EXHIBIT
10.33


 


 


SIXTH AMENDMENT

TO AMENDED AND RESTATED FINANCING AGREEMENT


 


THIS SIXTH AMENDMENT TO AMENDED AND RESTATED FINANCING
AGREEMENT (this “Amendment”) is made and entered into effective as of
August 29, 2003, 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 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”), and STAR TUBULAR
TECHNOLOGIES, INC., a Delaware corporation (“STT”) (herein EHI,
Zinklahoma, Steel International, Steel Sales, Rotac, ST Holdings, BTG, Nevada
Holdings and STT each individually as “Guarantor” and collectively as
the “Guarantors”), WHEELING MACHINE PRODUCTS GENERAL, LLC, a Nevada
limited liability company (“Wheeling General”),   DELTA TUBULAR PROCESSING GENERAL, LLC, a
Nevada limited liability company


 


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(“Delta Processing
General”), DELTA TUBULAR INTERNATIONAL GENERAL, LLC, a Nevada limited
liability company (“Delta International General”) and STAR TUBULAR
TECHOLOGIES (YOUNGSTOWN), INC., an Ohio corporation (“STT Ohio”) (herein
Wheeling General, Delta Processing General, Delta International General and STT
Ohio each individually a “New Guarantor” and collectively, 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 $100,000,000 revolving line of credit which included a letter of
credit facility;


 


B.                                     WHEREAS,
payment of the Obligations of the Companies is supported by the guaranties of
the Guarantors (other than BTG, BTL and STT) pursuant to that certain Guaranty
dated as of October 8, 2001 executed by the Guarantors (other than BTG, BTL and
STT), the guaranties of BTG and BTL pursuant to that certain Guaranty dated as
of December 31, 2001 executed by BTG and BTL, and the guarantee of STT pursuant
to that certain Guaranty dated as of September 30, 2002 executed by STT
(collectively, 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 each of the New Guarantors 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;


 


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:


 


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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 Wheeling Machine
Products, Inc.  Effective
as of the date of execution of this Amendment, the reference to “Wheeling
Machine Products, Inc, a Texas corporation formerly known as Wheeling
Acquisition Corporation and Star Tubular Technologies (Houston), Inc. (“Wheeling”)”in the preamble to the
Agreement is hereby deleted and replaced with “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”)”.


 


2.02                       Amendment
and Replacement of Delta Lone Star
Acquisition, Inc. and the Definition Delta.  Effective as of the date of execution of
this Amendment, (i) the reference to “Delta Lone Star Acquisition, Inc, a Texas
corporation (“Delta”)” in the preamble to the Agreement is hereby
deleted and replaced with “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 (ii) all
references to the term “Delta” in the Agreement shall be deleted and replaced
with the term “Delta Processing”.


 


2.03                       Amendment
and Replacement of Star Tubular
International, Inc. and the Definition Star International.  Effective as of the date of execution of
this Amendment, (i) the reference to “Star Tubular International, Inc., a Texas
corporation (“Star International”)” in the preamble to the Agreement is
hereby deleted and replaced with “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”)”,
and (ii) all references to the term “Star International” in the Agreement shall
be deleted and replaced with the term “Delta International”.


 


2.04                       Amendment
and Replacement of Lone Star Nevada
Holdings, LLC.  Effective
as of the date of execution of this Amendment, (i) the reference to “Bellville
Tube Limited, LLC, a Nevada limited liability company (“BTL”)”in the preamble to the
Agreement is hereby deleted and


 


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replaced with
“Lone Star Nevada Holdings, LLC, a Nevada limited liability company, formerly
known as Bellville Tube Limited, LLC (“Nevada
Holdings”)”, and (ii) all references to the terms Bellville Tube
Limited, LLC or BTL in the Agreement and in the other Loan Documents shall be
deleted and replaced with the terms Lone Star Nevada Holdings, LLC and Nevada
Holdings, respectively.


 


2.05                        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 Nevada Holdings, Wheeling General, Delta Processing
General, Delta International General and STT Ohio.


 


2.06                        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
August 29, 2003, (a) Wheeling converted from a Texas corporation to a Texas
limited partnership and changed its name to Wheeling Machine Products, L.P.,
(b) Delta Processing converted from a Texas corporation to a Texas limited
partnership and changed its name to Delta Tubular Processing, L.P., and (c)
Delta International converted from a Texas corporation to a Texas limited
partnership and changed its name to Delta Tubular International, L.P
(collectively, the “Conversions”). 
Wheeling, Delta Processing and Delta International hereby acknowledge
and agree that as a result of the Conversions, by operation of law, Wheeling is
liable for all Obligations of Wheeling Machine Products, Inc., Delta Processing
is liable for all Obligations of Delta Tubular Processing, Inc., and Delta
International is liable for all Obligations of Delta Tubular International,
Inc.  Wheeling, Delta Processing and
Delta International hereby assume, as of August 29, 2003, all Obligations of
Wheeling Machine Products, Inc.,  Delta
Tubular Processing, Inc. and Delta Tubular International, Inc., respectively,
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. Wheeling, Delta Processing and Delta International
hereby acknowledge and agree that as a result of the Conversions, by operation
of law, (a) Wheeling became the owner of all the assets of Wheeling Machine
Products, Inc., (b) Delta Processing became the owner of all the assets of
Delta Tubular Processing, Inc., and (c) 
Delta International became the owner of all the assets of Delta Tubular
International, Inc., each as of August 29, 2003. Wheeling, Delta Processing and
Delta International also acknowledge and agree that such assets were previously
pledged as Collateral under the Agreement and that after the Conversions, 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.
Wheeling, Delta Processing and Delta International each hereby grants to Agent
for the benefit of the Lenders a security interest in all


 


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Collateral now or
hereafter owned by each such Company pursuant to the terms and provisions of
Section 6 of the Agreement and each acknowledges and agrees that the security
interest granted hereunder in any assets previously owned by their respective
predecessors 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. Wheeling, Delta
Processing and Delta International each hereby (a) reaffirms all
representations and warranties made by their respective predecessors in
interest by conversion under the Agreement and the other Loan Documents to
which each was a party, (b) assumes all covenants, obligations and duties of
their respective predecessors in interest by conversion under the Agreement and
the other Loan Documents to which each was a party, and (c) agrees to be bound
by the terms and provisions of the Agreement as a Company and Obligor
thereunder and to be bound by the terms and provisions of the other Loan
Documents to which their respective predecessors in interest by conversion was
a party to the same extent and with the same force and effect as if Wheeling,
Delta Processing and Delta International had been named in each of the Loan
Documents.


 


3.04                        Assumption
of Obligations and Grant of Lien by BTG and BTL.  Effective as of the date of this Amendment,
the New Guarantors 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 Obligors 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. The New Guarantors also hereby grant
to Agent for the benefit of the Lenders a security interest in all Collateral
now or hereafter owned by the New Guarantors pursuant to the terms of Section 6
of the Agreement.  The New Guarantors
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.


 


 


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:


 


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(i)                                     This
Amendment, duly executed by Companies, the Guarantors and the New Guarantors;


 


(ii)                                  Certified
copies of the resolutions of the Board of Directors 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 a certificate of incumbency
certified by the secretary of each 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;


 


(iii)                               Pledge
Amendment duly signed by the Parent pledging all of its ownership interest in
the New Guarantors;


 


(iv)                              Pledge
Agreements duly signed the New Guarantors pledging all of their respective
general partnership interest in Wheeling, Delta Processing and Delta
International;


 


(v)                                 Pledge
Amendment duly singed by Nevada Holdings pledging all of its limited
partnership interests in Wheeling, Delta Processing and Delta International;


 


(vi)                              Pledge
Agreement duly signed by STT pledging all of its ownership interest in STT
Ohio, together with stock powers duly signed in blank and the original stock
certificate evidencing STT’s ownership in the STT Ohio;


 


(vii)                           A
Guaranty duly signed by the New Guarantors;


 


(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 and the New Companies hereby authorize and direct
such counsel to deliver such opinions to Agent;


 


(ix)                                Evidence
satisfactory to the Agent that casualty insurance policies of all Companies (as
changed in connection with the Conversions) 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


 


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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 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


 


ARTICLE V

Limited Waiver


 


5.01                        Limited
Waiver.  Pursuant to the request
of the Obligors, the Agent and the Lenders hereby waive the thirty (30) days
prior written notice provision for the Conversions required under Paragraph 7.09(e)
of Section 7 of the Agreement, such waiver 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.


 


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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 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.


 


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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.


 


7.10                       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


 


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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 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


 


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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 INTERNATIONAL, INC.

LONE STAR STEEL SALES COMPANY

ROTAC, INC.

LONE STAR ST HOLDINGS, INC.

STAR TUBULAR TECHNOLOGIES, INC.


 


	
  By:

  	
   

  	
  /s/ Robert F. Spears

  	
   

  
	
  Name:

  	
  Robert F. Spears

  
	
  Title:

  	
  Vice President of each of the

  foregoing companies

  



 

















 


BELLVILLE TUBE GENERAL, LLC
LONE STAR NEVADA HOLDINGS, LLC, 
formerly known as Belleville Tube Limited, LLC


 


	
  By:

  	
   

  	
  /s/ Robert F. Spears

  	
   

  
	
  Name:

  	
  Robert F. Spears

  
	
  Title:

  	
  Vice President of each of the

  foregoing limited liability companies

  



 


NEW
GUARANTORS:


 


WHEELING MACHINE PRODUCTS GENERAL,
LLC
DELTA TUBULAR PROCESSING GENERAL, LLC

DELTA TUBULAR INTERNATIONAL GENERAL, LLC  

STAR
TUBULAR TECHNOLOGIES (YOUNGSTOWN), INC.


 


 


	
  By:

  	
   

  	
  /s/ Robert F. Spears

  	
   

  
	
  Name:

  	
  Robert F. Spears

  	
   

  
	
  Title:

  	
  Vice President of each of the

  	
   

  
	
   

  	
  foregoing companies

  	
   

  



 


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:

  	
  Assistant Vice
  President

  	
   

  



 


Revolving Loan Commitment:  $25,000,000.00


 

















 


LASALLE
NATIONAL BANK

as Lender


 


	
  By:

  	
  /s/ June
  Courtney

  	
   

  
	
  Name:

  	
  June Courtney

  
	
  Title:

  	
  Senior Vice
  President

  
					



 


Revolving Loan Commitment:  $10,000,000.00


 


 


CONGRESS
FINANCIAL CORPORATION (SOUTHWEST)

as Lender


 


	
  By:

  	
  /s/ Joe T. Curdy

  	
   

  
	
  Name:

  	
  Joe T. Curdy

  
	
  Title:

  	
  Vice President

  
					



 


Revolving Loan Commitment:  $25,000,000.00


 

















 


EXHIBIT
A

to

SIXTH AMENDED AND RESTATED FINANCING
AGREEMENT


 


Addition
to Schedule 1


 


	
  Debtor

  	
   

  	
  Secured

  Party

  	
   

  	
  Financing

  Statement #

  	
   

  	
  Date of

  Filing

  	
   

  	
  Collateral

  	
   

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Addition
to Schedule 7(l)


 


Exact Name of Obligors:


 


	
  Name of Entity

  	
   

  	
  State of Incorporation

  
	
  Wheeling Machine
  Products

  General, LLC

  	
   

  	
  Nevada

  
	
  Delta Tubular
  Processing General,

  LLC

  	
   

  	
  Nevada

  
	
  Delta Tubular
  International

  General, LLC

  	
   

  	
  Nevada

  



 


Federal Tax I.D. No.:


 


	
  Name of Entity

  	
   

  	
  Federal Tax I.D. No.

  
	
  Wheeling Machine
  Products

  General, LLC

  	
   

  	
  Applied For

  
	
  Delta Tubular
  Processing General,

  LLC

  	
   

  	
  Applied For

  
	
  Delta Tubular
  International

  General, LLC

  	
   

  	
  Applied For

  



 


Chief Executive Office(s):


 


Wheeling Machine Products General, LLC


15660 Dallas Parkway, Suite 500


Dallas, Texas 75248


 


Delta Tubular Processing General, LLC


15660 Dallas Parkway, Suite 500


Dallas, Texas 75248


 

















 


Delta Tubular International General, LLC 


15660 Dallas Parkway, Suite 500


Dallas, Texas 75248


 


 


Tradenames:


 


None


 


Prior Names:


 


	
  Name of Entity

  	
   

  	
  Prior Name

  
	
  Wheeling Machine
  Products

  General, LLC

  	
   

  	
  None

  
	
  Delta Tubular
  Processing General,

  LLC

  	
   

  	
  None

  
	
  Delta Tubular
  International

  General, LLC

  	
   

  	
  None

  



 


Charter No.:


 


	
  Name of Entity

  	
   

  	
  Charter No.

  
	
  Wheeling Machine
  Products

  General, LLC

  	
   

  	
  LLC12883-2003
  (Filing

  Number)

  
	
  Delta Tubular
  Processing General,

  LLC

  	
   

  	
  LLC12843-2003
  (Filing

  Number)

  
	
  Delta Tubular
  International

  General, LLC

  	
   

  	
  LLC12884-2003
  (Filing

  Number)

  



 


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 Technologies, Inc.:


 


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