**Exhibit10.34**

 

 

**SEVENTH AMENDMENTTO AMENDED AND RESTATED FINANCING AGREEMENT**

** **

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATEDFINANCING AGREEMENT (this “Amendment”) is made and entered intoeffective as of December 16, 2003, by and among THE CIT GROUP/BUSINESS CREDIT,INC. a New York corporation (hereinafter “CITBC”), in its individualcapacity and as Agent (hereinafter the “Agent”) for itself and theLenders hereafter named, WELLS FARGOFOOTHILL, INC.,****a California corporation formerly known as Foothill CapitalCorporation (“FCC”), CONGRESS FINANCIAL CORPORATION (SOUTHWEST),a Texas corporation (“CFC”), LASALLE BANK NATIONAL ASSOCIATION, anational banking association (“LaSalle”), and any other party hereafterbecoming a Lender pursuant to Section 13 of the Agreement (as hereinafterdefined), each individually sometimes referred to as a “Lender” andcollectively the “Lenders”), LONE STAR TECHNOLOGIES, INC., a Delawarecorporation (herein “Parent”), LONE STAR STEEL COMPANY, a Delawarecorporation (herein “LSSC”), FINTUBE TECHNOLOGIES, INC., an Oklahomacorporation (herein “FTI”), LONE STAR LOGISTICS, INC., a Texascorporation (“Logistics”), STAR TUBULAR SERVICES, INC., a Texascorporation formerly known as T&N Lone Star Warehouse Co. (“Star Tubular”),TEXAS & NORTHERN RAILWAY COMPANY, a Texas corporation (“T&N Railway”),FINTUBE CANADA, INC., a Delaware corporation (“FCI”), BELLVILLE TUBECOMPANY, L.P., a Texas limited partnership, as successor in interest byconversion to Bellville Tube Corporation, a Texas corporation (“BTCLP”),WHEELING MACHINE PRODUCTS, L.P., a Texas limited partnership, successor ininterest by conversion to Wheeling Machine Products, Inc., formerly known asWheeling Acquisition Corporation and Star Tubular Technologies (Houston), Inc.(“Wheeling”), STAR CAPITAL FUNDING, INC., a Delaware corporation (“StarCapital”), DELTA TUBULAR PROCESSING, L.P., a Texas limited partnership,successor in interest by conversion to Delta Tubular Processing, Inc., formerlyknown as Delta Lone Star Acquisition, Inc. (“Delta Processing”), andDELTA TUBULAR INTERNATIONAL, L.P., a Texas limited partnership, successor ininterest by conversion to Delta Tubular International, Inc., formerly known asStar Tubular International. Inc., a Texas corporation (“Delta International”)  (herein Parent, LSSC, FTI, Logistics, StarTubular, T&N Railway, FCI, BTCLP, Wheeling, Star Capital, Delta Processingand Delta International each individually a “Company” and collectivelyas the “Companies”), ENVIRONMENTAL HOLDINGS, INC., a Delawarecorporation (“EHI”), ZINKLAHOMA, INC., a Delaware corporation (“Zinklahoma”),LONE STAR STEEL INTERNATIONAL, INC., a Delaware corporation (“SteelInternational”), LONE STAR STEEL SALES COMPANY, a Delaware corporation (“SteelSales”), ROTAC, INC., a Texas corporation (“Rotac”), LONE STAR STHOLDINGS, INC., a Delaware corporation (“ST Holdings”), BELLVILLE TUBEGENERAL, LLC, a Nevada limited liability company (“BTG”), LONE STARNEVADA HOLDINGS, LLC, a Nevada limited liability company, formerly known asBellville Tube Limited, LLC (“Nevada Holdings”), STAR TUBULARTECHNOLOGIES, INC., a Delaware corporation (“STT”), WHEELING MACHINEPRODUCTS GENERAL, LLC, a Nevada limited liability company (“Wheeling General”),DELTA TUBULAR PROCESSING GENERAL, LLC, a Nevada limited liability company (“DeltaProcessing General”), DELTA TUBULAR INTERNATIONAL GENERAL, LLC, a Nevadalimited liability company (“Delta International General”) and STARTUBULAR

 

1

----

 

TECHOLOGIES (YOUNGSTOWN),INC., an Ohio corporation (“STT Ohio”) (herein EHI, Zinklahoma, SteelInternational, Steel Sales, Rotac, ST Holdings, BTG, Nevada Holdings, STT,Wheeling General, Delta Processing General, Delta International General and STTOhio, each individually as “Guarantor” and collectively as the “Guarantors”),and STAR ENERGY GROUP, LLC, a Delaware limited liability company (“SEG”or the “New Guarantor”).

 

**RECITALS:**

** **

A.                                   WHEREAS,pursuant to the terms and subject to the conditions of that certain Amended andRestated Financing Agreement dated as of October 8, 2001 between the Agent, theCompanies and the Guarantors (such Amended and Restated Financing Agreement, asthe same is hereby amended and may hereafter be amended from time to time,being hereinafter referred to as the “Agreement”), the Companies weregranted a $100,000,000 revolving line of credit which included a letter ofcredit facility;

 

B.                                     WHEREAS,payment of the Obligations of the Companies is supported by (a) the guarantiesof the Guarantors (other than BTG, BTL, STT, Wheeling General, Delta ProcessingGeneral, Delta International General and STT Ohio) pursuant to that certainGuaranty dated as of October 8, 2001 executed by the Guarantors (other thanBTG, BTL, STT, Wheeling General, Delta Processing General, Delta InternationalGeneral and STT Ohio), (b) the guaranties of BTG and BTL pursuant to thatcertain Guaranty dated as of December 31, 2001 executed by BTG and BTL, (c) theguarantee of STT pursuant to that certain Guaranty dated as of September 30,2002 executed by STT, and (d) the guarantee of Wheeling General, DeltaProcessing General, Delta International General and STT Ohio pursuant to thatcertain Guaranty dated August 29, 2003 (collectively, the “Guaranties”);

 

C.                                     WHEREAS,to secure, in part, the Obligations (as defined in the Agreement), theCompanies and the Guarantors have heretofore executed in favor of the Agentcertain Loan Documents (as defined in the Agreement), including, withoutlimitation, the Guaranties, which Loan Documents shall continue in full forceand effect upon the execution of this Amendment, all of the Loan Documents tocontinue to secure the payment by the Companies of the Obligations, all as morefully set forth therein and herein;

 

D.                                    WHEREAS,the Companies have requested and, pursuant to the terms and subject to theconditions hereof and in connection herewith, the Agent and the Lenders haveagreed to increase the Revolving Line of Credit (as defined in the Agreement)to $125,000,000 and add SEG as a Guarantor and Obligor under the LoanAgreement;

 

E.                                      WHEREAS,in furtherance of the foregoing and to evidence the agreements of the partieshereto in relation thereto the parties hereto desire to amend the Agreement ashereinafter provided;

 

NOW, THEREFORE, in consideration of the premisesherein contained and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties, intending to belegally bound, agree as follows:

 

2

----

 

**AGREEMENT:**

** **

**ARTICLE I**

 

**DEFINITIONS**

** **

**1.01****                       **Capitalized terms used in thisAmendment are defined in the Agreement, as amended hereby, unless otherwisestated.

 

**ARTICLE II**

** **

**AMENDMENTS TO AGREEMENT**

** **

Effective as of therespective date herein indicated, the Agreement is hereby amended as follows:

 

**2.01****                        Amendmentand Restatement of Definition of “Acquisition”. **Effective as of the date of execution of this Amendment, thedefinition of “Acquisition” set forth in Section 1 of the Agreement is amendedand restated to read in its entirety as follows:

 

“**Acquisition** shall meanthe purchase or other acquisition (including merger or consolidation) of any orall of the following:  (a) morethan 50% of the Capital Stock of any Person; and (b) all or a part of the assetsof, or all or any part of a division of, any Person.”

 

**2.02****                        Amendment and Restatement of Definition of“Anniversary Date**”**.**  Effective as of the date of execution ofthis Amendment, the definition of “Anniversary Date” set forth in Section 1 ofthe Agreement is amended and restated to read in its entirety as follows:

 

“**Anniversary Date**shall mean December 16, 2006 and the same date in every year thereafter.”

 

**2.03****                        Amendmentand Restatement of Definition of “Early Termination Fee”. **Effective as of the date of execution ofthis Amendment, the definition of “Early Termination Fee” set forth in Section1 of the Agreement is amended and restated to read in its entirety as follows:

 

“**Early Termination Fee**shall:(a)****mean the fee the Agent onbehalf of the Lenders is entitled to charge the Companies in the event theParent terminates the Revolving Line of Credit or this Financing Agreement on adate prior to an Anniversary Date (the period from the Early Termination Dateto the Anniversary Date being herein called the “Early Termination Period”);and (b) be determined bymultiplying the Revolving Line of Credit by (x) two percent (2%) per annum forthe portion, if any, of the Early Termination

 

3

----

 

Period occurring on or before one (1) year from theSeventh Amendment Closing Date, (y) one percent (1%) per annum for the portion,if any, of the Early Termination Period occurring after one (1) year from theSeventh Amendment Closing Date but on or before two (2) years from the SeventhAmendment Closing Date; and (z) one-half of one percent (1/2%) per annum forthe portion, if any, of the Early Termination Period occurring after two (2)years from the Seventh Amendment Closing Date but prior to an Anniversary Date,in each case for partial years, prorated on the basis of the number of daysfrom the Early Termination Date to the end of such partial year.”

 

**2.04****                        Amendmentof Definition of “Guarantor” and “Guarantors”. **Effective as of the date of execution of this Amendment, thereferences to “Guarantor” and “Guarantors” in the preamble to the Agreement andthroughout the Agreement shall be amended to include SEG (in addition to theexisting Guarantors).

 

**2.05****                        Amendmentand Restatement of Definition of “Permitted Merger”. **Effective as of the date of execution ofthis Amendment, the definition of “Permitted Merger” set forth in Section 1 ofthe Agreement is amended and restated to read in its entirety as follows:

 

**“PermittedMerger** shall mean (a) the merger or consolidation ofany Guarantor with or into any other Guarantor, (b) the merger orconsolidation of any Guarantor with or into any Company as long as such Companyis the surviving Person, (c) the merger or consolidation of a Company intoanother Company, (d) conversion of an Obligor into a different type of entity,and (e) a merger or consolidation which is a Permitted Acquisition.”

 

**2.06****                        Amendmentand Restatement of Definition of “Revolving Line of Credit”. **Effective as of the date of execution ofthis Amendment, the definition of “Revolving Line of Credit” set forth inSection 1 of the Agreement is amended and restated to read in its entirety asfollows:

 

“**Revolving Line of Credit** shall mean theaggregate commitment of the Lenders to make loans and advances pursuant to Section3 of this Financing Agreement and issue Letters of Credit Guaranties pursuantto Section 5 hereof to the Companies, in the aggregate amount of $125,000,000.”

 

**2.07****                        NewDefinition. **Effective as of the date of this Amendment,Section 1 of the Agreement is amended by adding the following new definitionthereto, to be inserted in appropriate alphabetical order:

 

“**Seventh Amendment Closing Date** shall mean December 16, 2003.”

 

4

----

 

**2.08**                        **Amendment of Subparagraph 7.5(a). **Effective as of the date hereof, the first sentence of clause(a) of Paragraph 7.5 of Section 7 of the Agreement is hereby amendedin its entirety to read as follows:

 

“Each of the Obligors agrees to maintain insurance onits Real Estate (other than undeveloped acreage), Equipment and Inventory undersuch policies of insurance, with such insurance companies, in such reasonableamounts and covering such insurable risks as are at all times reasonablysatisfactory to the Agent, Agent agreeing that flood insurance is not requiredon any of the Real Estate owned by the Obligors as of the Seventh AmendmentClosing Date.”

 

**2.09**                        **Amendment of Paragraph 7.8. **Effective as of the date hereof, clause (b) of Paragraph 7.8 ofSection 7 of the Agreement is hereby amended in its entirety to read asfollows:

 

“(b) within forty five (45) days after the end of eachFiscal Quarter a Consolidated Balance Sheet and Consolidating Balance Sheet asat the end of such period and statements of profit and loss, cash flow and shareholders’equity of the Companies and their consolidated subsidiaries, certified by anauthorized financial or accounting officer of the Companies; provided, however,during any time when there are Revolving Loans outstanding, the financialstatements required by this clause (b) shall be prepared as of the end of eachcalendar month and delivered within thirty (30) days after the end of each suchcalendar month;”

 

**2.10**                        **Amendment of Subparagraph 7.9(f). **Effective as of the date hereof, Subparagraph 7.9(f) ofSection 7 of the Agreement is hereby amended in its entirety to read asfollows:

 

“Assume, guarantee, endorse, or otherwise becomeliable upon the obligations of any person, firm, entity or corporation, exceptby the endorsement of negotiable instruments for deposit or collection orsimilar transactions in the ordinary course of business and except (i) forassumptions or guaranties of Permitted Indebtedness and (ii) for assumptionsand guaranties of accounts payable and other liabilities in connection with aPermitted Acquisition or Permitted Merger;”

 

**2.11**                        **Amendment of Subparagraphs 7.10(a) and 7.10(b). **Effective as of the date hereof,Subparagraphs 7.10(a) and 7.10(b) of Section 7 of the Agreement are herebyamended in their entirety to read as follows:

 

“(a)                            maintainat all times during each Fiscal Quarter a Net Worth of not less than$174,000,000, such amount to be increased on the last day of each successiveFiscal Quarter, beginning with the Fiscal Quarter ending December 31,2003, by an amount

 

5

----

 

equal to the sum of (i) seventy-five percent(75%) of the net income as defined by GAAP (with no deductions for net losses)of the Companies and their consolidated subsidiaries during such Fiscal Quarter(income of Subsidiaries acquired during any Fiscal Quarter shall be includedfor only the period from the date of acquisition to the end of such FiscalQuarter), plus (ii) seventy-five percent (75%) of the net proceeds of anyequity issuance received by any Company during such Fiscal Quarter, anddecreased by (iii) the amount of any write-down of goodwill subsequent toJune 30, 2001, as a result of a determination that the value of thegoodwill or the acquired business related thereto is impaired; provided,however, during any time when there are Revolving Loans outstanding, theforegoing Net Worth covenant shall be tested at the end of each calendar month.

 

(b)                                 ifat any time Availability is less than $40,000,000 (the “Fixed ChargeCoverage Ratio Event”), the Companies shall maintain as of the end of theFiscal Quarter immediately prior to the date the Fixed Charge Coverage RatioEvent occurred and each Fiscal Quarter thereafter for the 12 month periodending with each such Fiscal Quarter, a Fixed Charge Coverage Ratio of not lessthan 1.25 to 1.00; provided, however, during any time when thereare Revolving Loans outstanding, the foregoing Fixed Charge Coverage Ratiocovenant shall be tested at the end of each calendar month for the 12 monthperiod ending with each such calendar month.”

 

 

**2.12**                        **Amendment of Schedules.** Effective as of the date hereof, Schedules 1, 7(1), 7(14)(f),7(14)(g), 7(14)(l), 7(14)(o) and 7(14)(p) of the Agreement are amended to addto such Schedules the information requested thereon with respect to the NewGuarantor, such additions to such Schedules being described on Exhibit Aattached hereto

 

**2.13**                        **RevolvingLoan Commitment.** Effective as of the date of execution of this Amendment, the RevolvingLoan Commitment for each Lender will be the amount set forth under eachLender’s name on the signature page hereof.

 

 

**ARTICLE III**

 

**ASSUMPTION OF OBLIGATIONS ANDGRANT OF LIENS**

 

**3.01****                        Assumptionof Obligations and Grant of Lien by SEG**.  Effective as of the date of this Amendment, SEG agrees (a) to bea Guarantor and Obligor under the Agreement and under that certainSubordination Agreement dated October 8, 2001 executed by theCompanies and the Guarantors for the benefit of Agent and the other Lenders(the “Subordination Agreement”), (b) to be bound by the terms andprovisions of the Agreement as a Guarantor and Obligor thereunder and to bebound by the terms of the Subordination Agreement as a Guarantor and Obligorthereunder to the same extent and with the same force and effect as if SEG hadbeen originally named as a party in each of such documents, (c) to assume allcovenants, agreements and duties as a Guarantor and Obligor under the Agreementand as a Guarantor and Obligor under the Subordination Agreement, and (d) toexecute and deliver to CIT concurrently with the execution

 

6

----

 

hereof, a guarantyagreement (in form and substance satisfactory to Agent) guaranteeing the promptpayment and performance of all of the Obligations.   SEG hereby also grants to Agent for the benefit of the Lenders asecurity interest in all Collateral now or hereafter owned by SEG pursuant tothe terms of Section 6 of the Agreement. SEG authorizes Agent to file financing statements covering theCollateral in an authenticated record without its signature and ratify any suchfilings made prior to the date hereof by Agent.

 

**ARTICLE IV**

** **

**CONDITIONS PRECEDENT**

** **

**4.01****                        Conditions to Effectiveness**.  The effectiveness of this Amendment issubject to the satisfaction of the following conditions precedent in a mannersatisfactory to Agent, unless specifically waived in writing by Agent:

 

(a)                                  Agentshall have received each of the following, each in form and substancesatisfactory to Agent, in its sole discretion, and, where applicable, each dulyexecuted by each party thereto, other than Agent:

 

(i)                                     ThisAmendment, duly executed by Companies, the Guarantors and SEG;

 

(ii)                                  Certifiedcopies of the resolutions of the Board of Directors, Board of Managers orExecutive Committee of each of the Companies, the Guarantors and SEG,authorizing the execution, delivery and performance of this Amendment and anyand all other Loan Documents executed by any of the Companies, the Guarantorsor SEG in connection therewith, along with a certificate of incumbencycertified by the secretary of SEG, and, if there has been any change from themost recent incumbency certificates delivered by any of the Companies or theGuarantors, a certificate of incumbency certified by the secretary of each ofthe Companies and each of the Guarantors, with specimen signatures of theofficers of the Companies, the Guarantors and SEG who are authorized to signsuch documents, all in form and substance satisfactory to the Agent;

 

(iii)                               FifthAmendment to Stock Pledge Amendment duly signed by the Parent pledging all ofits ownership interest in SEG;

 

(iv)                              PledgeAgreement duly signed by SEG pledging all of its membership interests in NevadaHoldings, BTG, Wheeling General, Delta Processing General and DeltaInternational General;

 

(v)                                 AGuaranty duly signed by SEG;

 

(vi)                              Opinionfrom Fulbright & Jaworski L.L.P. opining, in form and substancesatisfactory to Agent, which shall cover such matters

 

7

----

 

incident to thetransactions contemplated by this Amendment as Agent may reasonably require andthe Companies, the Guarantors and SEG hereby authorize and direct such counselto deliver such opinions to Agent;

 

(vii)                           Evidencesatisfactory to the Agent that casualty insurance policies of all Companies andGuarantors listing Agent as loss payee or additional insured, as the case maybe, have been amended to cover the New Guarantor as well as all Companies andall Guarantors, and are in full force and effect, in form and substancesatisfactory to Agent; and

 

(viii)                        Allother documents Agent may request with respect to any matter relevant to thisAmendment or the transactions contemplated hereby.

 

(b)                                 Therepresentations and warranties contained herein and in the Agreement and theother documents executed in connection with the Agreement (herein referred toas “Loan Documents”), as each is amended hereby, shall be true andcorrect as of the date hereof, as if made on the date hereof, except for suchrepresentations and warranties as are by their express terms limited to aspecific date.

 

(c)                                  NoDefault or Event of Default shall have occurred and be continuing, unless suchDefault or Event of Default has been otherwise specifically waived in writingby Agent.

 

(d)                                 Allcorporate proceedings taken in connection with the transactions contemplated bythis Amendment and all documents, instruments and other legal matters incidentthereto shall be satisfactory to Agent.

 

(e)                                  TheCompanies shall pay Agent an amendment fee in the amount of $343,750 for thefinancial accommodations provided herein, such amendment fee to be distributedby Agent as follows:  (i) $100,000 toCITBC, (ii) $81,250 to CFC, (iii) $81,250 to FCC, and (iv) $81,250 to LaSalle.

 

**ARTICLE VNO WAIVER**

** **

**5.01**                        **No Waiver.**  Nothing contained herein shall be construedas a waiver by Agent of any covenant or provision of the Agreement, the otherLoan Documents, this Amendment or any other contract or instrument between theObligors and Agent, and the failure of Agent at any time or times hereafter torequire strict performance by the Obligors of any provision thereof shall notwaive, affect or diminish any right of Agent to thereafter demand strictcompliance therewith. Agent hereby reserves all rights granted under theAgreement, the other Loan Documents, this Amendment, and any other contract orinstrument between the Obligors and Agent.

 

8

----

 

**ARTICLE VIRATIFICATIONS, REPRESENTATIONS AND WARRANTIES**

** **

**6.01****                        Ratifications.**  The terms and provisions set forth in thisAmendment shall modify and supersede all inconsistent terms and provisions setforth in the Agreement and the other Loan Documents, and, except as expresslymodified and superseded by this Amendment, the terms and provisions of theAgreement and the other Loan Documents are ratified and confirmed and shallcontinue in full force and effect.  TheCompanies, the Guarantors and Agent agree that the Agreement and the other LoanDocuments, as amended hereby, shall continue to be legal, valid, binding andenforceable in accordance with their respective terms.

 

**6.02****                        Representationsand Warranties**. The Companies and the Guarantors hereby represent andwarrant to Agent that (a) the execution, delivery and performance of thisAmendment and any and all other Loan Documents executed and/or delivered inconnection herewith have been authorized by all requisite corporate or limitedpartnership or limited liability company action (as applicable) on the part ofthe Companies and the Guarantors and will not violate the Articles (orCertificates) of Incorporation or Bylaws of the Companies and the Guarantorsthat are corporations or the limited partnership agreements or certificates oflimited partnership of the Companies and the Guarantors that are limitedpartnerships or the articles of formation/organization, regulations or limitedliability company agreements of the Companies that are limited liabilitycompanies; (b) each of the Company’s and Guarantor’s Board of Directors orExecutive Committee (or the general partner of the applicable limitedpartnership) or the members or the Board of Managers of the applicable limitedliability company has authorized the execution, delivery and performance ofthis Amendment and any and all other Loan Documents executed and/or deliveredin connection herewith; (c) the representations and warranties contained in theAgreement, as amended hereby, and any other Loan Document are true and correcton and as of the date hereof and on and as of the date of execution hereof asthough made on and as of each such date; (d) no Default or Event of Defaultunder the Agreement, as amended hereby, has occurred and is continuing, unlesssuch Default or Event of Default has been specifically waived in writing byAgent; (e) the Companies and the Guarantors are in full compliance with allcovenants and agreements contained in the Agreement and the other LoanDocuments, as amended hereby; and (f) the Companies and the Guarantors have notamended their Articles (or Certificates) of Incorporation or their Bylaws orsimilar organizational documents since the date of the Agreement, except asotherwise disclosed to Agent.

 

**ARTICLE VII**

 

**MISCELLANEOUS PROVISIONS**

** **

**7.01****                        Survivalof Representations and Warranties**. All representations and warranties made in the Agreement or any otherLoan Document, including, without limitation, any document furnished inconnection with this Amendment, shall survive the execution and delivery ofthis Amendment and the other Loan Documents, and no investigation by Agent orany closing shall affect the representations and warranties or the right ofAgent to rely upon them.

 

9

----

 

**7.02****                        Referenceto Agreement**.  Each of theAgreement and the other Loan Documents, and any and all other Loan Documents,documents or instruments now or hereafter executed and delivered pursuant tothe terms hereof or pursuant to the terms of the Agreement, as amended hereby,are hereby amended so that any reference in the Agreement and such other LoanDocuments to the Agreement shall mean a reference to the Agreement, as amendedhereby.

 

**7.03****                        Expensesof Agent**.  As provided in theAgreement, Companies agree to pay on demand all costs and expenses incurred byAgent in connection with the preparation, negotiation, and execution of thisAmendment and the other Loan Documents executed pursuant hereto and any and allamendments, modifications, and supplements thereto, including, withoutlimitation, the costs and fees of Agent’s legal counsel, and all costs andexpenses incurred by Agent in connection with the enforcement or preservationof any rights under the Agreement, as amended hereby, or any other LoanDocuments, including, without, limitation, the costs and fees of Agent’s legalcounsel.

 

**7.04****                        Severability**.  Any provision of this Amendment held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Amendment and the effect thereof shall beconfined to the provision so held to be invalid or unenforceable.

 

**7.05****                        Successorsand Assigns**.  This Amendment isbinding upon and shall inure to the benefit of Agent and Companies and theirrespective successors and assigns, except that Companies may not assign ortransfer any of their rights or obligations hereunder without the prior writtenconsent of Agent.

 

**7.06****                        Counterparts**.  This Amendment may be executed in one ormore counterparts, each of which when so executed shall be deemed to be anoriginal, but all of which when taken together shall constitute one and thesame instrument.

 

**7.07****                        Effectof Waiver**.  No consent orwaiver, express or implied, by Agent to or for any breach of or deviation fromany covenant or condition by Companies shall be deemed a consent to or waiverof any other breach of the same or any other covenant, condition or duty.

 

**7.08****                        Headings**.  The headings, captions, and arrangementsused in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

 

**7.09****                        ApplicableLaw**.  THIS AMENDMENT AND ALLOTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADEAND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK.

 

**7.10****                        FinalAgreement**.  THE AGREEMENT ANDTHE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIREEXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATETHIS AMENDMENT IS EXECUTED.  THEAGREEMENT AND THE OTHER LOAN

 

10

----

 

DOCUMENTS, AS AMENDEDHEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  NO MODIFICATION, RESCISSION, WAIVER, RELEASEOR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY AWRITTEN AGREEMENT SIGNED BY COMPANIES AND AGENT.

 

**7.11****                        Releaseby the Companies**. THE COMPANIES HEREBY ACKNOWLEDGE THAT THEY HAVE NODEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND ORNATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PARTOF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF ORDAMAGES OF ANY KIND OR NATURE FROM AGENT. THE COMPANIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVERDISCHARGE AGENT, THE OTHER LENDERS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS,EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROMALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED ORUNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, ATLAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THISAMENDMENT IS EXECUTED, WHICH THE COMPANIES MAY NOW OR HEREAFTER HAVE AGAINSTTHE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISEOUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, ANDARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THEHIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDERTHE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OFTHIS AMENDMENT.

 

**7.12****                        Releaseby the Guarantors**.  EachGuarantor hereby consents to the terms of this Amendment, confirms and ratifiesthe terms of the Guaranty executed by such Guarantor, acknowledges that suchGuaranty is in full force and effect and ratifies the same, and acknowledgesthat such Guarantor has no defense, counterclaim, set-off or any other claim todiminish such Guarantor’s liability under such document. THE GUARANTORS EACHHEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE RELEASED PARTIES,FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED ORUNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, ATLAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THISAMENDMENT IS EXECUTED, WHICH THE GUARANTORS MAY NOW OR HEREAFTER HAVE AGAINSTTHE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISEOUT OF CONTRACT, TORT, VIOLATION OF

 

11

----

 

LAW ORREGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUTLIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING ORRECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THEEXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER CREDITDOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

 

***[TheRemainder of this Page Intentionally Left Blank]***

 

12

----

 

IN WITNESS WHEREOF, this Amendment has been executedand is effective as of the date first above-written.

 

**COMPANIES:**

** **

**LONE STAR TECHNOLOGIES, INC.FINTUBE TECHNOLOGIES, INC.LONE STAR STEEL COMPANYLONE STAR LOGISTICS, INC.STAR TUBULAR SERVICES, INC.,**formerly known as T&N LONE STARWAREHOUSE CO.**TEXAS & NORTHERN RAILWAY COMPANYFINTUBE CANADA, INC.STAR CAPITAL FUNDING, INC.**

 

 
| By:    | /s/ Robert F. Spears                               |   |
|--------|----------------------------------------------------|--------|
| Name:  | Robert F. Spears                                   |
| Title: | Vice President of each of the  foregoing companies |
|        |                                                    |        |  |

 

**BELLVILLE TUBE COMPANY, L.P.**as successor in interest by conversion toBellville Tube Corporation

 
| By:    | Bellville Tube General, LLC,  its general partner |
|--------|---------------------------------------------------|
|   |                                              |
|   | By:                                               | /s/ Robert F. Spears |   |
|   | Name:                                             | Robert F. Spears |
|   | Title:                                            | Vice President |
|        |                                                   |  |  |  |

 

**WHEELING MACHINE PRODUCTS, L.P.,**as successor in interest by conversion to Wheeling Machine Products, Inc.,formerly known as Wheeling Acquisition Corporation and Star TubularTechnologies (Houston), Inc.

 
| By:    | Wheeling Machine Products General, LLC,  its general partner |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   | By:                                                          | /s/ Robert F. Spears |   |
|   | Name:                                                        | Robert F. Spears |
|   | Title:                                                       | Vice President |
|        |                                                              |  |  |  |

 

----

 

**DELTATUBULAR PROCESSING, L.P.**as successor in interest by conversion toDelta Tubular Processing, Inc., formerly known as Lone Star Acquisition, Inc.

 
| By:    | Delta Tubular Processing General, LLC,  its general partner |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   | By:                                                         | /s/ Robert F. Spears |   |
|   | Name:                                                       | Robert F. Spears |
|   | Title:                                                      | Vice President |
|        |                                                             |  |  |  |

 

**DELTATUBULAR INTERNATIONAL, L.P.**as successor in interest by conversion toDelta Tubular International, Inc., formerly known as Star TubularInternational. Inc,

 
| By:    | Delta Tubular International General, LLC,  its general partner |
|--------|----------------------------------------------------------------|
|   |                                                           |
|   | By:                                                            | /s/ Robert F. Spears |   |
|   | Name:                                                          | Robert F. Spears |
|   | Title:                                                         | Vice President |
|        |                                                                |  |  |  |

 

 

**GUARANTORS:**

 

**ENVIRONMENTAL HOLDINGS, INC.ZINKLAHOMA, INC.LONE STAR STEEL INTERNATIONAL, INC.LONE STAR STEEL SALES COMPANYROTAC, INC.LONE STAR ST HOLDINGS, INC.STAR TUBULAR TECHNOLOGIES, INC.STAR TUBULAR TECHNOLOGIES (YOUNGSTOWN), INC**

 

 
| By:    | /s/ Robert F. Spears                               |   |
|--------|----------------------------------------------------|--------|
| Name:  | Robert F. Spears                                   |
| Title: | Vice President of each of the  foregoing companies |
|        |                                                    |        |  |

 

----

 

**BELLVILLE TUBE GENERAL, LLCLONE STAR NEVADA HOLDINGS, LLC,**formerly known as Belleville Tube Limited, LLC**WHEELINGMACHINE PRODUCTS GENERAL, LLCDELTA TUBULAR PROCESSING GENERAL, LLCDELTA TUBULAR INTERNATIONAL GENERAL, LLC,**

 

 
| By:    | /s/ Robert F. Spears                                                 |   |
|--------|----------------------------------------------------------------------|--------|
| Name:  | Robert F. Spears                                                     |
| Title: | Vice President of each of the  foregoing limited liability companies |
|        |                                                                      |        |  |

 

**NEWGUARANTOR**:

 

**STARENERGY GROUP, LLC**

 

 
| By:    | /s/ Robert F. Spears |   |
|--------|----------------------|--------|
| Name:  | Robert F. Spears     |
| Title: | Vice President       |
|        |                      |        |  |

 

**LENDERS:**

 

**THE CIT GROUP/BUSINESS CREDIT, INC.**as Agent and Lender

 

 
| By:    | /s/ Mark Porter |   |
|--------|-----------------|--------|
| Name:  | Mark Porter     |
| Title: | Vice President  |
|        |                 |        |  |

 

Revolving Loan Commitment:  $40,000,000.00

 

 

**WELLSFARGO FOOTHILL, INC.,**formerlyknown as Foothill Capital Corporationas Lender

 

 
| By:    | /s/ Lan Wong   |   |
|--------|----------------|--------|
| Name:  | Lan Wong       |
| Title: | Vice President |
|        |                |        |  |  |

 

Revolving Loan Commitment:  $30,000,000.00

 

----

 

**LASALLE BANK NATIONAL ASSOCIATION**as Lender

 
| By:    | /s/ June  Courtney     |   |
|--------|------------------------|--------|
| Name:  | June Courtney          |
| Title: | Senior Vice  President |
|        |                        |        |  |  |

 

Revolving Loan Commitment:  $25,000,000.00

 

 

**CONGRESSFINANCIAL CORPORATION (SOUTHWEST)**as Lender

 
| By:    | /s/ Joe T. Curdy |   |
|--------|------------------|--------|
| Name:  | Joe T. Curdy     |
| Title: | Vice President   |
|        |                  |        |  |  |

 

Revolving Loan Commitment:  $30,000,000.00

 

----

 

**EXHIBITA**

to

**SEVENTHAMENDED AND RESTATED FINANCING AGREEMENT**

 

**Additionto Schedule 1**

 

None

 

**Additionto Schedule 7(l)**

 

Exact Name of Obligor:

Star Energy Group, LLC

 

 

State of Incorporation:

Delaware

 

 

Federal Tax I.D. No.:

20-0307551

 

 

Chief Executive Office(s):

15660 Dallas Parkway, Suite 500

Dallas, Texas 75248

 

 

Tradenames:

None

 

 

Prior Names:

None

 

 

Charter No.:

DE3707019 (Filing Number)

 

----

 

**Additionto Schedule 7(14)(f)**

 

Locations of Owned Real Property:

 

None

 

Locations of Leased Real Property:

 

333 N. Sam Houston Parkway, Suite 405/406

Houston, TX 77060

 

 

**Additionsto Schedule 7(14)(g)**

 

None

 

**Additionsto Schedule 7(14)(l)**

 

None

 

**Additionsto Schedule 7(14)(o)**

 

Subsidiaries of Lone Star Technologies, Inc.:

 

Star Energy Group, LLC

 

**Additionsto Schedule 7(14)(p)**

 

None

 

----