CONTRIBUTION AGREEMENT AMONG LONE STAR TECHNOLOGIES, INC., WELSPUN PIPES, INC. AND WELSPUN-LONE STAR TUBULARS LLC

Exhibit 10.2

CONTRIBUTION AGREEMENT

AMONG

LONE STAR TECHNOLOGIES, INC.,

WELSPUN PIPES, INC.

AND

WELSPUN-LONE STAR TUBULARS LLC

Dated as of December 20, 2006

TABLE OF CONTENTS

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CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this " Agreement ") is made and entered into as of the 20 th  day of December, 2006, by and among Lone Star Technologies, Inc., a Delaware corporation (" Lone Star "), Welspun Pipes, Inc., a Delaware corporation (" Welspun "), and Welspun-Lone Star Tubulars LLC, a Delaware limited liability company (the " Company ").  Each of Lone Star and Welspun are periodically referred to herein as a " Member " and collectively as the " Members ."

WHEREAS, Lone Star and Welspun have caused the Company to be formed on December 19, 2006, as a limited liability company under the Act (the " Act ");

WHEREAS, Lone Star owns 40% and Welspun owns 60% of the outstanding interest in the Company; and

WHEREAS, upon the terms and subject to the conditions contained in this Agreement, Lone Star and Welspun desire to make certain contributions to the Company, and the Company desires to accept such contributions from Lone Star and Welspun;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1            Defined Terms .

As used herein, the following terms shall have the following meanings, unless the context otherwise requires:

" Act " means the Delaware Limited Liability Company Act, Title 6, Chapter 18, Delaware Code Annotated as it may be amended from time to time, and any successor to such Act.

" Actions " means any suit, action, claim, hearing, administrative action, demand letter, investigation by any Governmental Authority, notice of violation, or proceeding arising out of any violation or alleged violation of any Law, breach or alleged breach of any Contract or violation or alleged violation relating to any Person.

" Affiliate " of a specified person (the " Specified Person ") means any Person (a) who, directly or indirectly, controls, is controlled by, or is under common control with the Specified Person, (b) who, directly or indirectly, owns or controls more than fifty percent (50%) of the Specified Person’s outstanding voting securities or equity interests, (c) of whom the Specified Person, directly or indirectly, owns or controls more than fifty percent (50%) of the outstanding voting securities or equity interests or (d) who has the right, directly or indirectly, to appoint or elect more than fifty percent (50%) of the Specified Person’s board of directors or equivalent managing body.

" Agreement " has the meaning set forth in the introductory paragraph hereof.

" Ancillary Agreement " means each of the JV Agreement, the Mutual Services Agreement, the Lone Star Trademark License and the Welspun Trademark License.

" Arbitration " has the meaning set forth in Section 11.10 hereof.

" Business Day " shall have the meaning set forth in the JV Agreement.

" Capital Contribution " means the total amount of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or perform services, or other valuable consideration contributed to the Company by each Member pursuant to the terms of this Agreement.  Any reference in this Agreement to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holder of the Interest of that Member.

" Certificate of Formation " means the Certificate of Formation of the Company, as amended or restated from time to time, filed with the Secretary of State of Delaware.

" Charter Documents " means the limited liability company agreement, limited partnership agreement, certificate or articles of incorporation, certificate of formation, certificate of limited partnership, by-laws, articles of association or other governing documents, as applicable, of the Person in question, as may be in effect from time to time.

" Closing " has the meaning set forth in Section 3.1 hereof.

" Closing Date " has the meaning set forth in Section 3.1 hereof.

" Company " has the meaning set forth in the introductory paragraph hereof.

" Confidentiality Agreement " means the Mutual Confidentiality and Non-Disclosure Agreement, dated June 22, 2006, between Lone Star and Welspun Parent.

" Contract " means any contract, agreement, instrument, commitment or other binding arrangement, whether written or oral.

" Governmental Authority " means any authority, regulatory or administrative agency, commission, department, board, bureau, agency, instrumentality or court of the United States of America or any other nation or sovereign state, any federal, bilateral, or multilateral governmental authority, any state, possession, territory, county, district, city, or other governmental unit or subdivision, and any branch, agency, or judicial body of any of the foregoing.

" JV Agreement " means that certain Limited Liability Company Agreement, dated as of the date hereof, by and between Lone Star and Welspun.

" Knowledge " is deemed to include knowledge, information and belief which a party would have if the party had made all reasonable enquiries and includes the knowledge, information and belief of its directors, officers and employees.

" Interest " refers to all of a Member’s rights and interests in the Company in such Member’s capacity as a Member, all as provided in the Certificate of Formation, this Agreement and the Act.

" Law " means any statute, law, treaty, ordinance, rule, regulation, instrument, directive, decree, permit, agreement, Order or injunction of or with any Governmental Authority, and includes, without limitation, rules or regulations of any regulatory or self-regulatory authority compliance with which is required by Law.

" LCIA " has the meaning set forth in Section 11.10 hereof.

" Legal Proceedings " means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims or governmental proceedings.

" Liability " means any debt, loss, damage, adverse claim, adverse Action, fines, penalties, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including

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all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

 " Lone Star " has the meaning set forth in the introductory paragraph hereof.

" Lone Star Indemnified Parties " has the meaning set forth in Section 10.2(a) hereof.

" Lone Star Trademark License " means the Lone Star Trademark License, dated as of the date hereof, between Lone Star and the Company.

" Loss " and " Losses " have the meaning set forth in Section 10.2(a) hereof.

" Material Adverse Effect " has the meaning set forth in the JV Agreement.

" Members " means Lone Star and Welspun.

" Mutual Services Agreement " means the Mutual Services Agreement, dated as of the date hereof, between Lone Star and Welspun Parent.

" Net Cash Flow " has the meaning set forth in the JV Agreement.

" Notice " means a writing, containing the information required by this Agreement to be communicated to a party, delivered or sent in the manner set forth in Section 11.12 hereof.

" Order " means any writ, judgment, decree, injunction or similar order of any Governmental Authority.

" Permits " means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Authority.

" Person " means any individual, partnership, limited liability company, corporation, cooperative, joint venture, trust, estate or other entity.

" Property " means all properties and assets that the Company may own or otherwise have an interest in from time to time.

" Sole Arbitrator " has the meaning set forth in Section 11.10 hereof.

" Specified Person " has the meaning set forth in the definition of Affiliate.

" Survival Period " has the meaning set forth in Section 10.1 hereof.

" Third Party Claim " has the meaning set forth in Section 10.3(b) hereof.

" Transfer Taxes " has the meaning set forth in Section 10.5 hereof.

" UNCITRAL " has the meaning set forth in Section 11.10 hereof.

" Welspun " has the meaning set forth in the introductory paragraph hereof.

" Welspun Capital Contributions Obligations " has the meaning set forth in Section 11.15 hereof.

 " Welspun Indemnified Parties " has the meaning set forth in Section 10.2(b) hereof.

" Welspun Parent " has the meaning set forth in Section 11.15 hereof.

" Welspun Trademark License " means the Welspun Trademark License, dated as of the date hereof, between Welspun Parent and the Company.

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ARTICLE 2

CONTRIBUTION

2.1            Contribution by Lone Star .

(a)            At the Closing, upon the terms and subject to the conditions contained herein, Lone Star shall contribute $4,000,000 in cash, in immediately available funds, to the Company; provided , however , that Lone Star’s cash contribution payable at Closing may be reduced or eliminated as provided in Section 3.2(a)(i) of the JV Agreement.

(b)            In addition, Lone Star commits to make the Capital Contributions in cash as required by Section 3.2(b) of the JV Agreement, subject to the terms and conditions of the JV Agreement.

2.2            Contribution by Welspun .

(a)            At the Closing, upon the terms and subject to the conditions contained herein, Welspun shall contribute $6,000,000 in cash, in immediately available funds, to the Company; provided , however , that Welspun’s cash contribution payable at Closing may be reduced or eliminated as provided in Section 3.2(a)(ii) of the JV Agreement.

(b)            In addition, Welspun commits to make the Capital Contributions in cash as required by Section 3.2(b) of the JV Agreement, subject to the terms and conditions of the JV Agreement.

ARTICLE 3

CLOSING

3.1            Closing Date .  The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201 at 10:00 a.m. (Dallas, Texas time) on the later of: (i) December 26, 2006 and (ii) the third (3rd) Business Day after the conditions set forth in Article 8 hereof have been satisfied or waived by the party entitled to do so, or at such other date, time and/or place as may mutually be agreed upon by the parties hereto.  The date on which the Closing is held is referred to in this Agreement as the " Closing Date ."

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ARTICLE 4

DELIVERABLES

4.1            Items to Be Delivered by Welspun .  Simultaneously with the Closing, Welspun shall deliver or transfer or cause to be delivered or transferred, as the case may be:

(a)            a duly executed JV Agreement; and

(b)            the Capital Contribution required by Section 2.2(a) ;

(c)            the Closing certificate referred to in Section 8.2(c) ;

(d)            to the Company, a duly executed Mutual Services Agreement;

(e)            to the Company, a duly executed Welspun Trademark License; and

(f)             a properly completed and executed IRS Form W-9.

4.2            Items to Be Delivered by Lone Star .  Simultaneously with the Closing, Lone Star shall deliver or cause to be delivered:

(a)            a duly executed JV Agreement;

(b)            the Capital Contribution required by Section 2.1(a) ;

(c)            the Closing certificate referred to in Section 8.1(c) ;

(d)            to the Company, a duly executed Mutual Services Agreement;

(e)            to the Company, a duly executed Lone Star Trademark License; and

(f)             a properly completed and executed IRS Form W-9.

4.3            Items to Be Delivered by the Company .  Simultaneously with the Closing, the Company shall deliver or transfer or cause to be delivered or transferred, as the case may be:

(a)            a duly executed Mutual Services Agreement;

(b)            to Welspun Parent, a duly executed Welspun Trademark License; and

(c)            to Lone Star, a duly executed Lone Star Trademark License.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF WELSPUN

Welspun hereby represents and warrants to Lone Star that:

5.1            Existence and Good Standing .  Welspun is validly existing and in good standing under the Laws of Delaware and is duly qualified to do business in all jurisdictions where it is so required to qualify, except where the failure to be so qualified would not have a Material Adverse Effect.  Welspun Parent is validly existing under the Laws of India and is duly qualified to do business in all jurisdictions where it is so required to qualify, except where the failure to be so qualified would not have a Material Adverse Effect.

5.2            Authorization of Agreement .

(a)            Each of Welspun and Welspun Parent has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, and each of Welspun and Welspun Parent has all requisite corporate power and authority to perform all of its respective obligations under this Agreement and the Ancillary Agreements, in each case, to which it is a party.  Each of Welspun Parent and Welspun has taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party.

(b)            The execution and delivery of this Agreement and the Ancillary Agreements to which Welspun and Welspun Parent is a party does not require Welspun or Welspun Parent to obtain any approval or consent of, or make any notice to or filing with, any Person or Governmental Authority, other than approvals, consents, notices and filings obtained or made prior to the date hereof or as listed on Schedule 5.2(b) hereto.

(c)            Following execution and delivery by the parties hereto or thereto, this Agreement and each of the Ancillary Agreements to which Welspun and Welspun Parent is a party will constitute the legal, valid and binding obligations of Welspun and Welspun Parent, as applicable, enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the rights of creditors generally, or (ii) limitations imposed by applicable Law or equitable principles upon the enforceability of any of the remedies, covenants or other provisions of this Agreement or such Ancillary Agreements and upon the availability of injunctive relief or other equitable remedies.

5.3            Conflicts; Consents of Third Parties .  Subject to obtaining any consents or approvals or making any notice or filing referred to on Schedule 5.3 hereto and except for the Permits listed on Schedule 5.3 , the execution, delivery and performance of this Agreement or any of the Ancillary Agreements to which Welspun and Welspun Parent is a party does not conflict with or result in a violation of (i) the Charter Documents of Welspun or Welspun Parent, (ii) any Law or Order applicable to Welspun, Welspun Parent or any of their respective assets and properties or, (iii) currently or with the

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passage of time, any Contract or Permit to which Welspun or Welspun Parent is a party or by which any of the properties or assets of Welspun or Welspun Parent are bound.  There are no Actions pending or, to the Knowledge of Welspun and Welspun Parent, threatened against Welspun or Welspun Parent relating to or affecting Welspun, Welspun Parent or any of their respective assets and properties that could reasonably be expected to result in the issuance of an Order (i) restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements to which Welspun or Welspun Parent is a party or (ii) that would be likely to result in a Material Adverse Effect.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF LONE STAR

Lone Star hereby represents and warrants to Welspun that:

6.1            Existence and Good Standing .  Lone Star is validly existing and in good standing under the Laws of Delaware and is duly qualified to do business in all jurisdictions where it is so required to qualify, except where the failure to be so qualified would not have a Material Adverse Effect.

6.2            Authorization of Agreement .

(a)            Lone Star has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and Lone Star has all requisite corporate power and authority to perform all of its respective obligations under this Agreement and the Ancillary Agreements to which Lone Star is a party.  Lone Star has taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Lone Star is a party.

(b)            The execution and delivery of this Agreement and the Ancillary Agreements to which Lone Star is a party does not require Lone Star to obtain any approval or consent of, or make any notice to or filing with, any Person or Governmental Authority, other than approvals, consents, notices and filings obtained or made prior to the date hereof or as listed on Schedule 6.2(b) hereto.

(c)            Following execution and delivery by the parties hereto or thereto, this Agreement and each of the Ancillary Agreements to which Lone Star is a party will constitute Lone Star’s legal, valid and binding obligations, enforceable in accordance with their terms, subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the rights of creditors generally or (ii) limitations imposed by applicable Law or equitable principles upon the enforceability of any of the remedies, covenants or other provisions of this Agreement or such Ancillary Agreements and upon the availability of injunctive relief or other equitable remedies.

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6.3            Conflicts; Consents of Third Parties .  Subject to obtaining any consents or approvals or making any notice or filing referred to on Schedule 6.3 hereto, the execution, delivery and performance of this Agreement or any of the Ancillary Agreements to which Lone Star is a party does not conflict with or result in a violation of (i) the Charter Documents of Lone Star, (ii) any Law or Order applicable to Lone Star or any of its assets and properties or (iii) any Contract or Permit to which Lone Star is a pa