Exhibit 10.35


 


EIGHTH AMENDMENT

TO AMENDED AND RESTATED FINANCING AGREEMENT


 


THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED
FINANCING AGREEMENT (this “Amendment”) is made and entered into
effective as of August 23, 2004, 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”), 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”),
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, 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”), 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 INTERNATIONAL GENERAL, LLC, a Nevada
limited liability company (“Delta International General”), STAR TUBULAR


 


1





















 


TECHOLOGIES (YOUNGSTOWN), INC., an Ohio corporation (“STT
Ohio”) and STAR ENERGY GROUP, LLC, a Delaware limited liability company (“SEG”)
(herein EHI, Zinklahoma, Steel International, Steel Sales, Rotac, ST Holdings,
BTG, Nevada Holdings, STT, Wheeling General, Delta Processing General, Delta
International General, STT Ohio and SEG, each individually as “Guarantor”
and collectively as the “Guarantors”) and LONE STAR STEEL MEXICO, LLC, a
Texas limited liability company (“LSSM” 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 $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 the
Guarantors (other than BTG, BTL, STT, Wheeling General, Delta Processing
General, Delta International General and STT Ohio) pursuant to that certain
Guaranty dated as of October 8, 2001 executed by the Guarantors (other than
BTG, BTL, STT, Wheeling General, Delta Processing General, Delta International
General and STT Ohio), (b) the guaranties of BTG and BTL pursuant to that
certain Guaranty dated as of December 31, 2001 executed by BTG and BTL, (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, and (e) the guarantee of SEG
pursuant to that certain Guaranty dated December 16, 2003
(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,
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 increase the Letter of Credit Sub-Line (as defined in the Agreement)
to $20,000,000 and add LSSM as a Guarantor and Obligor under the Loan
Agreement;


 


E.             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;


 


2





















 


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 Restatement of Definition of “Letter of Credit
Sub-Line”.  Effective
as of the date of execution of this Amendment, the definition of “Letter of Credit Sub-Line” set forth
in Section 1 of the Agreement is amended and restated to read in its entirety
as follows:


 


“Letter of
Credit Sub-Line shall mean the aggregate amount of $20,000,000
consisting of a line for standby Letters of Credit and for documentary Letters
of Credit.”


 


2.02        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 the New Guarantor, 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 and Grant of Lien by SEG.  Effective as of the date of this Amendment,
LSSM agrees (a) to be a Guarantor and Obligor under the Agreement and


 


3





















 


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 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 LSSM 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, and (d) 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 Obligations.   LSSM hereby also
grants to Agent for the benefit of the Lenders a security interest in all
Collateral now or hereafter owned by SEG pursuant to the terms of Section 6 of
the Agreement.  LSSM authorizes Agent to
file financing statements covering the Collateral in an authenticated record
without its signature and ratify any such filings made prior to the date hereof
by Agent.


 


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 Guarantor;


 


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


 


(iii)          Pledge
Agreement duly signed by LSSM pledging all of its ownership interests in Lone
Star Steel International de Mexico S DE
R.L. de C.V.;


 


(iv)          A Guaranty duly signed by LSSM;


 


(v)           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;


 


4





















 


(vi)          Certified copies of the resolutions of
the Board of Directors, Board of Managers or Executive Committee of each of the
Companies, the Guarantors and SEG, 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 SEG in connection therewith, along with
a certificate of incumbency certified by the secretary of SEG, 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 SEG
who are authorized to sign such documents, all in form and substance
satisfactory to the Agent;


 


(vii)         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 Guarantor as well as all Companies and all Guarantors, and are in
full force and effect, in form and substance satisfactory to Agent; and


 


(viii)        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.


 


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,


 


5





















 


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 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


 


6





















 


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


 


7





















 


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 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


 


8





















 


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]


 


9





















 


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 INTERNATIONAL, 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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 Belleville Tube Limited, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Richard F. Klumpp

  	
   

  	
   

  
	
  Name:

  	
  Richard F. Klumpp

  	
   

  
	
  Title:

  	
  Manager, Treasurer and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEW GUARANTOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LONE  STAR STEEL MEXICO, 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., formerly known as Foothill Capital
  Corporation

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lan Wong

  	
   

  	
   

  
	
  Name:

  	
  Lan Wong

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Loan
  Commitment: $30,000,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LASALLE
  BANK NATIONAL ASSOCIATION

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ June Courtney

  	
   

  	
   

  
	
  Name:

  	
  June Courtney

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Loan
  Commitment: $25,000,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONGRESS FINANCIAL CORPORATION
  (SOUTHWEST)

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joe Curdy

  	
   

  	
   

  
	
  Name:

  	
  Joe Curdy

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Revolving Loan Commitment: $30,000,000.00

  	
   

  	
   

  
									



 





















 


EXHIBIT
A


to


EIGHTH
AMENDMENT TO AMENDED AND RESTATED FINANCING

AGREEMENT


 


Addition to Schedule 1


 


None


 


Addition to Schedule 7(l)


 


Exact Name of Obligor:


Lone Star Steel Mexico, LLC


 


State of Incorporation:


Texas


 


Federal Tax I.D. No.:


 


 


Chief Executive Office(s):


15660 Dallas Parkway, Suite 500


Dallas, Texas 75248


 


Tradenames:


None


 


Prior Names:


None


 


Charter No.:


TX800275827 (Filing Number)


 





















 


Addition to Schedule 7(14)(f)


 


Locations of Owned Real Property:


 


None


 


Locations of Leased Real Property:


 


 


 


 


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, Inc.:


 


Lone Star Steel Mexico, LLC


 


Subsidiary of Lone Star Steel Mexico, LLC:


 


Lone Star Steel International de Mexico  S DE R.L. de C.V.


 


Additions to Schedule 7(14)(p)


 


None