Exhibit
10.34


 


 


SEVENTH AMENDMENT

TO AMENDED AND RESTATED FINANCING AGREEMENT


 


THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED
FINANCING AGREEMENT (this “Amendment”) is made and entered into
effective as of December 16, 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 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”) and STAR
TUBULAR


 


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TECHOLOGIES (YOUNGSTOWN),
INC., an Ohio corporation (“STT Ohio”) (herein EHI, Zinklahoma, Steel
International, Steel Sales, Rotac, ST Holdings, BTG, Nevada Holdings, STT,
Wheeling General, Delta Processing General, Delta International General and STT
Ohio, each individually as “Guarantor” and collectively as the “Guarantors”),
and STAR ENERGY GROUP, LLC, a Delaware limited liability company (“SEG”
or the “New Guarantor”).


 


RECITALS:


 


A.                                   WHEREAS,
pursuant to the terms and subject to the conditions of that certain Amended and
Restated Financing Agreement dated as of October 8, 2001 between the Agent, the
Companies and the Guarantors (such Amended and Restated Financing Agreement, as
the same is hereby amended and may hereafter be amended from time to time,
being hereinafter referred to as the “Agreement”), the Companies were
granted a $100,000,000 revolving line of credit which included a letter of
credit facility;


 


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, and (d) the guarantee of Wheeling General, Delta
Processing General, Delta International General and STT Ohio pursuant to that
certain Guaranty dated August 29, 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 Revolving Line of Credit (as defined in the Agreement)
to $125,000,000 and add SEG 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 Restatement of Definition of “Acquisition”.  Effective as of the date of execution of this Amendment, the
definition of “Acquisition” set forth in Section 1 of the Agreement is amended
and restated to read in its entirety as follows:


 


“Acquisition shall mean
the purchase or other acquisition (including merger or consolidation) of any or
all of the following:  (a) more
than 50% of the Capital Stock of any Person; and (b) all or a part of the assets
of, or all or any part of a division of, any Person.”


 


2.02                        Amendment and Restatement of Definition of
“Anniversary Date”.  Effective as of the date of execution of
this Amendment, the definition of “Anniversary Date” set forth in Section 1 of
the Agreement is amended and restated to read in its entirety as follows:


 


“Anniversary Date
shall mean December 16, 2006 and the same date in every year thereafter.”


 


2.03                        Amendment
and Restatement of Definition of “Early Termination Fee”.  Effective as of the date of execution of
this Amendment, the definition of “Early Termination Fee” set forth in Section
1 of the Agreement is amended and restated to read in its entirety as follows:


 


“Early Termination Fee  shall:
(a)  mean the fee the Agent on
behalf of the Lenders is entitled to charge the Companies in the event the
Parent terminates the Revolving Line of Credit or this Financing Agreement on a
date prior to an Anniversary Date (the period from the Early Termination Date
to the Anniversary Date being herein called the “Early Termination Period”);
and (b) be determined by
multiplying the Revolving Line of Credit by (x) two percent (2%) per annum for
the portion, if any, of the Early Termination


 


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Period occurring on or before one (1) year from the
Seventh Amendment Closing Date, (y) one percent (1%) per annum for the portion,
if any, of the Early Termination Period occurring after one (1) year from the
Seventh Amendment Closing Date but on or before two (2) years from the Seventh
Amendment Closing Date; and (z) one-half of one percent (1/2%) per annum for
the portion, if any, of the Early Termination Period occurring after two (2)
years from the Seventh Amendment Closing Date but prior to an Anniversary Date,
in each case for partial years, prorated on the basis of the number of days
from the Early Termination Date to the end of such partial year.”


 


2.04                        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 and
throughout the Agreement shall be amended to include SEG (in addition to the
existing Guarantors).


 


2.05                        Amendment
and Restatement of Definition of “Permitted Merger”.  Effective as of the date of execution of
this Amendment, the definition of “Permitted Merger” set forth in Section 1 of
the Agreement is amended and restated to read in its entirety as follows:


 


“Permitted
Merger shall mean (a) the merger or consolidation of
any Guarantor with or into any other Guarantor, (b) the merger or
consolidation of any Guarantor with or into any Company as long as such Company
is the surviving Person, (c) the merger or consolidation of a Company into
another Company, (d) conversion of an Obligor into a different type of entity,
and (e) a merger or consolidation which is a Permitted Acquisition.”


 


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


 


“Revolving Line of Credit shall mean the
aggregate commitment of the Lenders to make loans and advances pursuant to Section
3 of this Financing Agreement and issue Letters of Credit Guaranties pursuant
to Section 5 hereof to the Companies, in the aggregate amount of $125,000,000.”


 


2.07                        New
Definition.  Effective as of the date of this Amendment,
Section 1 of the Agreement is amended by adding the following new definition
thereto, to be inserted in appropriate alphabetical order:


 


“Seventh Amendment Closing Date shall mean December 16, 2003.”


 


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2.08                        Amendment of Subparagraph 7.5(a).  Effective as of the date hereof, the first sentence of clause
(a) of Paragraph 7.5 of Section 7 of the Agreement is hereby amended
in its entirety to read as follows:


 


“Each of the Obligors agrees to maintain insurance on
its Real Estate (other than undeveloped acreage), Equipment and Inventory under
such policies of insurance, with such insurance companies, in such reasonable
amounts and covering such insurable risks as are at all times reasonably
satisfactory to the Agent, Agent agreeing that flood insurance is not required
on any of the Real Estate owned by the Obligors as of the Seventh Amendment
Closing Date.”


 


2.09                        Amendment of Paragraph 7.8. 
Effective as of the date hereof, clause (b) of Paragraph 7.8 of
Section 7 of the Agreement is hereby amended in its entirety to read as
follows:


 


“(b) within forty five (45) days after the end of each
Fiscal Quarter a Consolidated Balance Sheet and Consolidating Balance Sheet as
at the end of such period and statements of profit and loss, cash flow and shareholders’
equity of the Companies and their consolidated subsidiaries, certified by an
authorized financial or accounting officer of the Companies; provided, however,
during any time when there are Revolving Loans outstanding, the financial
statements required by this clause (b) shall be prepared as of the end of each
calendar month and delivered within thirty (30) days after the end of each such
calendar month;”


 


2.10                        Amendment of Subparagraph 7.9(f).  Effective as of the date hereof, Subparagraph 7.9(f) of
Section 7 of the Agreement is hereby amended in its entirety to read as
follows:


 


“Assume, guarantee, endorse, or otherwise become
liable upon the obligations of any person, firm, entity or corporation, except
by the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business and except (i) for
assumptions or guaranties of Permitted Indebtedness and (ii) for assumptions
and guaranties of accounts payable and other liabilities in connection with a
Permitted Acquisition or Permitted Merger;”


 


2.11                        Amendment of Subparagraphs 7.10(a) and 7.10(b).  Effective as of the date hereof,
Subparagraphs 7.10(a) and 7.10(b) of Section 7 of the Agreement are hereby
amended in their entirety to read as follows:


 


“(a)                            maintain
at all times during each Fiscal Quarter a Net Worth of not less than
$174,000,000, such amount to be increased on the last day of each successive
Fiscal Quarter, beginning with the Fiscal Quarter ending December 31,
2003, by an amount


 


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equal to the sum of (i) seventy-five percent
(75%) of the net income as defined by GAAP (with no deductions for net losses)
of the Companies and their consolidated subsidiaries during such Fiscal Quarter
(income of Subsidiaries acquired during any Fiscal Quarter shall be included
for only the period from the date of acquisition to the end of such Fiscal
Quarter), plus (ii) seventy-five percent (75%) of the net proceeds of any
equity issuance received by any Company during such Fiscal Quarter, and
decreased by (iii) the amount of any write-down of goodwill subsequent to
June 30, 2001, as a result of a determination that the value of the
goodwill or the acquired business related thereto is impaired; provided,
however, during any time when there are Revolving Loans outstanding, the
foregoing Net Worth covenant shall be tested at the end of each calendar month.


 


(b)                                 if
at any time Availability is less than $40,000,000 (the “Fixed Charge
Coverage Ratio Event”), the Companies shall maintain as of the end of the
Fiscal Quarter immediately prior to the date the Fixed Charge Coverage Ratio
Event occurred and each Fiscal Quarter thereafter for the 12 month period
ending with each such Fiscal Quarter, a Fixed Charge Coverage Ratio of not less
than 1.25 to 1.00; provided, however, during any time when there
are Revolving Loans outstanding, the foregoing Fixed Charge Coverage Ratio
covenant shall be tested at the end of each calendar month for the 12 month
period ending with each such calendar month.”


 


 


2.12                        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


 


2.13                        Revolving
Loan Commitment. 
Effective as of the date of execution of this Amendment, the Revolving
Loan Commitment for each Lender will be the amount set forth under each
Lender’s name on the signature page hereof.


 


 


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, SEG agrees (a) 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”), (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 SEG 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


 


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hereof, a guaranty
agreement (in form and substance satisfactory to Agent) guaranteeing the prompt
payment and performance of all of the Obligations.   SEG 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. 
SEG 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 Guarantors and SEG;


 


(ii)                                  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;


 


(iii)                               Fifth
Amendment to Stock Pledge Amendment duly signed by the Parent pledging all of
its ownership interest in SEG;


 


(iv)                              Pledge
Agreement duly signed by SEG pledging all of its membership interests in Nevada
Holdings, BTG, Wheeling General, Delta Processing General and Delta
International General;


 


(v)                                 A
Guaranty duly signed by SEG;


 


(vi)                              Opinion
from Fulbright & Jaworski L.L.P. opining, in form and substance
satisfactory to Agent, which shall cover such matters


 


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incident to the
transactions contemplated by this Amendment as Agent may reasonably require and
the Companies, the Guarantors and SEG hereby authorize and direct such counsel
to deliver such opinions to 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.


 


(e)                                  The
Companies shall pay Agent an amendment fee in the amount of $343,750 for the
financial accommodations provided herein, such amendment fee to be distributed
by Agent as follows:  (i) $100,000 to
CITBC, (ii) $81,250 to CFC, (iii) $81,250 to FCC, and (iv) $81,250 to LaSalle.


 


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.


 


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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


 


11

















 


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]


 


12

















 


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
LONE STAR NEVADA HOLDINGS, LLC,

formerly known as Belleville Tube Limited, LLC

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

DELTA TUBULAR INTERNATIONAL GENERAL, LLC,


 


 


	
  By:

  	
  /s/ Robert F. Spears

  	
   

  
	
  Name:

  	
  Robert F. Spears

  
	
  Title:

  	
  Vice President of each of the

  foregoing limited liability companies

  
				



 


NEW
GUARANTOR:


 


STAR
ENERGY GROUP, 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 T. Curdy

  	
   

  
	
  Name:

  	
  Joe T. Curdy

  
	
  Title:

  	
  Vice President

  
					



 


Revolving Loan Commitment:  $30,000,000.00


 

















 


EXHIBIT
A


to


SEVENTH
AMENDED AND RESTATED FINANCING AGREEMENT


 


Addition
to Schedule 1


 


None


 


Addition
to Schedule 7(l)


 


Exact Name of Obligor:


Star Energy Group, LLC


 


 


State of Incorporation:


Delaware


 


 


Federal Tax I.D. No.:


20-0307551


 


 


Chief Executive Office(s):


15660 Dallas Parkway, Suite 500


Dallas, Texas 75248


 


 


Tradenames:


None


 


 


Prior Names:


None


 


 


Charter No.:


DE3707019 (Filing Number)


 

















 


Addition
to Schedule 7(14)(f)


 


Locations of Owned Real Property:


 


None


 


Locations of Leased Real Property:


 


333 N. Sam Houston Parkway, Suite 405/406


Houston, TX 
77060


 


 


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.:


 


Star Energy Group, LLC


 


Additions
to Schedule 7(14)(p)


 


None