Exhibit

10.33




 




THIRD AMENDMENT


TO AMENDED AND RESTATED FINANCING AGREEMENT




THIS THIRD AMENDMENT TO

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

entered into 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”), and BELLVILLE TUBE COMPANY, L.P., a Texas limited

partnership, as successor in interest by conversion to Bellville Tube

Corporation, a Texas corporation (“BTCLP”) (herein Parent, LSSC, FTI,

Logistics, Star Tubular, T&N Railway, FCI, and BTCLP 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”) (herein EHI, Zinklahoma, Steel International, Steel

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

and collectively as the “Guarantors”). WHEELING ACQUISITION CORPORATION,

a Texas corporation formerly known as Star Tubular Technologies (Houston), Inc.

(“Wheeling” or the “New Company”), and STAR TUBULAR TECHNOLOGIES,

INC., a Delaware corporation (“STT” or the “New Guarantor”).




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;




 




 




1





























 




B.            WHEREAS, payment of the Obligations

of the Companies is supported by the guaranties of the Guarantors (other than

BTG and BTL) pursuant to that certain Guaranty dated as of October 8, 2001

executed by the Guarantors (other than BTG and BTL) and the guaranties of BTG

and BTL pursuant to that certain Guaranty dated as of December 31, 2001

executed by BTG and BTL (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, the Companies have

requested and, pursuant to the terms and subject to the conditions hereof and

in connection herewith, the Agent and the Lenders have agreed to add Wheeling

as a Company and Obligor under the Loan Agreement and STT as Guarantor and

Obligor under the Loan Agreement;




E.             WHEREAS, the Companies have

requested a waiver of the maximum dollar amount of Permitted Acquisitions in

Fiscal Year 2002 for the acquisition under the Wheeling Purchase Agreement (as

defined below);




F.             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.




 




 




2





























 




ARTICLE II





AMENDMENTS TO AGREEMENT




Effective as of the

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




2.01.       Amendment of Definition of “Company”

and “Companies”.  Effective as of the date hereof, the

references to “Company” and “Companies” in the preamble to the Agreement and

throughout the Agreement shall be amended to include Wheeling (in addition to

the existing Companies).




2.02.       Amendment of Definition of “Guarantor”

and “Guarantors”.  Effective as of the date hereof, the

references to “Guarantor” and “Guarantors” in the preamble to the Agreement and

throughout the Agreement shall be amended to include STT (in addition to the

existing Guarantors).




2.03.       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)         maintain at the end

of each of the following Fiscal Quarters for the 12 month period ending with each

such Fiscal Quarter a Fixed Charge Ratio of not less than the following:




	

  Fiscal

  Quarter


  Ending


  	

   


  	

  Fixes

  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”


  





 




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) of the Agreement are amended to add to such Schedules the

information requested thereon with respect to Wheeling and STT, such additions

to such Schedules being described on Exhibit A attached hereto.




 




 




3





























 




ARTICLE III





ASSUMPTION OF OBLIGATIONS AND GRANT OF LIENS




3.01.       Assumption of Obligations.  Effective

as of the date of this Amendment, Wheeling hereby assumes and is jointly and

severally liable with the Companies for all Obligations as of the date hereof

and all Obligations incurred hereafter (including, without limitation, the

indebtedness and obligations under the Agreement and the other Loan

Documents).  The Companies shall

continue to be jointly and severally liable for all Obligations.  Wheeling also agrees (a) to be (i) a

“Company” under the Agreement, (ii) a “Guarantor” under that certain Guaranty

of Borrowers dated October 8, 2001 executed by the Companies for the benefit of

Agent and the other Lenders (the “Guaranty of Borrowers”), and (iii) an

“Obligor” under that certain Subordination Agreement dated

October 8, 2001 executed by the Companies and the Guarantors for the

benefit of Agent and the other Lenders (the “Subordination Agreement”),

(b) to be bound by the terms and provisions of the Agreement as a “Company”

thereunder, the Guaranty of Borrowers as a “Guarantor” thereunder and the

Subordination Agreement as a Borrower and Obligor thereunder to the same extent

and with the same force and effect as if Wheeling had been originally named as

a party in each of such documents, (c) to assume all covenants, agreements and

duties as a Guarantor and Obligor under the Agreement as a Company, as

Guarantor under the Guaranty of Borrowers and as a Borrower and Obligor under

the Subordination Agreement.




3.02.       Grant of Lien by Wheeling. 

Wheeling hereby grants to Agent for the benefit of the Lenders a

security interest in all Collateral now or hereafter owned by Wheeling pursuant

to the terms and provisions of Section 6 of the Agreement.




3.03.       Assumption of Obligations. 

Effective as of the date of this Amendment, STT agrees (a) to be a

Guarantor and Obligor under the Agreement and the Subordination Agreement, (b)

to be bound by the terms and provisions of the Agreement as a Guarantor and

Obligor thereunder and to be bound by the terms of the Subordination Agreement

as a Guarantor and Obligor thereunder to the same extent and with the same

force and effect as if STT had been originally named as a party in each of such

documents, (c) to assume all covenants, agreements and duties as a Guarantor

and Obligor under the Agreement and as a Guarantor and Obligor under the

Subordination Agreement.  STT also agree

to execute and deliver to CIT concurrently with the execution hereof, a

guaranty agreement (in form and substance satisfactory to Agent) guaranteeing

the prompt payment and performance of all of the Companies’ Obligations.




3.04.       Grant of Lien by STT . 

STT hereby grants to Agent for the benefit of the Lenders a security

interest in all Collateral now or hereafter owned by STT pursuant to the terms

of Section 6 of the Agreement.




3.05.       Authorized Filing. 

Wheeling and STT authorize Agent to file financing statements covering

the Collateral in an authenticated record without their signature and ratify

any such filings made prior to the date hereof by Agent.




 




 




4





























 




ARTICLE IV





CONDITIONS PRECEDENT




4.01.       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, the Guarantors, Wheeling and STT; and




(ii)           Certified

copies of the resolutions of the Board of Directors or Executive Committee of

each of the Companies, the Guarantors, Wheeling and STT, authorizing the

execution, delivery and performance of this Amendment and any and all other

Loan Documents executed by any of the Companies, the Guarantors, Wheeling or

STT in connection therewith, along with a certificate of incumbency certified

by the secretary of each of the Companies, the Guarantors, Wheeling and STT if

there has been any change from the most recent incumbency certificates

delivered by any of the Companies, the Guarantors, Wheeling or STT, with specimen

signatures of the officers of the Companies, the Guarantors, Wheeling and STT

who are authorized to sign such documents, all in form and substance

satisfactory to the Agent;




(iii)          A

Guaranty duly signed by STT; and




(iv)          Pledge

Amendment duly signed by the Parent pledging all of its ownership interest in

STT, together with stock powers duly signed in blank and the original stock

certificate evidencing Parent’s ownership in STT; and




(v)           Pledge

Agreement duly signed STT pledging all of its ownership interest in Wheeling,

together with stock powers duly signed in blank and the original stock

certificate evidencing STT’s ownership in Wheeling; and




(vi)          A

signed copy of the Asset Purchase Agreement dated September 9, 2002

among Wheeling, Parent, Wheeling Machine Products, Inc., Wheeling Machine

Products of Texas, Inc. and Nassau Holding Corporation (the “Wheeling

Purchase Agreement”); and




 




 




5





























 




(vii)         A

closing certificate, in form and substance satisfactory to Agent, executed by

Parent and Wheeling, confirming that the acquisition under the Wheeling

Purchase Agreement is closed; and




(viii)        Opinion

from Fulbright & Jaworski L.L.P. opining, in form and substance

satisfactory to Agent, which shall cover such matters incident to the

transactions contemplated by this Amendment as Agent may reasonably require and

the Companies, the Guarantors, Wheeling and STT hereby authorize and direct

such counsel to deliver such opinions to Agent; and




(ix)           Evidence

satisfactory to the Agent that casualty insurance policies of all Companies and

Guarantors listing Agent as loss payee or additional insured, as the case may

be, are in full force and effect, in form and substance satisfactory to Agent.




(x)            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.




(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 $80,000 for the financial accommodations provided

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




 




4.02.       Post Closing.  Parent agrees to deliver to Agent within ten (10) days

from the date of this Amendment, original signed UCC termination statements

from Parent covering all financing statements filed by Whitney National Bank,

as secured party, on Wheeling Machine Products, Inc.




4.03.       Conditions to Eligibility. 

Wheeling’s Accounts and Inventory shall not be considered by Agent as

Eligible Accounts Receivable or Eligible Inventory under the 




 




 




6





























 




Agreement until satisfaction of the following conditions precedent in a

manner satisfactory to Agent, unless specifically waived in writing by Agent:




(a)   Within

sixty (60) days from the date of this Amendment, Agent shall have received

landlord waivers, bailee letters or other agreements of any lessor,

warehouseman, processor or other Person in possession of, having a Lien upon,

or having rights or interest in the Inventory or Equipment of Wheeling or STT,

each in form and substance satisfactory to Agent; provided, however,

the consequences of failing to provide any such waivers or other agreements for

a location shall be limited to the Inventory at such location not qualifying as

Eligible Inventory.




(b)   Agent shall

have completed to the satisfaction of Agent an examination and verification of

the Accounts, Inventory, Equipment, books and records of Wheeling and STT.




(c)   Within

sixty (60) days from the date of this Amendment, Wheeling and STT shall enter

into tri-party blocked account agreements with Agent and the depository

institutions of the Depository Accounts, in form and substance acceptable to

Agent and as required by Section 3.4(a) of the Agreement.




ARTICLE V





LIMITED WAIVER




5.01.       Limited Waiver. 

Pursuant to the request of the Obligors, the Agent and the Lenders

hereby waive the limitation on the aggregate amount of cash used to make a

Permitted Acquisition in any Fiscal Year under Paragraph 4.1(a) of Section 4

of the Agreement, such waiver being limited to the acquisition under the

Wheeling Purchase Agreement and being subject to the satisfaction of the

conditions precedent in Article IV of this Amendment and to the other terms,

conditions and provisions of this Amendment. 

There are no other waivers granted by the Agent and the Lenders relating

to the Agreement except the waiver specifically set forth in this Section

5.01 and the above waiver is effective only in the specific instances and

for the purposes for which given.




5.02.       No Other Waivers. 

Except as otherwise specifically provided for in this Amendment, 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.




 




 




7





























 




ARTICLE VI


RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




6.01.       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.




6.02.       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 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 VII




MISCELLANEOUS PROVISIONS




7.01.       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 




 




 




8





























 




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.




7.02.       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.




7.03.       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 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.




7.04.       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.




7.05.       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.




7.06.       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.




7.07.       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.




7.08.       Headings.  The headings, captions, and

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

affect the interpretation of this Amendment.




7.09.       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 




 




 




9





























 




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 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.




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

DEFENSE, COUNTERCLAIM, OFFSET, 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.




7.12.       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 




 




 




10





























 




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 CREDIT

DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.




[The

Remainder of this Page Intentionally Left Blank]




 




 




11





























 




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.


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


  
				





NEW COMPANY:




WHEELING

ACQUISITION CORPORATION,


formerly known as Star Tubular Technologies (Houston), Inc.




	

  By:


  	

    /s/ ROBERT F. SPEARS


  
	

  Name:


  	

  Robert F. Spears


  
	

  Title:


  	

  Vice President


  
			





 




 




12





























 




GUARANTORS:




ENVIRONMENTAL

HOLDINGS, INC.


ZINKLAHOMA, INC.


LONE STAR STEEL INTERNATIONAL, INC.


LONE STAR STEEL SALES COMPANY


ROTAC, INC.


LONE STAR ST HOLDINGS, 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


  
			





NEW GUARANTOR:




STAR

TUBULAR TECHNOLOGIES, INC.




	

  By:


  	

    /s/ ROBERT F. SPEARS


  
	

  Name:


  	

  Robert F. Spears


  
	

  Title:


  	

  Vice President


  
			





 




 




13





























 




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/  JOE T. CURDY


  
	

  Name:


  	

  Joe T. Curdy


  	 

	

  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/  LAN WONG


  
	

  Name:


  	

  Lan Wong


  	 

	

  Title:


  	

  Assistant Vice

  President


  	 






 




Revolving Loan

Commitment:  $25,000,000.00




 




 




14





























 




EXHIBIT

A




to




THIRD

AMENDED AND RESTATED FINANCING AGREEMENT




 




Addition

to Schedule 1




 




	

  Debtor


  	

   


  	

  Secured


  Party


  	

   


  	

  Financing


  Statement #


  	

   


  	

  Date of


  Filing


  	

   


  	

  Collateral


  
	

  Wheeling Machine

  Products, Inc. (whose assets were purchased by Wheeling Acquisition

  Corporation)


  	

   


  	

  GE Capital


  	

   


  	

  2001-37732 (Secretary

  of State of Alabama)


  	

   


  	

  9/28/2001


  	

   


  	

  Lease filing — specific

  equipment


  





 




Addition

to Schedule 7(i)




 




Exact Name of

Obligors:




 




	

  Name of Entity


  	

   


  	

  State of


  Incorporation


  
	

  Wheeling Acquisition

  Corporation


  	

   


  	

  Texas


  
	

  Star Tubular

  Technologies, Inc.


  	

   


  	

  Delaware


  





 




Federal Tax I.D.

No.:




 




	

  Name of

  Entity


  	

   


  	

  Federal Tax I.D. No.


  
	

  Wheeling Acquisition Corporation


  	

   


  	

   


  
	

  Star Tubular Technologies, Inc.


  	

   


  	

   


  





 




Chief Executive

Officers:




 




Wheeling

Acquisition Corporation




15660 Dallas

Parkway, Suite 500




Dallas, Texas

75248




 




Star Tubular

Technologies, Inc.




15660 N. Dallas

Parkway, Suite 500




Dallas, Texas  75248




 




 





























 




Tradenames:




 




Wheeling

Acquisition Corporation uses “Wheeling Machine Products, Inc.”, Wheeling

Machine Products of Texas, Inc.” and “Wheeling Machine Products of East Texas,

Inc.”




 




Prior Names:




 




Wheeling

Acquisition Corporation (f/k/a Star Tubular Technologies (Houston), Inc.)

acquired substantially all of the assets of Wheeling Machine Products, Inc. and

Wheeling Machine Products of Texas, Inc.




 




Star Tubular

Technologies, Inc., formerly known as Star Seamless, Inc.




 




Charter Nos.:




 




	

  Name of Entity


  	

   


  	

  Charter No.


  
	

  Wheeling Acquisition

  Corporation


  	

   


  	

  800014001


  
	

  Star Tubular

  Technologies, Inc.


  	

   


  	

  3424293


  





 




Addition

to Schedule 7(14)(f)




 




Locations of Owned

Real Property:




 




5411 Industrial

Drive South




Pine Bluff,

AR  71606




 




1.63 Acre Tract




Pine Bluff,

AR  71606




 




12047 Proctor Road




Houston, TX  77038




 




Highway 250 South




Hughes Springs,

TX  75650




 




Locations of

Leased Real Property:




 




2504 2nd

Street West




Building 8B




Birmingham,

AL  35204




 




 





























 




Additions

to Schedule 7(14)(g)




 




None




 




Additions

to Schedule 7(14)(i)




 




None




 




Additions

to Schedule 7(14)(o)




 




Subsidiaries of

Lone Star Technologies, Inc.:




 




Bellville Tube Corporation




Environmental Holdings, Inc.




Lone Star Steel Company




Lone Star ST Holdings, Inc.




Star Tubular Technologies, Inc.




 




Subsidiaries of

Star Tubular Technologies, Inc.:




 




Wheeling Acquisition Corporation




 




Additions

to Schedule 7(14)(p)




 




None