**Exhibit 10.21**

**NINTHAMENDMENTTO AMENDED AND RESTATED FINANCING AGREEMENT**

THIS NINTHAMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”)is made and entered into effective as of December 31, 2005, by and among THECIT GROUP/BUSINESS CREDIT, INC. a New York corporation (hereinafter “CITBC”),in its individual capacity and as Agent (hereinafter the “Agent”) foritself and the Lenders hereafter named, WELLSFARGO FOOTHILL, INC.,****a Californiacorporation formerly known as FoothillCapital Corporation (“FCC”), WACHOVIA BANK, NATIONAL ASSOCIATION,a national banking association and successor by merger to Congress FinancialCorporation (Southwest) (“Wachovia”), LASALLE BANK NATIONAL ASSOCIATION,a national banking association (“LaSalle”), and any other partyhereafter becoming a Lender pursuant to Section 13 of the Agreement (ashereinafter 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 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, L.P., a Delaware limited partnership, successorin interest by conversion to Lone Star Steel International, Inc. (“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 

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INTERNATIONAL GENERAL, LLC, a Nevada limited liability company (“DeltaInternational General”), STAR TUBULAR TECHOLOGIES (YOUNGSTOWN), INC., anOhio corporation (“STT Ohio”), STAR ENERGY GROUP, LLC, a Delawarelimited liability company (“SEG”) and LONE STAR STEEL MEXICO, LLC, aTexas limited liability company (“LSSM”) (herein EHI, Zinklahoma, SteelInternational, Steel Sales, Rotac, ST Holdings, BTG, Nevada Holdings, STT,Wheeling General, Delta Processing General, Delta International General, STTOhio, SEG and LSSM, each individually as “Guarantor” and collectively asthe “Guarantors”) and LONE STAR STEEL INTERNATIONAL LIMITED, LLC, aNevada limited liability company (“Steel International Limited”) andLONE STAR STEEL INTERNATIONAL GENERAL LLC, a Nevada limited liability company (“SteelInternational General”) (herein Steel International Limited and SteelInternational General, each individually as “New Guarantor” andcollectively as the “New Guarantors”).

**RECITALS:**

A.            WHEREAS, pursuant to the terms andsubject to the conditions of that certain Amended and Restated FinancingAgreement dated as of October 8, 2001 between the Agent, the Companies and theGuarantors (such Amended and Restated Financing Agreement, as the same ishereby amended and may hereafter be amended from time to time, beinghereinafter referred to as the “Agreement”), the Companies were granteda $125,000,000 revolving line of credit which included a letter of creditfacility;

B.            WHEREAS, payment of the Obligationsof the Companies is supported by (a) the guaranties of EHI, Zinklahoma, SteelInternational, Steel Sales, Rotac and ST Holdings pursuant to that certainGuaranty dated as of October 8, 2001 executed by the EHI, Zinklahoma, SteelInternational, Steel Sales, Rotac and ST Holdings, (b) the guaranties of BTGand Nevada Holdings pursuant to that certain Guaranty dated as of December 31,2001 executed by BTG and Nevada Holdings, (c) the guarantee of STT pursuant tothat certain Guaranty dated as of September 30, 2002 executed by STT, (d) theguarantee of Wheeling General, Delta Processing General, Delta InternationalGeneral and STT Ohio pursuant to that certain Guaranty datedAugust 29, 2003, (e) the guarantee of SEG pursuant to thatcertain Guaranty dated December 16, 2003, and (f) the guarantee ofLSSM pursuant to that certain Guaranty dated August 23, 2004  (collectively, the “Guaranties”);

C.            WHEREAS, to secure,in part, the Obligations (as defined in the Agreement), the Companies and theGuarantors have heretofore executed in favor of the Agent certain LoanDocuments (as defined in the Agreement), including, without limitation, theGuaranties, which Loan Documents shall continue in full force and effect uponthe execution of this Amendment, all of the Loan Documents to continue tosecure the payment by the Companies of the Obligations, all as more fully setforth therein and herein;

D.            WHEREAS, in furtherance of theforegoing and to evidence the agreements of the parties hereto in relationthereto the parties hereto desire to amend the Agreement as hereinafterprovided;

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NOW, THEREFORE, inconsideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties, intending to be legally bound, agree as follows:

**AGREEMENT:**

**ARTICLE IDEFINITIONS**

**1.01       **Capitalized terms used in this Amendment are definedin the Agreement, as amended hereby, unless otherwise stated.

**ARTICLE IIAMENDMENTS TO AGREEMENT**

Effective as ofthe respective date herein indicated, the Agreement is hereby amended asfollows:

 

**2.01        Amendment and Replacement of LoneStar Steel International, Inc. **Effective as of the date of execution ofthis Amendment, the reference to “Lone Star Steel International, Inc, aDelaware corporation **(“Steel International**”)”in the preamble to the Agreement is hereby deleted and replaced with “Lone StarSteel International, L.P., a Delaware limited partnership, successor ininterest by conversion to Lone Star Steel International, Inc. (“**Steel International**”)”.

 

**2.02       ****Amendment of Definition of “Guarantor” and “Guarantors”****. **Effectiveas of the date of execution of this Amendment, the references to “Guarantor”and “Guarantors” in the preamble to the Agreement shall be amended to includeSteel International, Steel International Limited and Steel InternationalGeneral.

 

**2.03**        **Amendment of Paragraph 7.11**.  Effective as of the date of execution of thisAmendment, Paragraph 7.11 of Section 7 of the Agreement is hereby amended inits entirety to read as follows:

 

“Without the priorwritten consent of the Agent, the Obligors will not contract for amounts dueand payable pursuant to all Capital Lease and contract for purchase, otherwiseincur obligations with respect to Capital Expenditures (whether subject to asecurity interest or otherwise) during any period below in the aggregate amountin excess of the amount set forth for such period:  (a) $26,000,000 for the Fiscal Year endingDecember 31, 2005, and (b) $60,000,000.00 for the Fiscal Year ending December31, 2006, and for each Fiscal Year thereafter.”

 

 

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**2.04**        **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) ofthe Agreement are amended to add to such Schedules the information requestedthereon with respect to each of the New Guarantors, such additions to suchSchedules being described on Exhibit A attached hereto.

 

 

**ARTICLE IIIASSUMPTION OF OBLIGATIONS AND GRANT OF LIENS**

 

**3.01        Assumption of Obligations**.** **Effective December 31, 2005, (a)Steel International converted from a Delaware corporation to a Delaware limitedpartnership and changed its name to Lone Star Steel International, L.P. (the “Conversion”).  Steel International hereby acknowledges andagrees that as a result of the Conversion, by operation of law, SteelInternational is liable for all Obligations of Lone Star Steel International,Inc.  Steel International hereby assumes,as of December 31, 2005, all Obligations of Lone Star Steel International, Inc.and all Obligations incurred thereafter (including, without limitation, theindebtedness and obligations under the Agreement and the other Loan Documents).

 

**3.02        Ratification and Grant of Lien**. Steel International hereby acknowledgesand agrees that as a result of the Conversion, by operation of law, SteelInternational became the owner of all the assets of Lone Star SteelInternational, Inc. as of December 31, 2005. Steel International also acknowledges and agrees that such assets werepreviously pledged as Collateral under the Agreement and that after theConversion, by operation of law, such assets remained Collateral under theAgreement and subject to the lien granted thereunder to Agent on behalf of theLenders. Steel International hereby grants to Agent for the benefit of theLenders a security interest in all Collateral now or hereafter owned by SteelInternational pursuant to the terms and provisions of Section 6 of theAgreement and acknowledges and agrees that the security interest grantedhereunder in any assets previously owned by its predecessor in interest byconversion is a renewal and continuation of the security interest in suchassets previously granted under the Agreement.

 

**3.03        Assumption of Obligations and DutiesUnder the Agreement**. Steel International hereby (a) reaffirms all representations andwarranties made by its predecessor in interest by conversion under theAgreement and the other Loan Documents to which it was a party, (b) assumes allcovenants, obligations and duties of its predecessor in interest by conversionunder the Agreement and the other Loan Documents to which it was a party, and(c) agrees to be bound by the terms and provisions of the Agreement as aGuarantor and Obligor thereunder and to be bound by the terms and provisions ofthe other Loan Documents to which its predecessor in interest by conversion wasa party to the same extent and with the same force and effect as if SteelInternational had been named in each of the Loan Documents.

 

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**3.04        Assumption of Obligations and Grantof Lien by****Steel International Limited and Steel InternationalGeneral**.  Effective as of the date of this Amendment,Steel International Limited and Steel International General each agrees (i) tobe a 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”), (ii) 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 the NewGuarantors had been originally named as a party in each of such documents,(iii) to assume all covenants, agreements and duties as a Guarantor and Obligorunder the Agreement and as a Guarantor and Obligor under the SubordinationAgreement. Steel International Limited and Steel International General alsohereby grant to Agent for the benefit of the Lenders a security interest in allCollateral now or hereafter owned by Steel International Limited and SteelInternational General pursuant to the terms of Section 6 of the Agreement.  Steel International Limited and SteelInternational General also agree to execute and deliver to Agent concurrentlywith the execution hereof, a guaranty agreement (in form and substancesatisfactory to Agent) guaranteeing the prompt payment and performance of allof the Companies’ Obligations.

.

 

**ARTICLE IV**CONDITIONS PRECEDENT

**4.01        Conditions****to Effectiveness**. The effectiveness of this Amendment is subject to the satisfaction ofthe following conditions precedent in a manner satisfactory to Agent, unlessspecifically waived in writing by Agent:

 

(a)           Agent shall havereceived each of the following, each in form and substance satisfactory toAgent, in its sole discretion, and, where applicable, each duly executed byeach party thereto, other than Agent:

(i)            This Amendment, duly executed byCompanies, the Guarantor and the New Guarantors;

 

(ii)           Pledge Agreement duly signed by SteelInternational Limited pledging all of its partnership interests in SteelInternational;

 

(iii)          Pledge Agreement duly signed by SteelInternational General pledging all of its partnership interests in SteelInternational;

 

(iv)          Pledge Amendment duly signed by LSSCpledging all of its membership interests in Steel International Limited andSteel International General;

 

 

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(v)           Pledge Amendment duly signed by FTIpledging 65% of its ownership interests in Fintube (Thailand) Limited, togetherwith (1) stock powers duly signed in blank and the original stock certificateevidencing FTI’s ownership in Fintube (Thailand) Limited, and (2) evidence ofrecordation of the pledge of 65% of the ownership interests in Fintube (Thailand)Limited in the register of shareholders for Fintube (Thailand) Limited;

 

(vi)          A Guaranty duly signed by the NewGuarantors;

 

(vii)         Opinion from Fulbright & JaworskiL.L.P. opining, in form and substance satisfactory to Agent, which shall coversuch matters incident to the transactions contemplated by this Amendment asAgent may reasonably require and the Companies, the Guarantors and LSSM herebyauthorize and direct such counsel to deliver such opinions to Agent;

 

(viii)        Certified copies of the resolutions ofthe Board of Directors, Board of Managers or Executive Committee of each of theCompanies, the Guarantors and the New Guarantors, authorizing the execution,delivery and performance of this Amendment and any and all other Loan Documentsexecuted by any of the Companies, the Guarantors or the New Guarantors inconnection therewith, along with certificates of incumbency certified by thesecretary of the New Guarantors, 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 the New Guarantors who areauthorized to sign such documents, all in form and substance satisfactory tothe Agent;

 

(ix)           Evidence satisfactory to the Agentthat casualty insurance policies of all Companies and Guarantors listing Agentas loss payee or additional insured, as the case may be, have been amended tocover the New Guarantors as well as all Companies and all Guarantors, and arein full force and effect, in form and substance satisfactory to Agent; and

 

(x)            All other documents Agent mayrequest with respect to any matter relevant to this Amendment or thetransactions 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 

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such representations and warranties as are by theirexpress terms limited to a specific date.

 

(c)           No Default or Eventof Default shall have occurred and be continuing, unless such Default or Eventof Default has been otherwise specifically waived in writing by Agent.

(d)           All corporateproceedings taken in connection with the transactions contemplated by thisAmendment and all documents, instruments and other legal matters incidentthereto shall be satisfactory to Agent.

**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.

**ARTICLE VIRATIFICATIONS, REPRESENTATIONS AND WARRANTIES**

**6.01        Ratifications.** The terms and provisions set forth in this Amendment shall modify andsupersede all inconsistent terms and provisions set forth in the Agreement andthe other Loan Documents, and, except as expressly modified and superseded bythis Amendment, the terms and provisions of the Agreement and the other LoanDocuments are ratified and confirmed and shall continue in full force andeffect.  The Companies, the Guarantorsand Agent agree that the Agreement and the other Loan Documents, as amendedhereby, shall continue to be legal, valid, binding and enforceable inaccordance with their respective terms.

 

**6.02        Representations and Warranties**. The Companies and the Guarantors herebyrepresent and warrant to Agent that (a) the execution, delivery and performanceof this Amendment and any and all other Loan Documents executed and/ordelivered in connection herewith have been authorized by all requisite corporateor limited partnership or limited liability company action (as applicable) onthe part of the Companies and the Guarantors and will not violate the Articles(or Certificates) of Incorporation or Bylaws of the Companies and theGuarantors that are corporations or the limited partnership agreements orcertificates of limited partnership of the Companies and the Guarantors thatare limited partnerships or the articles of formation/organization, regulationsor limited liability company agreements of the Companies that are limitedliability companies; (b) each of the Company’s and Guarantor’s Board ofDirectors or Executive Committee (or the general partner of the applicablelimited partnership) or the members or the Board of Managers of the applicablelimited liability company has authorized the execution, delivery andperformance of this Amendment and any and all other Loan

 

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Documents executed and/ordelivered in connection herewith; (c) the representations and warrantiescontained in the Agreement, as amended hereby, and any other Loan Document aretrue and correct on and as of the date hereof and on and as of the date ofexecution hereof as though made on and as of each such date; (d) no Default orEvent of Default under the Agreement, as amended hereby, has occurred and iscontinuing, unless such Default or Event of Default has been specificallywaived in writing by Agent; (e) the Companies and the Guarantors are in fullcompliance with all covenants and agreements contained in the Agreement and theother Loan Documents, as amended hereby; and (f) the Companies and theGuarantors have not amended their Articles (or Certificates) of Incorporationor their Bylaws or similar organizational documents since the date of theAgreement, except as otherwise disclosed to Agent.

**ARTICLE VIIMISCELLANEOUS PROVISIONS**

**7.01        Survival of Representations andWarranties**.  All representations and warranties made inthe Agreement or any other Loan Document, including, without limitation, anydocument furnished in connection with this Amendment, shall survive theexecution and delivery of this Amendment and the other Loan Documents, and noinvestigation by Agent or any closing shall affect the representations andwarranties or the right of Agent to rely upon them.

 

**7.02        Reference to Agreement**. Each of the Agreement and the other Loan Documents, and any and allother Loan Documents, documents or instruments now or hereafter executed anddelivered pursuant to the terms hereof or pursuant to the terms of theAgreement, as amended hereby, are hereby amended so that any reference in theAgreement and such other Loan Documents to the Agreement shall mean a referenceto the Agreement, as amended hereby.

 

**7.03        Expenses of Agent**. As provided in the Agreement, Companies agree to pay on demand all costsand expenses incurred by Agent in connection with the preparation, negotiation,and execution of this Amendment and the other Loan Documents executed pursuanthereto and any and all amendments, modifications, and supplements thereto,including, without limitation, the costs and fees of Agent’s legal counsel, andall costs and expenses incurred by Agent in connection with the enforcement orpreservation of any rights under the Agreement, as amended hereby, or any otherLoan Documents, including, without, limitation, the costs and fees of Agent’slegal counsel.

 

**7.04        Severability**. Any provision of this Amendment held by a court of competentjurisdiction to be invalid or unenforceable shall not impair or invalidate theremainder of this Amendment and the effect thereof shall be confined to theprovision so held to be invalid or unenforceable.

 

**7.05        Successors and Assigns**. This Amendment is binding upon and shall inure to the benefit of Agentand Companies and their respective successors and assigns, except thatCompanies may not assign or transfer any of their rights or obligationshereunder without the prior written consent of Agent.

 

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**7.06        Counterparts**. This Amendment may be executed in one or more counterparts, each ofwhich when so executed shall be deemed to be an original, but all of which whentaken together shall constitute one and the same instrument.

 

**7.07        Effect of Waiver**. No consent or waiver, express or implied, by Agent to or for any breachof or deviation from any covenant or condition by Companies shall be deemed aconsent to or waiver of any other breach of the same or any other covenant,condition or duty.

 

**7.08        Headings**. The headings, captions, and arrangements used in this Amendment are forconvenience only and shall not affect the interpretation of this Amendment.

 

**7.09        Applicable Law**. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETOSHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

**7.10        Final Agreement**. THE AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY,REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECTMATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.  THE AGREEMENT AND THE OTHER LOAN DOCUMENTS,AS AMENDED 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        Release by the Companies**. THE COMPANIES HEREBY ACKNOWLEDGE THATTHEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OFANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALLOR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVERELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT.  THE COMPANIES HEREBY VOLUNTARILY ANDKNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT, THE OTHER LENDERS, AND THEIRRESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS(COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS,ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIESWHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED ORUNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY,ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT ISEXECUTED, WHICH THE COMPANIES MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASEDPARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OFCONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR

 

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OTHERWISE, AND ARISINGFROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHESTLAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THEAGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THISAMENDMENT.

 

**7.12        Release by the Guarantors**. Each Guarantor hereby consents to the terms of this Amendment, confirmsand ratifies the terms of the Guaranty executed by such Guarantor, acknowledgesthat such Guaranty is in full force and effect and ratifies the same, andacknowledges that such Guarantor has no defense, counterclaim, set-off or anyother claim to diminish such Guarantor’s liability under such document. THEGUARANTORS EACH HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVERDISCHARGES THE RELEASED PARTIES, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWNOR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR INPART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE GUARANTORS MAYNOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OFWHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF 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]***

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IN WITNESS WHEREOF, thisAmendment has been executed and 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.,**

formerlyknown as T&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 asWheeling Acquisition Corporation and Star Tubular Technologies (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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**DELTA TUBULAR 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 |

**DELTA TUBULAR INTERNATIONAL, L.P.**as successor in interest by conversion toDelta Tubular International, Inc., formerly known as Star Tubular International,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 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           |

 

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**BELLVILLE TUBE GENERAL, LLCWHEELING MACHINE PRODUCTS GENERAL, LLC****DELTA TUBULAR PROCESSING****GENERAL****, LLCDELTA TUBULAR INTERNATIONAL GENERAL, LLC STAR ENERGY GROUP, LLCLONE****STAR STEEL MEXICO, LLC**
| By:    | /s/ Robert F.  Spears                  |
|--------|----------------------------------------|
| Name:  | Robert F. Spears                       |
| Title: | Vice President  of each of the         |
|   | foregoing  limited liability companies |

**LONE STAR NEVADA HOLDINGS,****LLC,**formerly known asBellville Tube Limited, LLC
| By:    | /s/ Richard F.  Klumpp            |
|--------|-----------------------------------|
| Name:  | Richard F.  Klumpp                |
| Title: | Manager,  Treasurer and Secretary |

**LONE STAR STEEL INTERNATIONAL, L.P.**as successor ininterest by conversion toLone Star Steel International, Inc.
| By:    | Lone Star Steel  General, LLC, |
|--------|--------------------------------|
|   | its general  partner           |

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

**NEW GUARANTORS**:

**LONE STAR STEEL INTERNATIONAL LIMITED, LLC**
| By:    | /s/ Garry J.  Hills |
|--------|---------------------|
| Name:  | Garry J. Hills      |
| Title: | Manager             |

 

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**LONE STAR STEEL INTERNATIONAL GENERAL, 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 LoanCommitment:  $40,000,000.00

 

 

**WELLS FARGOFOOTHILL, INC.**

as Lender

 
| By:    | /s/ Michael  Baronowski |
|--------|-------------------------|
| Name:  | Michael  Baronowski     |
| Title: | Vice President          |

 

Revolving LoanCommitment:  $30,000,000.00

 

 

**LASALLEBANK NATIONAL ASSOCIATION**

as Lender

 
| By:    | /s/ Erin M. Frey |
|--------|------------------|
| Name:  | Erin M. Frey     |
| Title: | Vice President   |

 

Revolving LoanCommitment:  $25,000,000.00

 

----

 

**WACHOVIABANK, NATIONAL ASSOCIATION**

as Lender

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

 

Revolving LoanCommitment:  $30,000,000.00

 

----

 

**EXHIBITA**

to

**NINTHAMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT**

 

**Additionto Schedule 1**

 
| None |   |
|------|--------|

 

 

**Additionto Schedule 7(l)**

 

Exact Name of Obligors:

 

| Name of Entity                              | State of  Incorporation |
|---------------------------------------------|-------------------------|
| Lone Star Steel  International, L.P.        | Delaware                |
| Lone Star Steel  International General, LLC | Nevada                  |
| Lone Star Steel  International Limited, LLC | Nevada                  |

 

Federal Tax I.D. No.:

 

| Name of Entity                              | Federal Tax I.D.  No. |
|---------------------------------------------|-----------------------|
| Lone Star Steel  International, L.P.        | 75-2450872            |
| Lone Star Steel  International General, LLC | 20-4124664            |
| Lone Star Steel  International Limited, LLC | 20-4124717            |

 

Chief Executive Office(s):

 
| Lone Star Steel  International, L.P. |
|--------------------------------------|
| 15660 Dallas  Parkway, Suite 500     |
| Dallas, Texas  75248                 |

 
| Lone Star Steel  International General, LLC |
|---------------------------------------------|
| 15660 Dallas  Parkway, Suite 500            |
| Dallas, Texas  75248                        |

 

----

 

 
| Lone Star Steel  International Limited, LLC |
|---------------------------------------------|
| 15660 Dallas Parkway,  Suite 500            |
| Dallas, Texas 75248                         |

 

 

Tradenames:

 

None

 

Prior Names:

 
| Name of Entity                              | Prior Name                           |
|---------------------------------------------|--------------------------------------|
| Lone Star Steel  International, L.P.        | Lone Star Steel  International, Inc. |
| Lone Star Steel  International General, LLC | None                                 |
| Lone Star Steel  International Limited, LLC | None                                 |

 

Charter No.:

 
| Name of Entity                              | Charter No.    |
|---------------------------------------------|----------------|
| Lone Star Steel  International, L.P.        | 2281049        |
| Lone Star Steel  International General, LLC | E08816112005-2 |
| Lone Star Steel  International Limited, LLC | E0886092005-8  |

 

 

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

 

Locations of OwnedReal Property:

 

None

 

Locations ofLeased Real Property:

 

15660 North DallasParkway, Suite 500

Dallas, Texas75248

 

 

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

 

None

 

 

----

 

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

 

None

 

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

 

Subsidiaries ofLone Star Steel International, L.P.:

 

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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