TRADEMARK LICENSE AGREEMENT

Exhibit 10.5

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (“ Agreement ”) is entered into as of December 20, 2006 (“ Effective Date ”) by and between Welspun Pipes, Inc., a Delaware corporation (“ Licensor ”) and Welspun-Lone Star Tubulars LLC, a limited liability company (“ JV ”).

WHEREAS, Licensor is a licensee of the Licensed Mark (as defined below) and has the power to sublicense the Licensed Mark to JV;

WHEREAS, pursuant to that certain Limited Liability Company Agreement dated December 20, 2006 between Licensor and Lone Star Technologies, Inc. (“ LST ”) (“ JV Agreement ”), Licensor and LST will form the JV to, among other things, engage in the manufacture and sale of spiral weld pipe;

WHEREAS, pursuant to the JV Agreement, Lone Star Steel Company, L.P. (“ LSS, ” and collectively with LST, “ Lone Star ”) and JV have entered into that certain Trademark License Agreement (“ Lone Star License Agreement ”) dated on or about the date hereof, whereby LSS has agreed to grant JV a non-exclusive license to use certain Marks (the “ Lone Star Marks ”) in connection JV’s business and products on the terms and conditions set forth in the Lone Star License Agreement; and

WHEREAS, in accordance with the JV Agreement and in partial consideration of the amounts paid by the parties pursuant to the JV Agreement, Licensor agrees to grant JV, and JV desires to receive from Licensor, a non-exclusive sublicense to use the Licensed Mark in connection with JV’s business and products on the terms and conditions set forth in this Agreement.

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

1.              Definitions.

1.1            “ 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.

1.2            “ Business Day ” means a day on which banks are open for general banking business in Dallas, Texas, the United States of America (excluding Saturdays, Sundays and public holidays).

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1.3            “ Licensed Mark ” means the mark the set forth in Exhibit A attached hereto and all trademark and service mark applications and registrations for such mark worldwide.  The parties acknowledge and agree that Exhibit A may be amended as agreed upon by both parties in writing from time to time during the term of this Agreement.

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

1.5            “ Territory ” means worldwide.

2.              License Grant.

2.1            License Grant .  Subject to the terms and conditions of this Agreement, Licensor hereby grants to JV a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully-paid up, perpetual (subject to Section 5.2 ) sublicense to use the Licensed Mark in connection with JV’s business and products (including, without limitation, as JV’s corporate name, tradename, trademarks, service marks and logos, or any part of any of the foregoing) solely in the Territory; provided that the Licensed Mark are used only: (a) in combination with the Lone Star Marks to identify JV as the source of products manufactured and sold by JV (any such combination shall be referred to in this Agreement as a “ JV Mark ”); and (b) in connection with the manufacture and sale of helical submerged arc welded steel line pipe (including such line pipe used for water lines) manufactured at JV facilities located in North America.

2.2            Licensor’s Right to Sublicense .  Licensor hereby represents, warrants and covenants that:

(a)            one or more of its Affiliates are the full and absolute owners of the Licensed Mark;

(b)            it has, and for the duration of this Agreement will maintain, licenses from each of the owners of the Licensed Mark, wherein all such licenses cumulatively permit Licensor to grant the rights and sublicenses granted under this Agreement according to the terms and conditions set forth in this Agreement; and

(c)            it is in possession of documentation evidencing to the reasonable satisfaction of Lone Star that Licensor has been granted licenses permitting Licensor to sublicense the Licensed Mark in accordance with subsection (b), and will reasonably provide all such evidence to Lone Star upon request.

3.              Ownership.

3.1            Licensor acknowledges that (a) as between Licensor and JV, JV owns all rights, title and interest in and to the JV Marks, (b) except as set forth herein, JV has no

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rights, title or interest in or to the JV Marks and (c) all use of the JV Marks by JV shall inure to the benefit of JV.

3.2            JV acknowledges that (a) as between Licensor and JV, Licensor (and/or its Affiliates) owns all rights, title and interest in and to the Licensed Mark, (b) except as set forth herein, JV has no rights, title or interest in or to the Licensed Mark and (c) all use of the Licensed Mark by JV shall inure to the benefit of Licensor (and/or its Affiliates).

3.3            JV agrees not to (and agrees not to permit or assist any third party to): (a) challenge, contest or make any claim adverse to ownership of any Licensed Mark by Licensor and/or its Affiliates or the validity of any Licensed Mark or the sublicense granted to JV in Section 2 above; (b) except as expressly permitted by the terms of this Agreement, attempt to register any Licensed Mark or any mark confusingly similar thereto; or (c) take any action that might harm or tarnish the reputation or goodwill of any Licensed Mark or Licensor.  If, at any time, JV acquires any rights, title or interest in, or registrations or applications for, the Licensed Mark, JV agrees to immediately, upon Licensor’s request and at no expense to Licensor, assign all such rights, title, interest, registrations and applications to Licensor (or, as applicable, its Affiliates), along with any and all associated goodwill.

3.4            Licensor agrees to cooperate with Lone Star and JV to file applications for, prosecute, and maintain the registration of JV Marks in each North American country and other countries as approved from time to time by both of Licensor and Lone Star.  Upon any termination of this Agreement pursuant to Section 5.2: (a) JV shall abandon any and all JV Marks incorporating the Licensed Mark and any rights therein (including, without limitation, all contractual, statutory and common law rights); and (b) Licensor and JV will cooperate with Lone Star to withdraw any pending applications for the registration of any JV Marks, cancel any JV Marks registered pursuant to this Section, and otherwise take any and all actions reasonably necessary to effectuate JV’s abandonment of any and all JV Marks incorporating the Licensed Mark.

4.              Quality Control Standards; Compliance with Laws.

4.1            For Licensor’s trademark quality control purposes, upon Licensor’s prior written request, JV shall furnish to Licensor a sample of products and materials bearing the Licensed Mark that JV then currently distributes or intends to distribute.  If Licensor reasonably and in good faith believes the samples bearing the Licensed Mark do not meet the Minimum Quality Threshold (as defined below), Licensor shall notify JV in writing, and JV shall have a reasonable period of time (but in no event more than 30 days from the date of receipt of notice) to make the changes and/or corrections that the parties mutually agree are necessary to protect the Licensed Mark.  For purposes of this Agreement, “ Minimum Quality Threshold ” shall mean, with respect to each product bearing the Licensed Mark, the level of quality necessary to comply: (a) in all material respects, with the respective specifications and technical requirements of JV’s customers applicable to such product