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Exhibit
3.24
AMENDMENT NO.
1
TO
AGREEMENT OF LIMITED
PARTNERSHIP
OF
CHAPARRAL STEEL
MIDLOTHIAN, LP
THIS AMENDMENT NO. 1 TO
AGREEMENT OF PARTNERSHIP OF CHAPARRAL STEEL MIDLOTHIAN, LP (the
“Amendment”), effective the 1st day of May 2001 by and
between CHAPARRAL STEEL TEXAS, INC., a Delaware corporation (the
“General Partner”) and CHAPARRAL STEEL TRUST, a
Delaware business trust (the “Limited
Partner”).
RECITALS:
WHEREAS, the General Partner
and Chaparral Steel Company, a Delaware corporation
(“CSC”), entered into that certain Agreement of Limited
Partnership of Chaparral Steel Midlothian, LP dated
February 29, 1996 (together with all amendments, additions and
modifications thereto, the “Partnership Agreement”),
whereby the General Partner and CSC agreed to form and operate a
Delaware limited partnership named Chaparral Steel Midlothian, LP
(the “Partnership”) in accordance with the terms set
forth in the Partnership Agreement; and
WHEREAS, effective
March 1, 1996, CSC, the sole limited partner in the
Partnership, transferred all of its rights, title and interest in
the Partnership to Chaparral Steel Holdings, Inc., a Delaware
corporation (“CSH”) in accordance with
Section 7.2.2 of the Partnership Agreement (the “CSC
Transfer”); and
WHEREAS, immediately
following the CSC Transfer, effective March 1, 1996, CSH
transferred all of its rights, title and interest in the
Partnership to the Limited Partner in accordance with
Section 7.2.2 of the Partnership Agreement; and
WHEREAS, the General Partner
and the Limited Partner desire to amend certain provisions of the
aforementioned Partnership Agreement regarding the operation of the
Partnership and their int
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