EXHIBIT 2.2
ADDENDUM NO. 1
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STOCK PURCHASE AND SALE AGREEMENT
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This ADDENDUM No. 1 dated as of the 20th day of September, 1996, to the
original Agreement dated and entered into as of the 6th day of September 1996,
by and among Tuboscope Pipeline Services, Inc., a Texas corporation (hereinafter
referred to as "Purchaser") and Vetco Pipeline Services, Inc., a Texas
corporation (hereinafter referred to as "Company"), Rauma USA, Inc. a Delaware
corporation (hereinafter referred to as "Seller" and/or "Shareholder"), and
Rauma Corporation, a Finland corporation (hereinafter referred to as
"Guarantor").
ARTICLE IV
REPRESENTATIONS AND WARRANTIES BY THE
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SELLER, COMPANY AND GUARANTOR
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In addition to and subject to all other terms of those representations and
warranties made by the Sellers, Company and Guarantor in the original Agreement,
the Seller, Company and Guarantor jointly and severally, hereby represent and
warrant to Purchaser as follows:
4.24 SHAREHOLDER MEETINGS. The Company held Shareholder meetings per the by-
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laws of the Company and the laws of the State of Texas and all corporate
action as required as a result of those meetings and any resolution of
vote thereof, was taken by the officers and directors of the Company.
Consent of the sole shareholder dated the Closing date is attached as
Schedule 4.24 hereto.
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4.25 UNRETURNED SHARE CERTIFICATES. The shares of the Company represented by
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Stock certificate No. 57 for 40,000 shares of common stock, stock
certificate No. 75 for 10,000 shares of common stock and stock certificate
No. 29 for 400 shares of common stock have been acquired by the Seller and
stock certificates thereafter canceled. The stock certificates were lost.
Subject to all of the representations and warranties of stock ownership
under Section 4.2 of the original agreement, prior to transfer to
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Purchaser, Seller is sole owner of all rights, title and interest in and to
the capital interests represented by stock certificates Xx. 00, Xx. 00 and
No. 29, regardless of the physical status of the subject share certificates.
An Affidavit signed by an original shareholder with regard to the lost stock
certificate No. 29 and an Affidavit signed by Seller and Company with regard
to all three lost stock certificates are attached as Schedule 4.25 hereto.
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TUBOSCOPE PIPELINE SERVICES INC. VETCO PIPELINE SERVICES INC.
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RAUMA CORPORATION RAUMA USA, INC.
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