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REVOLVING PROMISSORY NOTE  Note)
 U.S. $6,000,000.00
    
    April 1, 2005 (Date)
 FRIEDMAN INDUSTRIES, INC ( Borrower ) Bank Termination Date Loan Maturity Date
 Adjusted LIBOR Rate means a per annum interest rate determined by Bank by
dividing: (i) the LIBOR Rate by (ii) Statutory Reserves provided that Statutory
Reserves is greater than zero, otherwise Adjusted LIBOR Rate means a per annum interest
rate equal to the LIBOR Rate. LIBOR Rate means with respect to any LIBOR Loan for any
Interest Period the interest rate determined by Bank by reference to Page 3756 of the
Dow Jones Market Service (or on any successor or substitute page of such service, or
any successor to or substitute for such service, providing rate quotations comparable
to those currently provided on such page of such service, as determined by Bank from
time to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) to be the rate at approximately 11:00
a.m. London time, two Business Days prior to the commencement of such Interest Period
for the offering by Banks London office, of dollar deposits in an amount comparable to
such LIBOR Loan with a maturity comparable to such Interest Period.Board means the Board of Governors of the Federal Reserve System of the United States.Borrowing Date means any Business Day on which Bank shall make or continue a Loan
hereunder.Business Day means a day: (i) on which Bank and commercial banks in New York City are
generally open for business; and (ii) with respect to LIBOR Loans, on which dealings in
United States Dollar deposits are carried out in the London interbank market.Highest Lawful Rate means the maximum nonusurious rate of interest from time to time
permitted by applicable law. To the extent that Texas law determines the Highest Lawful
Rate, the Highest Lawful Rate is the weekly rate ceiling as defined in the Texas
Finance Code Chapter 303. Bank may from time to time, as to current and future
balances, elect and implement any other ceiling under such statutes and/or revise the
index, formula or provisions of law used to compute the rate on this open-end account
by notice to Borrower, if and to the extent permitted by, and in the manner provided in
applicable law.Interest Period means the period commencing on the Borrowing Date and ending on the
Maturity Date, consistent with the following provisions. The duration of each Interest
Period shall be: (a) in the case of a Prime Rate Loan, a period of up to the
Termination Date unless any portion thereof is converted to a LIBOR Loan hereunder;
and (b) in the case of a LIBOR Loan, a period of up to one, two or three months; in
each case as selected by Borrower and agreed to by Bank. Borrowers choice of Interest
Period is subject to the following limitations: (i) No Interest Period shall end on a
date after the Termination Date; and (ii) If the last day of an Interest Period would
be a day other than a Business Day, the Interest Period shall end on the next
succeeding Business Day (unless the Interest Period relates to a LIBOR Loan and the
next succeeding Business Day is in a different calendar month than the day on which the
Interest Period would otherwise end, in which case the Interest Period shall end on the
next preceding Business Day).Letter Agreement means the Amended and Restated Letter Agreement dated as of April 1,
1995, by and between Borrower and Bank, as amended by a First Amendment dated as of
April 1, 1997, a Second Amendment dated as of July 21, 1997, a Third Amendment dated as
of April 1, 1999, a Fourth Amendment dated as of June 1, 2001, a Fifth Amendment dated
as of April 1, 2003, a Sixth Amendment dated as of April 1, 2005, and as it may be further amended from time to time.LIBOR Loan means a Loan which bears interest at a rate determined by reference to the
Adjusted LIBOR Rate.Loan Documents means this Note, the Letter Agreement and any other document or
instrument evidencing, securing, guaranteeing or given in connection with this Note.Obligations means all principal, interest and other amounts which are or become owing
under this Note or any other Loan Document.Obligor means Borrower and any guarantor, surety, co-signer, general partner or other
person who may now or hereafter be obligated to pay all or any part of the Obligations.Prime Rate means the rate determined from time to time by Bank as its prime rate. The
Prime Rate shall change automatically from time to time without notice to Borrower or
any other person. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE BANKS LOWEST RATE.Prime Rate Loan means a Loan which bears interest at a rate determined by reference
to the Prime Rate.Statutory Reserves means the difference (expressed as a decimal) of the number one
minus the aggregate of the maximum reserve percentages (including, without limitation,
any marginal, special, emergency, or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority to which Bank is subject to,
with respect to the LIBOR Rate, for Eurocurrency Liabilities (as defined in Regulation
D of the Board). Such reserve percentages shall include, without limitation, those
imposed under such Regulation D. LIBOR Loans shall be deemed to constitute Eurocurrency
Liabilities and as such shall be deemed to be subject to such reserve requirements
without benefit of or credit for proration, exceptions or offsets which may be
available from time to time to any bank under such Regulation D. Statutory Reserves
shall be adjusted automatically on and as of the effective date of any change in any
reserve percentage.
 Effective Prime Rate Effective LIBOR Rate




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Notice of Requested Borrowing
   LIBOR Event




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o
 
   JURY TRIAL WAIVER
  TRPA
 NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES,
AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE
OR ANY OTHER LOAN DOCUMENT.
 THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND 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.
   By:
    
    /s/ BEN HARPERName:
    
    Ben HarperTitle:
    
    Senior Vice President-Finance
  
 By:
    
    /s/ KEVIN K. RECHName:
    
    Kevin K. RechTitle:
    
    Senior Vice President