**EXHIBIT10.33**

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** **

**SIXTH AMENDMENTTO AMENDED AND RESTATED FINANCING AGREEMENT**

 

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED FINANCINGAGREEMENT (this “Amendment”) is made and entered into effective as ofAugust 29, 2003, by and among THE CIT GROUP/BUSINESS CREDIT, INC. a New Yorkcorporation (hereinafter “CITBC”), in its individual capacity and asAgent (hereinafter the “Agent”) for itself and the Lenders hereafternamed, WELLS FARGO FOOTHILL ,INC.,****aCalifornia corporation formerly knownas Foothill Capital Corporation (“FCC”), CONGRESS FINANCIALCORPORATION (SOUTHWEST), a Texas corporation (“CFC”), LASALLE BANKNATIONAL ASSOCIATION, a national banking association (“LaSalle”), andany other party hereafter becoming a Lender pursuant to Section 13 of the Agreement(as hereinafter defined), each individually sometimes referred to as a “Lender”and collectively the “Lenders”), LONE STAR TECHNOLOGIES, INC., aDelaware corporation (herein “Parent”), LONE STAR STEEL COMPANY, aDelaware corporation (herein “LSSC”), FINTUBE TECHNOLOGIES, INC., anOklahoma corporation (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 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 Delaware corporation(“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”), and STAR TUBULARTECHNOLOGIES, INC., a Delaware corporation (“STT”) (herein EHI,Zinklahoma, Steel International, Steel Sales, Rotac, ST Holdings, BTG, NevadaHoldings and STT each individually as “Guarantor” and collectively asthe “Guarantors”), WHEELING MACHINE PRODUCTS GENERAL, LLC, a Nevadalimited liability company (“Wheeling General”),   DELTA TUBULAR PROCESSING GENERAL, LLC, aNevada limited liability company

 

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(“Delta ProcessingGeneral”), DELTA TUBULAR INTERNATIONAL GENERAL, LLC, a Nevada limitedliability company (“Delta International General”) and STAR TUBULARTECHOLOGIES (YOUNGSTOWN), INC., an Ohio corporation (“STT Ohio”) (hereinWheeling General, Delta Processing General, Delta International General and STTOhio each individually a “New Guarantor” and collectively, the “NewGuarantors”).

 

**RECITALS:**

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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 the guaranties ofthe Guarantors (other than BTG, BTL and STT) pursuant to that certain Guarantydated as of October 8, 2001 executed by the Guarantors (other than BTG, BTL andSTT), the guaranties of BTG and BTL pursuant to that certain Guaranty dated asof December 31, 2001 executed by BTG and BTL, and the guarantee of STT pursuantto that certain Guaranty dated as of September 30, 2002 executed by STT(collectively, the “Guaranties”);

 

C.                                     WHEREAS,to secure, in part, the Obligations (as defined in the Agreement), (i) 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 add each of the New Guarantors as a Guarantor and Obligor under theLoan Agreement;

 

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:

 

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**AGREEMENT:**

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**ARTICLE I**

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**DEFINITIONS**

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

 

**ARTICLE II**

 

**AMENDMENTS TO AGREEMENT**

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

 

**2.01****                       Amendmentand Replacement of Wheeling MachineProducts, Inc. **Effectiveas of the date of execution of this Amendment, the reference to “WheelingMachine Products, Inc, a Texas corporation formerly known as WheelingAcquisition Corporation and Star Tubular Technologies (Houston), Inc. **(“Wheeling**”)”in the preamble to theAgreement is hereby deleted and replaced with “Wheeling Machine Products, L.P.,a Texas limited partnership, successor in interest by conversion to WheelingMachine Products, Inc., formerly known as Wheeling Acquisition Corporation andStar Tubular Technologies (Houston), Inc. (“**Wheeling**”)”.

 

**2.02****                      ****Amendmentand Replacement of Delta Lone StarAcquisition, Inc. and the Definition Delta. **Effective as of the date of execution ofthis Amendment, (i) the reference to “Delta Lone Star Acquisition, Inc, a Texascorporation (“**Delta**”)” in the preamble to the Agreement is herebydeleted and replaced with “Delta Tubular Processing, L.P., a Texas limitedpartnership, successor in interest by conversion to Delta Tubular Processing,Inc., formerly known as Delta Lone Star Acquisition, Inc. (“**Delta Processing**”)”, and (ii) allreferences to the term “Delta” in the Agreement shall be deleted and replacedwith the term “Delta Processing”.

 

**2.03****                      ****Amendmentand Replacement of Star TubularInternational, Inc. and the Definition Star International. **Effective as of the date of execution ofthis Amendment, (i) the reference to “Star Tubular International, Inc., a Texascorporation (“**Star International**”)” in the preamble to the Agreement ishereby deleted and replaced with “Delta Tubular International, L.P., a Texaslimited partnership, successor in interest by conversion to Delta TubularInternational, Inc., formerly known as Star Tubular International. Inc,. aTexas corporation**(“Delta International”)”**,and (ii) all references to the term “Star International” in the Agreement shallbe deleted and replaced with the term “Delta International”.

 

**2.04****                      ****Amendmentand Replacement of Lone Star NevadaHoldings, LLC. **Effectiveas of the date of execution of this Amendment, (i) the reference to “BellvilleTube Limited, LLC, a Nevada limited liability company **(“BTL**”)”in the preamble to theAgreement is hereby deleted and

 

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replaced with“Lone Star Nevada Holdings, LLC, a Nevada limited liability company, formerlyknown as Bellville Tube Limited, LLC (“**NevadaHoldings**”)”, and (ii) all references to the terms Bellville TubeLimited, LLC or BTL in the Agreement and in the other Loan Documents shall bedeleted and replaced with the terms Lone Star Nevada Holdings, LLC and NevadaHoldings, respectively.

 

**2.05****                       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 Agreementshall be amended to include Nevada Holdings, Wheeling General, Delta ProcessingGeneral, Delta International General and STT Ohio.

 

**2.06**                        **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 each of theNew Guarantors, such additions to such Schedules being described on Exhibit Aattached hereto.

 

**ARTICLE III**

 

**ASSUMPTION OF OBLIGATIONS ANDGRANT OF LIENS**

 

**3.01****                       Assumptionof Obligations**.** **EffectiveAugust 29, 2003, (a) Wheeling converted from a Texas corporation to a Texaslimited partnership and changed its name to Wheeling Machine Products, L.P.,(b) Delta Processing converted from a Texas corporation to a Texas limitedpartnership and changed its name to Delta Tubular Processing, L.P., and (c)Delta International converted from a Texas corporation to a Texas limitedpartnership and changed its name to Delta Tubular International, L.P(collectively, the “Conversions”). Wheeling, Delta Processing and Delta International hereby acknowledgeand agree that as a result of the Conversions, by operation of law, Wheeling isliable for all Obligations of Wheeling Machine Products, Inc., Delta Processingis liable for all Obligations of Delta Tubular Processing, Inc., and DeltaInternational is liable for all Obligations of Delta Tubular International,Inc.  Wheeling, Delta Processing andDelta International hereby assume, as of August 29, 2003, all Obligations ofWheeling Machine Products, Inc.,  DeltaTubular Processing, Inc. and Delta Tubular International, Inc., respectively,and all Obligations incurred thereafter (including, without limitation, theindebtedness and obligations under the Agreement and the other Loan Documents).

 

**3.02****                       Ratificationand Grant of Lien**. Wheeling, Delta Processing and Delta Internationalhereby acknowledge and agree that as a result of the Conversions, by operationof law, (a) Wheeling became the owner of all the assets of Wheeling MachineProducts, Inc., (b) Delta Processing became the owner of all the assets ofDelta Tubular Processing, Inc., and (c) Delta International became the owner of all the assets of Delta TubularInternational, Inc., each as of August 29, 2003. Wheeling, Delta Processing andDelta International also acknowledge and agree that such assets were previouslypledged as Collateral under the Agreement and that after the Conversions, byoperation of law, such assets remained Collateral under the Agreement andsubject to the lien granted thereunder to Agent on behalf of the Lenders.Wheeling, Delta Processing and Delta International each hereby grants to Agentfor the benefit of the Lenders a security interest in all

 

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Collateral now orhereafter owned by each such Company pursuant to the terms and provisions ofSection 6 of the Agreement and each acknowledges and agrees that the securityinterest granted hereunder in any assets previously owned by their respectivepredecessors in interest by conversion is a renewal and continuation of thesecurity interest in such assets previously granted under the Agreement.

 

**3.03****                       Assumptionof Obligations and Duties Under the Agreement**. Wheeling, DeltaProcessing and Delta International each hereby (a) reaffirms allrepresentations and warranties made by their respective predecessors ininterest by conversion under the Agreement and the other Loan Documents towhich each was a party, (b) assumes all covenants, obligations and duties oftheir respective predecessors in interest by conversion under the Agreement andthe other Loan Documents to which each was a party, and (c) agrees to be boundby the terms and provisions of the Agreement as a Company and Obligorthereunder and to be bound by the terms and provisions of the other LoanDocuments to which their respective predecessors in interest by conversion wasa party to the same extent and with the same force and effect as if Wheeling,Delta Processing and Delta International had been named in each of the LoanDocuments.

 

**3.04****                       Assumptionof Obligations and Grant of Lien by BTG and BTL**.  Effective as of the date of this Amendment,the New Guarantors each agrees (i) to be a Guarantor and Obligor under theAgreement and under that certain Subordination Agreement datedOctober 8, 2001 executed by the Companies and the Guarantors for thebenefit of Agent and the other Lenders (the “Subordination Agreement”),(ii) to be bound by the terms and provisions of the Agreement as a Guarantorand Obligor thereunder and to be bound by the terms of the SubordinationAgreement as a Guarantor and Obligor thereunder to the same extent and with thesame force and effect as if the new Obligors had been originally named as aparty in each of such documents, (iii) to assume all covenants, agreements andduties as a Guarantor and Obligor under the Agreement and as a Guarantor andObligor under the Subordination Agreement. The New Guarantors also hereby grantto Agent for the benefit of the Lenders a security interest in all Collateralnow or hereafter owned by the New Guarantors pursuant to the terms of Section 6of the Agreement.  The New Guarantorsalso agree to execute and deliver to CIT concurrently with the executionhereof, a guaranty agreement (in form and substance satisfactory to Agent)guaranteeing the prompt payment and performance of all of the Companies’Obligations.

 

 

**ARTICLE IV**

 

**CONDITIONS PRECEDENT**

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**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:

 

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

 

(ii)                                  Certifiedcopies of the resolutions of the Board of Directors or Executive Committee ofeach of the Companies, the Guarantors and the New Guarantors, authorizing theexecution, delivery and performance of this Amendment and any and all otherLoan Documents executed by any of the Companies, the Guarantors or the NewGuarantors in connection therewith, along with a certificate of incumbencycertified by the secretary of each of the New Guarantors, and, if there hasbeen any change from the most recent incumbency certificates delivered by anyof the Companies or the Guarantors a certificate of incumbency certified by thesecretary of each of the Companies and each of the Guarantors, with specimensignatures of the officers of the Companies, the Guarantors and the NewGuarantors who are authorized to sign such documents, all in form and substancesatisfactory to the Agent;

 

(iii)                               PledgeAmendment duly signed by the Parent pledging all of its ownership interest inthe New Guarantors;

 

(iv)                              PledgeAgreements duly signed the New Guarantors pledging all of their respectivegeneral partnership interest in Wheeling, Delta Processing and DeltaInternational;

 

(v)                                 PledgeAmendment duly singed by Nevada Holdings pledging all of its limitedpartnership interests in Wheeling, Delta Processing and Delta International;

 

(vi)                              PledgeAgreement duly signed by STT pledging all of its ownership interest in STTOhio, together with stock powers duly signed in blank and the original stockcertificate evidencing STT’s ownership in the STT Ohio;

 

(vii)                           AGuaranty duly signed by the New Guarantors;

 

(viii)                        Opinionfrom Fulbright & Jaworski L.L.P. opining, in form and substancesatisfactory to Agent, which shall cover such matters incident to thetransactions contemplated by this Amendment as Agent may reasonably require andthe Companies, the Guarantors and the New Companies hereby authorize and directsuch counsel to deliver such opinions to Agent;

 

(ix)                                Evidencesatisfactory to the Agent that casualty insurance policies of all Companies (aschanged in connection with the Conversions) and Guarantors listing Agent asloss payee or additional insured, as the case may be, have been amended tocover the New Guarantors as well as

 

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all Companies andall Guarantors, and are in full force and effect, in form and substancesatisfactory to Agent; and

 

(x)                                   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.

 

**ARTICLE VNO WAIVER**

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**ARTICLE VLimited Waiver**

 

**5.01****                       LimitedWaiver.**  Pursuant to the requestof the Obligors, the Agent and the Lenders hereby waive the thirty (30) daysprior written notice provision for the Conversions required under Paragraph 7.09(e)of Section 7 of the Agreement, such waiver being subject to thesatisfaction of the conditions precedent in Article IV of this Amendment and tothe other terms, conditions and provisions of this Amendment.  There are no other waivers granted by theAgent and the Lenders relating to the Agreement except the waiver specificallyset forth in this Section 5.01 and the above waiver is effective only inthe specific instances and for the purposes for which given.

 

**5.02**                        **No OtherWaivers.**  Except asotherwise specifically provided for in this Amendment, nothing contained hereinshall be construed as a waiver by Agent of any covenant or provision of theAgreement, the other Loan Documents, this Amendment or any other contract orinstrument between the Obligors and Agent, and the failure of Agent at any timeor times hereafter to require strict performance by the Obligors of anyprovision thereof shall not waive, affect or diminish any right of Agent tothereafter demand strict compliance therewith. Agent hereby reserves all rightsgranted under the Agreement, the other Loan Documents, this Amendment, and anyother contract or instrument between the Obligors and Agent.

 

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**ARTICLE VIRATIFICATIONS, REPRESENTATIONS AND WARRANTIES**

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**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 or ExecutiveCommittee (or the general partner of the applicable limited partnership) or themembers or the Board of Managers of the applicable limited liability companyhas authorized the execution, delivery and performance of this Amendment andany and all other Loan Documents executed and/or delivered in connectionherewith; (c) the representations and warranties contained in the Agreement, asamended hereby, and any other Loan Document are true and correct on and as ofthe date hereof and on and as of the date of execution hereof as though made onand as of each such date; (d) no Default or Event of Default under theAgreement, as amended hereby, has occurred and is continuing, unless suchDefault or Event of Default has been specifically waived in writing by Agent;(e) the Companies and the Guarantors are in full compliance with all covenantsand agreements contained in the Agreement and the other Loan Documents, asamended hereby; and (f) the Companies and the Guarantors have not amended theirArticles (or Certificates) of Incorporation or their Bylaws or similarorganizational documents since the date of the Agreement, except as otherwisedisclosed to Agent.

 

**ARTICLE VII**

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**MISCELLANEOUS PROVISIONS**

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**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.

 

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**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 legal counsel.

 

**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

 

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DOCUMENTS, ASAMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUSOR SUBSEQUENT 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 RELEASEDPARTIES, 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

 

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LAW ORREGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUTLIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVINGINTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANYRIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER CREDIT DOCUMENTS, ANDNEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

 

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

 

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IN WITNESSWHEREOF, this Amendment has been executed and is effective as of the date firstabove-written.

 

**COMPANIES:**

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**LONE STAR TECHNOLOGIES, INC.FINTUBE TECHNOLOGIES, INC.LONE STAR STEEL COMPANYLONE STAR LOGISTICS, INC.STAR TUBULAR SERVICES, INC.,**formerly known asT&N LONE STAR WAREHOUSE 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 |

 

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**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.**

 
| 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

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

 

**NEWGUARANTORS**:

 

**WHEELING MACHINE PRODUCTS GENERAL,LLCDELTA TUBULAR PROCESSING GENERAL, LLCDELTA TUBULAR INTERNATIONAL GENERAL, LLC****STARTUBULAR TECHNOLOGIES (YOUNGSTOWN), INC.**

 

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

 

**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: | Assistant Vice  President |         |

 

Revolving Loan Commitment:  $25,000,000.00

 

----

 

**LASALLENATIONAL BANK**as Lender

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

 

Revolving Loan Commitment:  $10,000,000.00

 

 

**CONGRESSFINANCIAL CORPORATION (SOUTHWEST)**as Lender

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

 

Revolving Loan Commitment:  $25,000,000.00

 

----

 

**EXHIBITA**to**SIXTH AMENDED AND RESTATED FINANCINGAGREEMENT**

 

**Additionto Schedule 1**

 
| **Debtor** |   | **Secured  Party** |   | **Financing  Statement #** |   | **Date of  Filing** |   | **Collateral** |   |
|------------|--------|--------------------|--------|----------------------------|--------|---------------------|--------|----------------|--------|
| None       |   |               |   |                       |   |                |   |           |   |

 

**Additionto Schedule 7(l)**

 

Exact Name of Obligors:

 
| **Name of Entity**                         |   | **State of Incorporation** |
|--------------------------------------------|--------|----------------------------|
| Wheeling Machine  Products  General, LLC   |   | Nevada                     |
| Delta Tubular  Processing General,  LLC    |   | Nevada                     |
| Delta Tubular  International  General, LLC |   | Nevada                     |

 

Federal Tax I.D. No.:

 
| **Name of Entity**                         |   | **Federal Tax I.D. No.** |
|--------------------------------------------|--------|--------------------------|
| Wheeling Machine  Products  General, LLC   |   | Applied For              |
| Delta Tubular  Processing General,  LLC    |   | Applied For              |
| Delta Tubular  International  General, LLC |   | Applied For              |

 

Chief Executive Office(s):

 

Wheeling Machine Products General, LLC

15660 Dallas Parkway, Suite 500

Dallas, Texas 75248

 

Delta Tubular Processing General, LLC

15660 Dallas Parkway, Suite 500

Dallas, Texas 75248

 

----

 

Delta Tubular International General, LLC 

15660 Dallas Parkway, Suite 500

Dallas, Texas 75248

 

 

Tradenames:

 

None

 

Prior Names:

 
| **Name of Entity**                         |   | **Prior Name** |
|--------------------------------------------|--------|----------------|
| Wheeling Machine  Products  General, LLC   |   | None           |
| Delta Tubular  Processing General,  LLC    |   | None           |
| Delta Tubular  International  General, LLC |   | None           |

 

Charter No.:

 
| **Name of Entity**                         |   | **Charter No.**                 |
|--------------------------------------------|--------|---------------------------------|
| Wheeling Machine  Products  General, LLC   |   | LLC12883-2003  (Filing  Number) |
| Delta Tubular  Processing General,  LLC    |   | LLC12843-2003  (Filing  Number) |
| Delta Tubular  International  General, LLC |   | LLC12884-2003  (Filing  Number) |

 

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

 

Locations of Owned Real Property:

 

None

 

Locations of Leased Real Property:

 

15660 North Dallas Parkway, Suite 500

Dallas, Texas 75248

 

----

 

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

 

None

 

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

 

None

 

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

 

Subsidiaries of Lone Star Technologies, Inc.:

 

Bellville Tube General LLC

Environmental Holdings, Inc.

Lone Star Steel Company

Lone Star ST Holdings, Inc.

Star Tubular Technologies, Inc.

Star Capital Funding, Inc.

Star Tubular Technologies, Inc.

Wheeling Machine Products General, LLC

Delta Tubular Processing General, LLC

Delta Tubular International General, LLC

 

 

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

 

None

 

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