FIFTH WARRANT AMENDMENT AGREEMENT
This Fifth Warrant Amendment Agreement dated as of July 16,
1999 by and between XCL Ltd., a Delaware corporation ("XCL"), and
Estate of J. Xxxxx Xxxxxx (the "Estate"), J. Xxxxx Xxxxxx
Foundation (1976) (the "Foundation") and Construction
Specialists, Inc. d/b/a Con-Spec, Inc. ("Con-Spec") (the Estate,
the Foundation and Con-Spec are sometimes 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 and XCL Land Ltd., a
wholly owned subsidiary of XCL, 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), 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), further reduced by Third Warrant Amendment Agreement
dated as of April 13, 1999 (the "Third Warrant Amendment
Agreement") from $1.50 to $1.325 per share of common stock
(subject to adjustment as therein provided) and further reduced
by Fourth Warrant Amendment Agreement dated as of May 21, 1999
(the "Fourth Warrant Amendment Agreement") from $1.3125 to $1.25
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), further reduced by the Third Warrant Amendment
Agreement from $1.50 to $1.3125 per share of common stock
(subject to adjustment as therein provided) and further reduced
by the Fourth Warrant Amendment Agreement from $1.3125 to $1.25
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 the Estate and Con-Spec to
purchase an undivided interest in certain notes held by a
subsidiary of XCL, XCL agreed to reduce the exercise price of the
Warrants held by the Estate and Con-Spec from $1.25 to $0.10 per
share of common stock (subject to adjustment as therein
provided); and
WHEREAS, pursuant to its Subscription Agreements, the
Foundation was 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 Certificate is hereby
amended to read as follows:
"' at the initial exercise price of U.S.
$0.10 per share (the "Initial Exercise
Price") '"
All other terms and provisions of the first paragraph of each
Warrant Certificate shall remain unchanged.
2. This Fifth 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 Fifth 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 Fifth 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
Fifth Warrant Amendment Agreement to be duly executed and
delivered as of the date and year first above written.
XCL LTD.
By:______________________________
Name:____________________________
Title:_____________________________
WARRANTHOLDERS:
Estate of J. Xxxxx Xxxxxx
By:______________________________
Name: Xxxxxx X. Xxxxxx
Title: Executor
J. Xxxxx Xxxxxx Foundation (1976)
By:______________________________
Name: Xxxxxx X. Xxxxxx
Title: President
Construction Specialists, Inc.
d/b/a Con-Spec, Inc.
By:______________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
