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EXHIBIT 4.8
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment No. 1 (the "Amendment") to that certain Warrant
Agreement dated as of February 16, 1996 (the "Agreement"), between DEEPTECH
INTERNATIONAL INC., a Delaware corporation (the "Company"), and XXXXXX
COMMERCIAL PAPER INC. (the "Lender"), is entered into as of the 31st day of
December, 1996 (the "Amendment"), between the Company and XXXXXX BROTHERS
HOLDINGS INC. ("Holder").
W I T N E S S E T H :
WHEREAS, the Company and the Lender are parties to the Agreement;
WHEREAS, the Holder is the registered owner of 100% of the Warrants;
WHEREAS, in order to induce the Holder to exercise a portion of the
Warrants, the Lender agreed to extend the Expiration Date under the Agreement;
NOW, THEREFORE, in consideration of the premises herein contained the
parties hereto agree as follows:
1. Definitions. Unless otherwise defined herein, terms defined
in the Agreement are used herein as therein defined.
2. Amendment to Section 1 of the Agreement. Section 1 of the
Agreement is hereby amended by deleting "July 15, 1997" at the end of the
definition of "Expiration Date" and replacing it with "July 15, 2000, or as
otherwise defined in any Warrant Certificate."
3. No Other Amendments. Except as expressly amended hereby, the
Agreement shall remain in full force and effect in accordance with its terms,
without any waiver, amendment or modification to any provision thereof.
4. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6. Headings. The headings used in this Amendment are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Amendment.
7. Entire Agreement. This Amendment and the Agreement, and the
other agreements and certificates executed pursuant hereto and thereto, if any,
constitute the entire agreement and supersede all prior (oral or written) or
oral contemporaneous proposals or agreements, all previous negotiations and all
other communications or understandings between the parties hereto and thereto
with respect to the subject matter hereof and thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
DEEPTECH INTERNATIONAL INC.
By:
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Name:
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Title:
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XXXXXX BROTHERS HOLDINGS INC.
By:
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Name:
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Title:
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