Day.
(e) The exchange of this Certificate may not be exercised
after 5:00 p.m., New York time, on the Exchange Expiration
Date, at which time all rights to exchange provided for in
this Section 11, unless exercised prior thereto, shall
thereafter be null and void and all further rights in
respect thereof under this Section 11 shall thereupon cease.
(f) Subject to compliance with all of the conditions set
forth herein, upon surrender of this Certificate to the
Company at its principal office, together with the form of
election to exchange attached hereto duly completed and
signed by the Holder, the Company shall cause to be
delivered promptly to or upon the written order of the
Holder and in such name or names as the Holder may
designate, a certificate or certificates for the Exchange
Shares or all or a portion of such $32,000 in cash.
(g) All references to "this Certificate" in this Section 11
refer to this Certificate or any replacement Certificates as
provided for in Sections 5(a) or 6(a) hereof.
(h) For purposes of this Section 11, the "market value" of
a share of Common Stock shall be deemed to be the closing
bid price on the date of the issuance of the securities for
which such computation is being made, as reported on the
principal United States securities exchange on which the
Common Stock is listed or admitted to trading or if the
Common Stock is not then listed on any United States stock
exchange, the average of the closing sales price on such
date of issuance in the over-the-counter market as reported
by the National Association of Securities Dealers' Automated
Quotation System ("NASDAQ") or, if not so reported, the
average of the closing bid and asked prices on such date of
issuance as reported in the "pink sheets" published by the
National Quotation Bureau, Inc. or any successor thereof or,
if not so quoted, the average of the middle market
quotations on such date of issuance as reported on the daily
official list of the prices of stock listed on The London
Stock Exchange Limited ("The Stock Exchange Daily Official
List"). In the case of market value computations based on
The Stock Exchange Daily Official List, the market value
shall be converted into United States dollars at the then
spot market exchange rate of pounds sterling (UK) into
United States dollars as quoted by Chemical Bank or any
successor bank thereto on the date of determination. If a
quotation of such exchange rate is not so available, the
exchange rate shall be the exchange rate of pounds sterling
in United States dollars as quoted in The Wall Street
Journal on the date of determination.
5. The references to "Shares" in paragraphs 2, 3, 4, 5, 6
and 16 and in the restrictive legend of the Warrant
Certificate shall refer to shares of Common Stock of the
Company issued by the Company upon exercise or exchange of
the Warrant Certificate.
6. The following form of election to exchange shall be
added to the back of the Warrant Certificate:
XCL LTD.
FORM OF ELECTION TO EXCHANGE
(To be executed by the registered Holder
if such Holder desires to exercise the election to
exchange)
The undersigned registered Holder hereby
irrevocably elects to exercise the right to exchange
this Warrant Certificate for shares of Common Stock of
XCL Ltd., par value $.01 per share, having a market
value on the date hereof of $32,000 (the "Exchange
Shares") or at the option of the Company, all or a
portion of such $32,000 in cash, all in accordance with
the terms hereof. The undersigned requests that a
certificate for such Exchange Shares (unless all of
such $32,000 is to be paid in cash) be registered in
the name of and delivered to:
_______________________________________
_______________________________________
_______________________________________
(Please Print Name and Address)
DATED:_________________________________________________
Name of Warrant
Holder:____________________________________________
(Please Print)
Address:_______________________________________________
_______________________________________________________
Signature:_____________________________________________
Note: The above signature must correspond in
all respects with the name of the Holder as specified
on the face of this Warrant Certificate, without
alteration or enlargement or any change whatsoever,
unless the Warrants represented by this Warrant
Certificate have been assigned.
7. This Warrant Amendment Agreement shall not constitute a
waiver or amendment of any other provision of the Warrant
Certificate not expressly referred to herein and except as
expressly amended hereby, the provisions of the Warrant
Certificate are and shall remain in full force and effect.
8. Upon surrender of the original Warrant Certificate
issued to the Warrantholder, XCL shall issue a new Warrant
Certificate of like tenor and an equivalent number of
Warrants to the Warrantholder reflecting the amendment set
forth herein.
9. This Warrant Amendment Agreement sets forth the entire
understanding of the parties hereto with respect to the
subject matter 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.
10. 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:______________________________
Name:____________________________
Title:_____________________________
WARRANTHOLDER:
J. Edgar Monroe Foundation
(1976)
By:______________________________
Name:____________________________
Title:_____________________________