EXHIBIT 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the "Amendment") is
entered into by and between Bellville Acquisition, Inc., a corporation organized
and existing under the laws of the State of Texas ("Buyer"), Lone Star
Technologies, Inc., a corporation organized and existing under the laws of
Delaware ("Lone Star"), and Bellville Tube Co., L.P., a limited partnership
organized and existing under the laws of Delaware, formerly known as Bellville
Tube Corporation, a corporation organized and existing under the laws of
Delaware ("Seller") on this 31st day of March, 2000.
BACKGROUND
WHEREAS, Buyer, Lone Star and Bellville Tube Corporation entered into an
Asset Purchase Agreement dated March 7, 2000 (the "Agreement") whereby Seller
agreed to sell, and Buyer agreed to buy, substantially all of the assets of
Seller used in its Business (as defined in the Agreement) upon the terms and
conditions set forth therein; and
WHEREAS, the parties hereto wish to amend the Agreement as set forth
herein.
NOW THEREFORE, the parties hereto, in consideration of the covenants and
agreements set forth herein, intending to be legally bound hereby agree as
follows:
1. All initially capitalized terms used but not defined in this Amendment
will have the same meaning as in the Agreement.
2. Bellville Tube Co., L.P. hereby adopts and ratifies the Agreement, as
amended hereby.
3. Sections 6.3.2 and 6.3.3 of the Agreement shall be, and hereby are,
amended such that all references to "Article 5" in such Sections are deleted and
replaced with "Article 6".
4. Attached hereto as Exhibit A and incorporated herein by reference for
all purposes is a true and correct list of the Accounts Receivables of Seller as
of the Closing Date.
5. Schedule 3.1.4.B to the Agreement shall be, and hereby is, revised to
change the name of the managed health care plan provider to Phoenix Group
Services, Inc.
6. Attached hereto as Exhibit B is Schedule 3.1.8.B to the Agreement,
revised to reflect the employees of Seller as of the Closing Date.
7. This Amendment may be executed in multiple counterparts and each such
counterpart shall be deemed to be an original instrument but all of such
counterparts taken together shall constitute only one instrument.
8. The Agreement shall remain in full force and effect without modification
except as expressly stated in this Amendment, and nothing contained herein shall
affect the validity or enforceability of the Agreement (as amended hereby) or
any of the documents or instruments
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delivered pursuant to the Agreement by any of the parties hereto or thereto.
ENTERED into as of the date first written above.
BELLVILLE ACQUISITION, INC.
By: /s/ Xxxxxx Xxxxxxx
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Its: Executive Vice President
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GUARANTOR:
LONE STAR TECHNOLOGIES, INC.
By: /s/ Rhys J. Best
--------------------------------
Its: Chief Executive Officer
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BELLVILLE TUBE CO., L.P.
By: BTC S-1, L.L.C.
Its: General Partner
By: /s/ Rhys J. Best
--------------------------------
Its: Chief Executive Officer
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