Exhibit 10.21


NINTH
AMENDMENT

TO AMENDED AND RESTATED FINANCING AGREEMENT


THIS NINTH
AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT (this “Amendment”)
is made and entered into effective as of December 31, 2005, 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, WELLS
FARGO FOOTHILL, INC., a California
corporation formerly known as Foothill
Capital Corporation (“FCC”), WACHOVIA BANK, NATIONAL ASSOCIATION,
a national banking association and successor by merger to Congress Financial
Corporation (Southwest) (“Wachovia”), 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”),
WHEELING MACHINE PRODUCTS, L.P., a Texas limited partnership, successor in
interest by conversion to Wheeling Machine Products, Inc., formerly known as
Wheeling Acquisition Corporation and Star Tubular Technologies (Houston), Inc.
(“Wheeling”), STAR CAPITAL FUNDING, INC., a Delaware corporation (“Star
Capital”), DELTA TUBULAR PROCESSING, L.P., a Texas limited partnership,
successor in interest by conversion to Delta Tubular Processing, Inc., formerly
known as Delta Lone Star Acquisition, Inc. (“Delta Processing”), and
DELTA TUBULAR INTERNATIONAL, L.P., a Texas limited partnership, successor in
interest by conversion to Delta Tubular International, Inc., formerly known as
Star Tubular International, Inc., a Texas corporation (“Delta International”)  (herein Parent, LSSC, FTI, Logistics, Star
Tubular, T&N Railway, FCI, BTCLP, Wheeling, Star Capital, Delta Processing
and Delta International 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, L.P., a Delaware limited partnership, successor
in interest by conversion to Lone Star Steel International, Inc. (“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”), LONE STAR
NEVADA HOLDINGS, LLC, a Nevada limited liability company, formerly known as
Bellville Tube Limited, LLC (“Nevada Holdings”), STAR TUBULAR
TECHNOLOGIES, INC., a Delaware corporation (“STT”), WHEELING MACHINE
PRODUCTS GENERAL, LLC, a Nevada limited liability company (“Wheeling General”),
DELTA TUBULAR PROCESSING GENERAL, LLC, a Nevada limited liability company (“Delta
Processing General”), DELTA TUBULAR 


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INTERNATIONAL GENERAL, LLC, a Nevada limited liability company (“Delta
International General”), STAR TUBULAR TECHOLOGIES (YOUNGSTOWN), INC., an
Ohio corporation (“STT Ohio”), STAR ENERGY GROUP, LLC, a Delaware
limited liability company (“SEG”) and LONE STAR STEEL MEXICO, LLC, a
Texas limited liability company (“LSSM”) (herein EHI, Zinklahoma, Steel
International, Steel Sales, Rotac, ST Holdings, BTG, Nevada Holdings, STT,
Wheeling General, Delta Processing General, Delta International General, STT
Ohio, SEG and LSSM, each individually as “Guarantor” and collectively as
the “Guarantors”) and LONE STAR STEEL INTERNATIONAL LIMITED, LLC, a
Nevada limited liability company (“Steel International Limited”) and
LONE STAR STEEL INTERNATIONAL GENERAL LLC, a Nevada limited liability company (“Steel
International General”) (herein Steel International Limited and Steel
International General, each individually as “New Guarantor” and
collectively as the “New 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 $125,000,000 revolving line of credit which included a letter of credit
facility;


B.            WHEREAS, payment of the Obligations
of the Companies is supported by (a) the guaranties of EHI, Zinklahoma, Steel
International, Steel Sales, Rotac and ST Holdings pursuant to that certain
Guaranty dated as of October 8, 2001 executed by the EHI, Zinklahoma, Steel
International, Steel Sales, Rotac and ST Holdings, (b) the guaranties of BTG
and 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 to
that certain Guaranty dated as of September 30, 2002 executed by STT, (d) the
guarantee of Wheeling General, Delta Processing General, Delta International
General and STT Ohio pursuant to that certain Guaranty dated
August 29, 2003, (e) the guarantee of SEG pursuant to that
certain Guaranty dated December 16, 2003, and (f) the guarantee of
LSSM 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 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;


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


 


2.02        Amendment of Definition of “Guarantor” and “Guarantors”. 
Effective
as of the date of execution of this Amendment, the references to “Guarantor”
and “Guarantors” in the preamble to the Agreement shall be amended to include
Steel International, Steel International Limited and Steel International
General.


 


2.03        Amendment of Paragraph 7.11.  Effective as of the date of execution of this
Amendment, Paragraph 7.11 of Section 7 of the Agreement is hereby amended in
its entirety to read as follows:


 


“Without the prior
written consent of the Agent, the Obligors will not contract for amounts due
and payable pursuant to all Capital Lease and contract for purchase, otherwise
incur obligations with respect to Capital Expenditures (whether subject to a
security interest or otherwise) during any period below in the aggregate amount
in excess of the amount set forth for such period:  (a) $26,000,000 for the Fiscal Year ending
December 31, 2005, and (b) $60,000,000.00 for the Fiscal Year ending December
31, 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) of
the Agreement are amended to add to such Schedules the information requested
thereon with respect to each of the New Guarantors, such additions to such
Schedules being described on Exhibit A attached hereto.


 


 


ARTICLE III



ASSUMPTION 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 limited
partnership and changed its name to Lone Star Steel International, L.P. (the “Conversion”).  Steel International hereby acknowledges and
agrees that as a result of the Conversion, by operation of law, Steel
International 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, the
indebtedness and obligations under the Agreement and the other Loan Documents).


 


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


 


3.03        Assumption of Obligations and Duties
Under the Agreement. Steel International hereby (a) reaffirms all representations and
warranties made by its predecessor in interest by conversion under the
Agreement and the other Loan Documents to which it was a party, (b) assumes all
covenants, obligations and duties of its predecessor in interest by conversion
under 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 a
Guarantor and Obligor thereunder and to be bound by the terms and provisions of
the other Loan Documents to which its predecessor in interest by conversion was
a party to the same extent and with the same force and effect as if Steel
International had been named in each of the Loan Documents.


 


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3.04        Assumption of Obligations and Grant
of Lien by Steel International Limited and Steel International
General.  Effective as of the date of this Amendment,
Steel International Limited and Steel International General each agrees (i) to
be a Guarantor and Obligor under the Agreement and 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”), (ii) 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 the New
Guarantors had been originally named as a party in each of such documents,
(iii) 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. Steel International Limited and Steel International General also
hereby grant to Agent for the benefit of the Lenders a security interest in all
Collateral now or hereafter owned by Steel International Limited and Steel
International General pursuant to the terms of Section 6 of the Agreement.  Steel International Limited and Steel
International General also agree to execute and deliver to Agent 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.


.


 


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 Guarantor and the New Guarantors;


 


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


 


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


 


(iv)          Pledge Amendment duly signed by LSSC
pledging all of its membership interests in Steel International Limited and
Steel International General;


 


 


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(v)           Pledge Amendment duly signed by FTI
pledging 65% of its ownership interests in Fintube (Thailand) Limited, together
with (1) stock powers duly signed in blank and the original stock certificate
evidencing FTI’s ownership in Fintube (Thailand) Limited, and (2) evidence of
recordation 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 New
Guarantors;


 


(vii)         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 and LSSM hereby
authorize and direct such counsel to deliver such opinions to Agent;


 


(viii)        Certified copies of the resolutions of
the Board of Directors, Board of Managers or Executive Committee of each of the
Companies, the Guarantors and the New Guarantors, authorizing the execution,
delivery and performance of this Amendment and any and all other Loan Documents
executed by any of the Companies, the Guarantors or the New Guarantors in
connection therewith, along with certificates of incumbency certified by the
secretary of the New Guarantors, and, if there has been any change from the
most recent incumbency certificates delivered by any of the Companies or the
Guarantors, a certificate of incumbency certified by the secretary of each of
the Companies and each of the Guarantors, with specimen signatures of the
officers of the Companies, the Guarantors and the New Guarantors who are
authorized to sign such documents, all in form and substance satisfactory to
the Agent;


 


(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, have been amended to
cover the New Guarantors as well as all Companies and all Guarantors, and are
in full force and effect, in form and substance satisfactory to Agent; and


 


(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 


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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.


ARTICLE V

NO WAIVER


                5.01        No Waiver.  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 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


 


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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
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.


 


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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 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


 


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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
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.


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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.

TEXAS & NORTHERN RAILWAY COMPANY

FINTUBE 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 to

Bellville Tube Corporation


 


	
  By:

  	
  Bellville Tube General,
  LLC,

  
	
   

  	
  its general
  partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert F.
  Spears

  
	
   

  	
  Name:

  	
  Robert F. Spears

  
	
   

  	
  Title:

  	
  Vice President

  



 


WHEELING MACHINE PRODUCTS, L.P., 

as successor in interest by conversion to Wheeling Machine Products, Inc.,


formerly known as
Wheeling Acquisition Corporation and Star 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

  



 

















 


DELTA TUBULAR PROCESSING, L.P.

as successor in interest by conversion to

Delta 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 to

Delta 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 COMPANY

ROTAC, 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

  



 

















 


BELLVILLE TUBE GENERAL, LLC

WHEELING MACHINE PRODUCTS GENERAL, LLC

DELTA TUBULAR PROCESSING GENERAL, LLC

DELTA TUBULAR INTERNATIONAL GENERAL, LLC 

STAR ENERGY GROUP, LLC

LONE 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 as
Bellville 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 in
interest by conversion to

Lone 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

  



 

















 


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 Loan
Commitment:  $40,000,000.00


 


 


WELLS FARGO
FOOTHILL, INC.


as Lender


 


	
  By:

  	
  /s/ Michael
  Baronowski

  
	
  Name:

  	
  Michael
  Baronowski

  
	
  Title: 

  	
  Vice President

  



 


Revolving Loan
Commitment:  $30,000,000.00


 


 


LASALLE
BANK NATIONAL ASSOCIATION


as Lender


 


	
  By:

  	
  /s/ Erin M. Frey

  
	
  Name:

  	
  Erin M. Frey

  
	
  Title:

  	
  Vice President

  



 


Revolving Loan
Commitment:  $25,000,000.00


 

















 


WACHOVIA
BANK, NATIONAL ASSOCIATION


as Lender


 


	
  By:

  	
  /s/ Joe T. Curdy

  
	
  Name: 

  	
  Joe T. Curdy

  
	
  Title: 

  	
  Vice President

  



 


Revolving Loan
Commitment:  $30,000,000.00


 

















 


EXHIBIT
A


to


NINTH
AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT


 


Addition
to Schedule 1


 


	
  None

  	
   

  



 


 


Addition
to 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

  



 


 


Addition
to Schedule 7(14)(f)


 


Locations of Owned
Real Property:


 


None


 


Locations of
Leased Real Property:


 


15660 North Dallas
Parkway, Suite 500


Dallas, Texas
75248


 


 


Additions
to Schedule 7(14)(g)


 


None


 


 

















 


Additions
to Schedule 7(14)(l)


 


None


 


Additions
to Schedule 7(14)(o)


 


Subsidiaries of
Lone 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


 


 


Additions
to Schedule 7(14)(p)


 


None