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EXHIBIT 4.18
AMENDMENT TO XXXXXX X. XXXXX, XX.
WARRANT AGREEMENT
THIS AGREEMENT, between Xxxxxxxxxxx International, Inc. ("Xxxxxxxxxxx")
and Xxxxxx X. Xxxxx, Xx. (the "Non-Employee Director") is as follows:
WHEREAS, Xxxxxxxxxxx previously approved the Xxxxxx X. Xxxxx, Xx.
Warrant Agreement (the "Warrant Agreement");
WHEREAS, pursuant to the Warrant Agreement, Xxxxxxxxxxx granted, on the
8th day of September, 1998, to the Non-Employee Director a warrant for 60,000
shares of Xxxxxxxxxxx common stock at $18.125 per share (the "Warrant");
WHEREAS, the Board of Directors of Xxxxxxxxxxx has approved of a
distribution to Xxxxxxxxxxx'x stockholders of all of the stock of Grant Prideco,
Inc. (the "Spin-Off") pursuant to the terms and conditions set forth in the
Distribution Agreement by and between Xxxxxxxxxxx and Xxxxx Prideco, Inc.; and
WHEREAS, the Board of Directors of Xxxxxxxxxxx has approved an
adjustment to the exercise price under the Warrant and the number of shares
subject to the Warrant to reflect the relative values of Xxxxxxxxxxx common
stock and Grant Prideco common stock after giving effect to the Spin-Off;
NOW, THEREFORE, the Warrant Agreement is amended by adding thereto the
following provisions:
Notwithstanding any other provision of this Agreement to the contrary,
the Warrant is hereby adjusted as follows. Following the Distribution Date as
defined in the Distribution Agreement by and between Xxxxxxxxxxx and Xxxxx
Prideco, Inc., the Non-Employee Director will have the right under the Warrant
to purchase 93,629 shares of Xxxxxxxxxxx common stock for $11.615 per share.
IN WITNESS WHEREOF, Xxxxxxxxxxx has executed this Agreement this
________ day of ________________________, 2000.
XXXXXXXXXXX INTERNATIONAL, INC.
Agreed and Accepted By
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Title
By --------------------------------
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Xxxxxx X. Xxxxx, Xx.
