EXHIBIT 10.22
ASSIGNMENT, TERMINATION AND RELEASE
1. Sale of Securities. In consideration of the payment by Lone Star
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Technologies, Inc. ("Purchaser") to each of the parties listed on Schedule A
("Sellers") of the sum of money set forth opposite the name of the respective
Seller on Schedule A, each Seller hereby sells, assigns and transfers to
Purchaser the securities ("Securities") issued by Lone Star Steel Company
("LSS") and identified on Schedule A as owned by such Seller.
2. Representations and Warranties of Each Seller. Each Seller hereby
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represents and warrants to Purchaser that such Seller owns the Securities
identified on Schedule A as owned by such Seller, free and clear of all
security interests, liens, claims, options, charges, encumbrances and, except
as provided in the Agreements (as defined below) or the restrictive legends
appearing on some of the Securities' certificates, restrictions on the
transferability thereof, that such Seller has full legal power, right and
authority and all authorizations and approvals to sell, assign and transfer
such Securities to Purchaser and that the Securities identified on Schedule A
as owned by Seller are all of the securities of LSS owned by Seller.
3. Representations and Warranties of Purchaser. Purchaser hereby
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represents and warrants to each Seller that the Securities that Purchaser is
acquiring from such Seller are being acquired solely for Purchaser's own
account, for investment, and not with a view to, or for resale in connection
with, any distribution thereof within the meaning of the Securities Act of
1933, as amended.
4. Termination of Agreements. In consideration of the premises and the
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mutual agreements herein contained, Purchaser, Sellers and LSS hereby
terminate the Stockholders and Registration Rights Agreement among
Purchaser, Sellers, LSS and the other stockholders of LSS named therein dated
as of May 16, 1991, the agreement among Purchaser, Sellers and LSS dated
October 31, 1995, the agreement among Purchaser, Sellers and LSS dated
November 2, 1994 and any other agreements by or among the parties hereto
relating to LSS (the "Agreements").
5. Mutual Releases. In consideration of the premises and the mutual
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agreements herein contained, each Seller hereby irrevocably and
unconditionally releases, relinquishes and forever discharges Purchaser and
LSS and their stockholders, predecessors, successors, assigns, advisors,
directors, officers and employees from any and all claims, demands, actions
and causes of actions, known or unknown, relating to or arising out of the
Agreements or the business, financial condition, results of operations or
securities of LSS which such Seller may have against any such released
party, including, but not limited to, any rights arising out of any tort,
including any claim of negligence,
gross negligence, or willful misconduct, or any alleged violation of any
contract, express or implied, any covenant of good faith and fair dealing,
express or implied, or any federal, state or other governmental statute,
regulation or ordinance; and Purchaser and LSS hereby irrevocably and
unconditionally release, relinquish and forever discharge each Seller and its
owners, trustees, partners, stockholders, predecessors, successors, assigns,
advisors, directors, officers and employees from any and all claims, demands,
actions and causes of actions, known or unknown, relating to or arising out
of the Agreements or the business, financial condition, results of operations
or securities of LSS which Purchaser or LSS may have against any such
released party, including, but not limited to, any rights arising out of any
tort, including any claim of negligence, gross negligence, or willful
misconduct, or any alleged violation of any contract, express or implied, any
covenant of good faith and fair dealing, express or implied, or any federal,
state or other governmental statute, regulation or ordinance; provided,
however, that no party hereto releases, relinquishes or discharges any other
party hereto from any claim, demand, action or cause of action which may
arise out of any breach of such other party's representations, warranties or
agreements contained in this Assignment, Termination and Release ("ATR").
6. Counterparts. This ATR may be executed in two or more
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counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. Upon (i) each Seller providing
to Purchaser and LSS by facsimile transmission a counterpart of this ATR
signed by such Seller and (ii) Purchaser and LSS providing to each Seller by
facsimile transmission a counterpart of this ATR signed by Purchaser and
LSS, this ATR shall become a legal and binding agreement among the parties
hereto.
7. Governing Law. This ATR shall be governed by and construed in
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accordance with the laws of the State of Delaware applicable to agreements
made and to be performed entirely in such State.
8. Closing. The parties hereto agree to consummate the sale of the
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Securities by Sellers to Purchaser and the payment of the purchase price for
the Securities by Purchaser to Sellers (the "Closing") on January 22, 1997
and to conduct the Closing at the offices of Bank One, Texas, N.A. (the
"Bank") at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000. At the Closing, Purchaser
and LSS will deliver to Sellers counterparts of this ATR executed by
Xxxxxxxxx and LSS, Sellers will deliver to Purchaser and LSS counterparts of
this ATR executed by Sellers, Sellers will deliver to Purchaser the
certificates representing all of the Securities with stock powers executed by
Sellers, and Purchaser will cause the Bank to wire transfer to each Seller
the amount set forth opposite such Seller's name on Schedule A hereto in
accordance with such Seller's wire transfer instructions set forth opposite
such Seller's name on Schedule B hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this ATR as of
January 21, 1997.
LONE STAR TECHNOLOGIES, INC.
By: XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
LONE STAR STEEL COMPANY
By: XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Secretary
TCW SPECIAL CREDITS
As Agent for:
Weyerhaeuser Company Master
Pension Trust
Inland Steel Industries Pension Trust
As General Partner of:
TCW Special Credits Fund
TCW Special Credits Fund II
TCW Special Credits Fund IIb
By: TCW Asset Management Company,
its Managing Partner
By: XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
By: XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
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MERCED PARTNERS LIMITED
PARTNERSHIP
By: Global Capital Management, Inc.
General Partner
By: XXXX X. XXXXXXXXXXX
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Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
CARGILL FINANCIAL SERVICES
CORPORATION
By: XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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SCHEDULE A
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STOCKHOLDER AND SECURITIES OWNED PURCHASE PRICE
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TCW Special Credits Fund I
60.4322 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 15)
14.9041 shares of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 2, 9, 16, 23, 30, 37, 44 and 51); and
Stock Purchase Warrant dated as of February 15,
1994 evidencing the right to purchase 18.135
shares of Common Stock, par value $1.00 per
share, of LSS (Certificate No. W-02).
$12,698,801
TCW Special Credits Fund II
13.0952 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 16);
3.1615 shares of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 3, 10, 17, 24, 31, 38, 45 and 52); and
Stock Purchase Warrant dated as of February 15,
1994 evidencing the right to purchase 4.095
shares of Common Stock, par value $1.00 per
share, of LSS (Certificate No. W-03).
$ 2,716,658
A-1
STOCKHOLDER AND SECURITIES OWNED PURCHASE PRICE
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TCW Special Credits Fund IIb
9.6655 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 17);
2.4841 shares of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 4, 11, 18, 25, 32, 39, 46 and 53); and
Stock Purchase Warrant dated as of February 15,
1994 evidencing the right to purchase 2.925
shares of Common Stock, par value $1.00 per
share, of LSS (Certificate No. W-04).
$ 2,090,145
Weyerhaeuser Company Master Pension Trust
4.5210 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 18);
1.1291 shares of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 5, 12, 19, 26, 33, 40, 47 and 54); and
Stock Purchase Warrant dated as of February 15,
1994 evidencing the right to purchase 32.175
shares of Common Stock, par value $1.00 per
share, of LSS (Certificate No. W-05).
$ 1,811,787
A-2
STOCKHOLDER AND SECURITIES OWNED PURCHASE PRICE
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Inland Steel Industries Pension Trust
3.8974 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 19);
.9032 share of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 6, 13, 20, 27, 34, 41, 48 and 55); and
Stock Purchase Warrant dated as of February 15,
1994 evidencing the right to purchase 1.170
shares of Common Stock, par value $1.00 per
share, of LSS (Certificate No. W-06).
$ 785,216
Cargill Financial Services Corporation
46.0822 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 20).
$ 2,683,125
Merced Partners Limited Partnership
7.7977 shares of Common Stock, par value
$1.00 per share, of LSS (Certificate No. 23); and
2.6797 shares of Preferred Stock, Series A,
(par value $1.00 per share) of LSS (Certificate
Nos. 7, 14, 21, 28, 35, 42, 49 and 56).
$ 2,014,268
TCW Special Credits $ 200,000
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TOTAL PURCHASE PRICE $25,000,000
A-3
