Exhibit

10.34




 




 




 




FOURTH AMENDMENT


TO AMENDED AND RESTATED FINANCING AGREEMENT




THIS FOURTH AMENDMENT TO

AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”) is made and

entered into effective as of September 30, 2002, by and among THE CIT

GROUP/BUSINESS CREDIT, INC. a New York corporation (hereinafter “CITBC”),

in its individual capacity and as Agent (hereinafter the “Agent”) for

itself and the Lenders hereafter named, FOOTHILL CAPITAL CORPORATION, a

California corporation (“FCC”), CONGRESS FINANCIAL CORPORATION

(SOUTHWEST), a Texas corporation (CFC”), LASALLE BANK NATIONAL

ASSOCIATION, a national banking association (“LaSalle”), and any 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., a

Delaware corporation (herein “Parent”), LONE STAR STEEL COMPANY, a

Delaware corporation (herein “LSSC”), FINTUBE TECHNOLOGIES, INC., an

Oklahoma corporation (herein “FTI”), LONE STAR LOGISTICS, INC., a Texas

corporation (“Logistics”), STAR TUBULAR SERVICES, INC., a Texas

corporation 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 TUBE

COMPANY, L.P., a Texas limited partnership, as successor in interest by

conversion to Bellville Tube Corporation, a Texas corporation (“BTCLP”),

and WHEELING ACQUISITION CORPORATION, a Texas corporation formerly known as

Star Tubular Technologies (Houston), Inc. (“Wheeling”)  (herein Parent, LSSC, FTI, Logistics, Star

Tubular, T&N Railway, FCI, BTCLP and Wheeling each individually a “Company”

and collectively as the “Companies”), ENVIRONMENTAL HOLDINGS, INC., a

Delaware corporation (“EHI”), ZINKLAHOMA, INC., a Delaware corporation

(“Zinklahoma”), LONE STAR STEEL INTERNATIONAL, INC., a Delaware

corporation (“Steel International”), LONE STAR STEEL SALES COMPANY, a

Delaware corporation (“Steel Sales”), ROTAC, INC., a Texas corporation

(“Rotac”), LONE STAR ST HOLDINGS, INC., a Delaware corporation (“ST

Holdings”), BELLVILLE TUBE GENERAL, LLC, a Nevada limited liability

company (“BTG”), BELLVILLE TUBE LIMITED, LLC, a Nevada limited liability

company (“BTL”) and STAR TUBULAR TECHNOLOGIES, INC., a Delaware

corporation (“STT”) (herein EHI, Zinklahoma, Steel International, Steel

Sales, Rotac, ST Holdings, BTG, BTL and STT each individually as “Guarantor”

and collectively as the “Guarantors”).




RECITALS:




A.            WHEREAS,

pursuant to the terms and subject to the conditions of that certain Amended and

Restated Financing Agreement dated as of October 8, 2001 between the Agent, the

Companies and the Guarantors (such Amended and Restated Financing Agreement, as

the same is hereby amended and may hereafter be amended from time to time,

being hereinafter referred to as the “Agreement”), the Companies were granted a

$100,000,000 revolving line of credit which included a letter of credit

facility;




 




 




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B.            WHEREAS, payment of the Obligations

of the Companies is supported by (a) the guaranties of the Guarantors (other

than BTG, BTL and STT) pursuant to that certain Guaranty dated as of October 8,

2001 executed by the Guarantors (other than BTG, BTL and STT), (b) the

guaranties of BTG and BTL pursuant to that certain Guaranty dated as of

December 31, 2001 executed by BTG and BTL, and (c) the guaranty of STT pursuant

to that certain Guaranty dated as of September 30, 2002 executed by STT (the “Guaranties”);




C.            WHEREAS, to secure, in part, the

Obligations (as defined in the Agreement), (i) the Companies and the Guarantors

have heretofore executed in favor of the Agent certain Loan Documents (as

defined in the Agreement), including, without limitation, the Guaranties, which

Loan Documents shall continue in full force and effect upon the execution of

this Amendment, all of the Loan Documents to continue to secure the payment by

the Companies of the Obligations, all as more fully set forth therein and

herein;




D.            WHEREAS, in furtherance of the

foregoing and to evidence the agreements of the parties hereto in relation

thereto the parties hereto desire to amend the Agreement as hereinafter

provided;




NOW, THEREFORE, in consideration

of the premises herein contained and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties,

intending to be legally bound, agree as follows:




AGREEMENT:




ARTICLE I





DEFINITIONS




1.01.       Capitalized terms used in this Amendment are defined

in the Agreement, as amended hereby, unless otherwise stated.




ARTICLE II





AMENDMENTS TO AGREEMENT




Effective as of the

respective date herein indicated, the Agreement is hereby amended as follows:




2.01.       Amendment of Subparagraph 7.10(b).  Effective as of the date hereof, Subparagraph 7.10(b)

of Section 7 of the Loan Agreement is hereby amended in its

entirety to read as follows:




“(b)         if at any time (i)

the aggregate of the Companies’ cash and Availability is less than $70,000,000

or (ii) Availability is less than $40,000,000 (each a “Fixed 




 




 




2





























 




Charge Coverage Ratio Event”), the Companies shall maintain as of the end of the

Fiscal Quarter immediately prior to the date the Fixed Charge Coverage Ratio

Event occurred and each Fiscal Quarter thereafter for the 12 month period

ending with each such Fiscal Quarter, a Fixed Charge Coverage Ratio of not less

than the following:




	

  Fiscal

  Quarter


  Ending


  	

   


  	

  Fixed

  Charge


  Coverage Ratio


  
	

  June 30, 2002


  	

   


  	

  1.25 to 1.00


  
	

  September 30, 2002


  	

   


  	

  .50 to 1.00


  
	

  December 31, 2002


  	

   


  	

  .50 to 1.00


  
	

  March 31, 2003


  	

   


  	

  .75 to 1.00


  
	

  June 30, 2003


  	

   


  	

  .75 to 1.00


  
	

  September 30, 2003


  	

   


  	

  1.00 to 1.00


  
	

  December 31, 2003 and each


  Fiscal Quarter thereafter


  	

   


  	

  1.25 to 1.00”


  





ARTICLE III





CONDITIONS PRECEDENT




3.01.       Conditions to Effectiveness.  The

effectiveness of this Amendment is subject to the satisfaction of the following

conditions precedent in a manner satisfactory to Agent, unless specifically

waived in writing by Agent:




(a)   Agent shall

have received each of the following, each in form and substance satisfactory to

Agent, in its sole discretion, and, where applicable, each duly executed by

each party thereto, other than Agent:




(i)            This

Amendment, duly executed by Companies and the Guarantors; and




(ii)           All

other documents Agent may request with respect to any matter relevant to this

Amendment or the transactions contemplated hereby.




(b)   The

representations and warranties contained herein and in the Agreement and the

other documents executed in connection with the Agreement (herein referred to

as “Loan Documents”), as each is amended hereby, shall be true and

correct as of the date hereof, as if made on the date hereof, except for such

representations and warranties as are by their express terms limited to a

specific date.




 




 




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(c)   No Default

or Event of Default shall have occurred and be continuing, unless such Default

or Event of Default has been otherwise specifically waived in writing by Agent.




(d)   All

corporate proceedings taken in connection with the transactions contemplated by

this Amendment and all documents, instruments and other legal matters incident

thereto shall be satisfactory to Agent.




(e)  The Companies shall pay

Agent a fee in the amount of $45,000 for the financial accommodations provided

herein (to be distributed by Agent to the Lenders on a pro rata basis).




 




ARTICLE IV





NO WAIVER




4.01.       No Waivers.  Nothing

contained herein shall be construed as a waiver by Agent of any covenant or

provision of the Agreement, the other Loan Documents, this Amendment or any

other contract or instrument between the Obligors and Agent, and the failure of

Agent at any time or times hereafter to require strict performance by the

Obligors of any provision thereof shall not waive, affect or diminish any right

of Agent to thereafter demand strict compliance therewith. Agent hereby

reserves all rights granted under the Agreement, the other Loan Documents, this

Amendment, and any other contract or instrument between the Obligors and Agent.




 




ARTICLE V


RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




5.01.       Ratifications. 

The terms and provisions set forth in this Amendment shall modify and

supersede all inconsistent terms and provisions set forth in the Agreement and

the other Loan Documents, and, except as expressly modified and superseded by

this Amendment, the terms and provisions of the Agreement and the other Loan

Documents are ratified and confirmed and shall continue in full force and

effect.  The Companies, the Guarantors

and Agent agree that the Agreement and the other Loan Documents, as amended

hereby, shall continue to be legal, valid, binding and enforceable in

accordance with their respective terms.




5.02.       Representations and Warranties. The Companies and the Guarantors hereby represent

and warrant to Agent that (a) the execution, delivery and performance of this

Amendment and any and all other Loan Documents executed and/or delivered in

connection herewith have been authorized by all requisite corporate or limited

partnership or limited liability company action (as applicable) on the part of

the Companies and the 




 




 




4





























 




Guarantors and will not violate the Articles (or Certificates) of

Incorporation or Bylaws of the Companies and the Guarantors that are

corporations or the limited partnership agreements or certificates of limited

partnership of the Companies and the Guarantors that are limited partnerships

or the articles of formation/organization, regulations or limited liability

company agreements of the Companies that are limited liability companies; (b)

each of the Company’s and Guarantor’s Board of Directors or Executive Committee

(or the general partner of the applicable limited partnership) or the members

or the Board of Managers of the applicable limited liability company has

authorized the execution, delivery and performance of this Amendment and any

and all other Loan Documents executed and/or delivered in connection herewith;

(c) the representations and warranties contained in the Agreement, as amended

hereby, and any other Loan Document are true and correct on and as of the date

hereof and on and as of the date of execution hereof as though made on and as

of each such date; (d) no Default or Event of Default under the Agreement, as

amended hereby, has occurred and is continuing, unless such Default or Event of

Default has been specifically waived in writing by Agent; (e) the Companies and

the Guarantors are in full compliance with all covenants and agreements

contained in the Agreement and the other Loan Documents, as amended hereby; and

(f) the Companies and the Guarantors have not amended their Articles (or

Certificates) of Incorporation or their Bylaws or similar organizational

documents since the date of the Agreement, except as otherwise disclosed to

Agent.




ARTICLE VI




MISCELLANEOUS PROVISIONS




6.01.       Survival of Representations and Warranties. 

All representations and warranties made in the Agreement or any other

Loan Document, including, without limitation, any  document furnished in connection with this Amendment, shall

survive the execution and delivery of this Amendment and the other Loan

Documents, and no investigation by Agent or any closing shall affect the

representations and warranties or the right of Agent to rely upon them.




6.02.       Reference to Agreement.  Each of the

Agreement and the other Loan Documents, and any and all other Loan Documents,

documents or instruments now or hereafter executed and delivered pursuant to

the 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 Loan

Documents to the Agreement shall mean a reference to the Agreement, as amended

hereby.




6.03.       Expenses of Agent.  As provided

in the Agreement, Companies agree to pay on demand all costs and expenses

incurred by Agent in connection with the preparation, negotiation, and

execution of this Amendment and the other Loan Documents executed pursuant

hereto and any and all amendments, modifications, and supplements thereto,

including, without limitation, the costs and fees of Agent’s legal counsel, and

all costs and expenses incurred by Agent in connection with the enforcement 




 




 




5





























 




or preservation of any rights under the Agreement, as amended hereby,

or any other Loan Documents, including, without, limitation, the costs and fees

of Agent’s legal counsel.




6.04.       Severability.  Any

provision of this Amendment held by a court of competent jurisdiction to be

invalid or unenforceable shall not impair or invalidate the remainder of this

Amendment and the effect thereof shall be confined to the provision so held to

be invalid or unenforceable.




6.05.       Successors and Assigns.  This

Amendment is binding upon and shall inure to the benefit of Agent and Companies

and their respective successors and assigns, except that Companies may not

assign or transfer any of their rights or obligations hereunder without the

prior written consent of Agent.




6.06.       Counterparts.  This

Amendment may be executed in one or more counterparts, each of which when so

executed shall be deemed to be an original, but all of which when taken

together shall constitute one and the same instrument.




6.07.       Effect of Waiver.  No consent

or waiver, express or implied, by Agent to or for any breach of or deviation

from any covenant or condition by Companies shall be deemed a consent to or

waiver of any other breach of the same or any other covenant, condition or

duty.




6.08.       Headings.  The headings, captions, and

arrangements used in this Amendment are for convenience only and shall not

affect the interpretation of this Amendment.




6.09.       Applicable Law.  THIS

AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED

TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




6.10.       Final Agreement.  THE

AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE

ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER 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, CONTEMPORANEOUS OR SUBSEQUENT ORAL

AGREEMENTS OF THE PARTIES.  THERE ARE NO

UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY

PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED

BY COMPANIES AND AGENT.




6.11.       Release by the Companies. THE COMPANIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO

DEFENSE, COUNTERCLAIM, OFFSET, 




 




 




6





























 




CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN

BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY

THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR

NATURE FROM AGENT.  THE COMPANIES HEREBY

VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT, THE OTHER

LENDERS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND

ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS,

DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES

WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR

UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY,

ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS

EXECUTED, WHICH THE COMPANIES MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED

PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF

CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM

ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,

RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL

RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR

OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.




6.12.       Release by the Guarantors.  Each

Guarantor hereby consents to the terms of this Amendment, confirms and ratifies

the terms of the Guaranty executed by such Guarantor, acknowledges that such

Guaranty is in full force and effect and ratifies the same, and acknowledges

that such Guarantor has no defense, counterclaim, set-off or any other claim to

diminish such Guarantor’s liability under such document. THE GUARANTORS EACH

HEREBY 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 OR

UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT

LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS

AMENDMENT IS EXECUTED, WHICH THE GUARANTORS MAY NOW OR HEREAFTER HAVE AGAINST

THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE

OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND

ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,

CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE

HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER

THE LOAN AGREEMENT OR OTHER 




 




 




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CREDIT DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.




[The

Remainder of this Page Intentionally Left Blank]




 




 




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IN WITNESS WHEREOF, this

Amendment has been executed and is effective as of the date first

above-written.




COMPANIES:




LONE

STAR TECHNOLOGIES, INC.


FINTUBE TECHNOLOGIES, INC.


LONE STAR STEEL COMPANY


LONE STAR LOGISTICS, INC.


STAR TUBULAR SERVICES, INC., formerly known as T&N

Lone Star Warehouse Co.  


WHEELING ACQUISITION CORPORATION, formerly known as Star

Tubular Technologies (Houston), Inc.


TEXAS & NORTHERN RAILWAY COMPANY


FINTUBE CANADA, 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 to


Bellville Tube Corporation




	

  By:


  	

  Bellville Tube

  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 COMPANY


ROTAC, 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, LLC


BELLVILLE TUBE LIMITED, LLC




	

  By:


  	

    /s/ ROBERT F. SPEARS


  
	

  Name:


  	

  Robert F. Spears


  
	

  Title:


  	

  Vice President

  of each of the


  
	

   


  	

  foregoing

  limited liability companies


  
			





 




 




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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




 




 




FOOTHILL CAPITAL CORPORATION




as Lender




 




	

  By:


  	

  /s/  LAN WONG


  
	

  Name:


  	

  Lan Wong


  
	

  Title:


  	

  Assistant Vice

  President


  





 




Revolving Loan

Commitment:  $25,000,000.00




 




 




LASALLE NATIONAL BANK




as Lender




 




	

  By:


  	

  /s/  JUNE COURTNEY


  
	

  Name:


  	

  June Courtney


  
	

  Title:


  	

  Senior Vice President


  





 




Revolving Loan Commitment:  $10,000,000.00




 




 




CONGRESS FINANCIAL CORPORATION

(SOUTHWEST)




as Lender




 




	

  By:


  	

  /s/  JOE T. CURDY


  
	

  Name:


  	

  Joe T. Curdy


  
	

  Title:


  	

  Assistant Vice

  President


  





 




Revolving Loan

Commitment:  $25,000,000.00




 




 




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