Exhibit 2.2 x
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT, dated as of December 31, 2002, to Asset Purchase
Agreement, dated as of October 15, 2002 (the "ASSET PURCHASE AGREEMENT"), is
made by and among The LTV Corporation, a Delaware corporation, LTV Steel
Company, Inc., a New Jersey corporation, Georgia Tubing Corporation, a Delaware
corporation (collectively known as "SELLERS"), and Maverick Tube Corporation, a
Delaware corporation ("BUYER").
RECITALS
A. Buyer and Sellers entered into the Asset Purchase Agreement;
B. Buyer desires to assign its interests and obligations under the Asset
Purchase Agreement to a wholly owned subsidiary of Buyer; and
C. Buyer and Sellers desire to amend the Asset Purchase Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises and their respective
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer
hereby agree as follows:
ARTICLE I
1.1 Definitions. Capitalized terms used herein without definition have the
meanings ascribed thereto in the Asset Purchase Agreement.
ARTICLE II
2.1 Amendment to Section 16.1. Section 16.1 of the Asset Purchase
Agreement is amended and restated in its entirety as follows:
16.1. Successors and Assigns. Except as otherwise provided
in this Agreement, no party hereto shall assign this
Agreement or any rights or obligations hereunder without
the prior written consent of the other party hereto, and
any such attempted assignment without such prior written
consent shall be void and of no force and effect;
provided, however, that Buyer is permitted to collaterally
assign its rights under this Agreement to its principal
lender in order to secure financing; provided further that
Buyer may assign this Agreement, and its rights and
obligations hereunder, to a direct or indirect
wholly-owned subsidiary of Buyer, provided that such
assignment shall not relieve or discharge Buyer from any
of its obligations to Sellers under this Agreement or
impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of any Seller
against Buyer. This Agreement shall inure to the
benefit of and shall be binding upon the successors and
permitted assigns of the parties hereto.
ARTICLE III
3.1 Full Force and Effect. Except as specifically amended or modified
hereby, the Asset Purchase Agreement remains in full force and effect in
accordance with its terms. The amendments set forth herein are limited precisely
as written and shall not be deemed to be an amendment to or waiver of any other
term or condition of the Asset Purchase Agreement or any of the documents
referred to therein. This First Amendment is a part of the Asset Purchase
Agreement and shall be subject to the terms and conditions thereof (as amended
hereby).
3.2 Counterparts. This First Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their respective officers thereunto duly authorized as of the
date first above written.
MAVERICK TUBE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
______________________________________
Name: Xxxxxx X. Xxxxx
____________________________________
Title:___________________________________
GEORGIA TUBING CORPORATION
By: /s/ Xxxxx X. Xxxxx
______________________________________
Name: Xxxxx X. Xxxxx
____________________________________
Title: Vice President
___________________________________
LTV STEEL COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx
______________________________________
Name: Xxxxx X. Xxxxx
____________________________________
Title: CEO
___________________________________
THE LTV CORPORATION
By: /s/ Xxxxx X. Xxxxx
______________________________________
Name: Xxxxx X. Xxxxx
____________________________________
Title: CEO
___________________________________
