Exhibit 10.24
  EXECUTION COPY
 


[Published CUSIP Number:           ]


CREDIT
AGREEMENT


Dated
as of December 1, 2006


among


IPSCO
Inc.,


The
Designated Borrowers Party Hereto,


The
Guarantors Party Hereto,


BANK
OF AMERICA, N.A.,


as
Administrative Agent, Swing Line Lender and an L/C Issuer,


The
Other Lenders Party Hereto,


BANC
OF AMERICA SECURITIES LLC,


J.
P. MORGAN SECURITIES INC.


and


TD
SECURITIES,


as
Joint Bookrunners and Co-Lead Arrangers,


JPMORGAN
CHASE BANK, N.A.


and


THE
TORONTO-DOMINION BANK,


as
Co-Syndication Agents,


and


ROYAL
BANK OF CANADA


and


ABN
AMRO BANK N.V.,


as
Co-Documentation Agents


 



   
 













 


TABLE OF CONTENTS


	
  Section

  	
  Page

  



 


Table of Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  	
   

  
	
  1.02

  	
   

  	
  Other Interpretive
  Provisions

  	
   

  	
  31

  	
   

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  32

  	
   

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  32

  	
   

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  33

  	
   

  
	
  1.06

  	
   

  	
  Letter of Credit
  Amounts

  	
   

  	
  33

  	
   

  
	
  1.07

  	
   

  	
  Exchange Rates;
  Currency Equivalents

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  THE COMMITMENTS AND CREDIT EXTENSIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  The Loans and Letters
  of Credit

  	
   

  	
  33

  	
   

  
	
  2.02

  	
   

  	
  Borrowings, Conversions
  and Continuations of Loans

  	
   

  	
  38

  	
   

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  40

  	
   

  
	
  2.04.A

  	
   

  	
  U.S. Swing Line Loans

  	
   

  	
  47

  	
   

  
	
  2.04.B

  	
   

  	
  Canadian Swing Line
  Loans

  	
   

  	
  49

  	
   

  
	
  2.05

  	
   

  	
  BA Loans

  	
   

  	
  52

  	
   

  
	
  2.06

  	
   

  	
  Prepayments

  	
   

  	
  52

  	
   

  
	
  2.07

  	
   

  	
  Termination or
  Reduction of Commitments

  	
   

  	
  54

  	
   

  
	
  2.08

  	
   

  	
  Repayment of Loans

  	
   

  	
  54

  	
   

  
	
  2.09

  	
   

  	
  Interest

  	
   

  	
  55

  	
   

  
	
  2.10

  	
   

  	
  Fees

  	
   

  	
  56

  	
   

  
	
  2.11

  	
   

  	
  Computation of Interest
  and Fees

  	
   

  	
  57

  	
   

  
	
  2.12

  	
   

  	
  Evidence of
  Indebtedness

  	
   

  	
  57

  	
   

  
	
  2.13

  	
   

  	
  Payments Generally;
  Administrative Agent’s Clawback

  	
   

  	
  57

  	
   

  
	
  2.14

  	
   

  	
  Sharing of Payments by
  Lenders

  	
   

  	
  59

  	
   

  
	
  2.15

  	
   

  	
  Increase in Revolving
  Credit Commitments

  	
   

  	
  61

  	
   

  
	
  2.16

  	
   

  	
  Increase in Term
  Commitments

  	
   

  	
  62

  	
   

  
	
  2.17

  	
   

  	
  Drawings of Bankers’
  Acceptances and Notional Bankers’ Acceptances

  	
   

  	
  63

  	
   

  
	
  2.18

  	
   

  	
  Renewal and Conversion
  of Bankers’ Acceptances

  	
   

  	
  66

  	
   

  
	
  2.19

  	
   

  	
  Designated Borrowers

  	
   

  	
  68

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  TAXES, YIELD PROTECTION AND ILLEGALITY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  69

  	
   

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  71

  	
   

  



 



 ii
 






 



 


	
  3.03

  	
   

  	
  Inability to Determine
  Rates

  	
   

  	
  72

  	
   

  
	
  3.04

  	
   

  	
  Increased Costs

  	
   

  	
  72

  	
   

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  73

  	
   

  
	
  3.06

  	
   

  	
  Mitigation Obligations;
  Replacement of Lenders

  	
   

  	
  74

  	
   

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Initial
  Credit Extension

  	
   

  	
  74

  	
   

  
	
  4.02

  	
   

  	
  Conditions to all
  Credit Extensions

  	
   

  	
  77

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  REPRESENTATIONS AND WARRANTIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence,
  Qualification and Power; Compliance with Laws

  	
   

  	
  78

  	
   

  
	
  5.02

  	
   

  	
  Authorization; No
  Contravention

  	
   

  	
  78

  	
   

  
	
  5.03

  	
   

  	
  Governmental
  Authorization; Other Consents

  	
   

  	
  78

  	
   

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  78

  	
   

  
	
  5.05

  	
   

  	
  Financial Statements;
  No Material Adverse Effect

  	
   

  	
  78

  	
   

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  79

  	
   

  
	
  5.07

  	
   

  	
  Ownership of Property

  	
   

  	
  79

  	
   

  
	
  5.08

  	
   

  	
  Environmental
  Compliance

  	
   

  	
  79

  	
   

  
	
  5.09

  	
   

  	
  Insurance

  	
   

  	
  80

  	
   

  
	
  5.10

  	
   

  	
  Taxes

  	
   

  	
  80

  	
   

  
	
  5.11

  	
   

  	
  Pension Legislation
  Compliance

  	
   

  	
  80

  	
   

  
	
  5.12

  	
   

  	
  Subsidiaries; Equity
  Interests; Loan Parties

  	
   

  	
  81

  	
   

  
	
  5.13

  	
   

  	
  Margin Regulations;
  Investment Company Act

  	
   

  	
  81

  	
   

  
	
  5.14

  	
   

  	
  Disclosure

  	
   

  	
  81

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  AFFIRMATIVE COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  81

  	
   

  
	
  6.02

  	
   

  	
  Certificates; Other
  Information

  	
   

  	
  82

  	
   

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  83

  	
   

  
	
  6.04

  	
   

  	
  Payment of Taxes

  	
   

  	
  84

  	
   

  
	
  6.05

  	
   

  	
  Preservation of
  Existence, Etc.

  	
   

  	
  84

  	
   

  
	
  6.06

  	
   

  	
  Maintenance of
  Insurance

  	
   

  	
  84

  	
   

  
	
  6.07

  	
   

  	
  Compliance with Laws

  	
   

  	
  84

  	
   

  
	
  6.08

  	
   

  	
  Books and Records

  	
   

  	
  84

  	
   

  
	
  6.09

  	
   

  	
  Inspection Rights

  	
   

  	
  84

  	
   

  
	
  6.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  85

  	
   

  
	
  6.11

  	
   

  	
  Covenant to Guarantee
  Obligations

  	
   

  	
  85

  	
   

  
	
  6.12

  	
   

  	
  Compliance with
  Environmental Laws

  	
   

  	
  85

  	
   

  



 



 iii
 






 



 


	
  

  	
   

  	
  ARTICLE VII

  NEGATIVE COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  85

  	
   

  
	
  7.02

  	
   

  	
  Indebtedness

  	
   

  	
  88

  	
   

  
	
  7.03

  	
   

  	
  Investments

  	
   

  	
  89

  	
   

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  91

  	
   

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  92

  	
   

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  92

  	
   

  
	
  7.07

  	
   

  	
  Change in Nature of
  Business

  	
   

  	
  94

  	
   

  
	
  7.08

  	
   

  	
  Transactions with
  Affiliates

  	
   

  	
  94

  	
   

  
	
  7.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  94

  	
   

  
	
  7.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  94

  	
   

  
	
  7.11

  	
   

  	
  Financial Covenants

  	
   

  	
  94

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  EVENTS OF DEFAULT AND REMEDIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  95

  	
   

  
	
  8.02

  	
   

  	
  Remedies upon Event of
  Default

  	
   

  	
  97

  	
   

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  97

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  ADMINISTRATIVE AGENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and
  Authority

  	
   

  	
  98

  	
   

  
	
  9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  98

  	
   

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  98

  	
   

  
	
  9.04

  	
   

  	
  Reliance by
  Administrative Agent

  	
   

  	
  99

  	
   

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  99

  	
   

  
	
  9.06

  	
   

  	
  Resignation of
  Administrative Agent

  	
   

  	
  100

  	
   

  
	
  9.07

  	
   

  	
  Non-Reliance on
  Administrative Agent and Other Lenders

  	
   

  	
  100

  	
   

  
	
  9.08

  	
   

  	
  No Other Duties, Etc.

  	
   

  	
  101

  	
   

  
	
  9.09

  	
   

  	
  Guaranty Matters

  	
   

  	
  101

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  CONTINUING GUARANTY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Parent Guaranty

  	
   

  	
  101

  	
   

  
	
  10.02

  	
   

  	
  Rights of Lenders

  	
   

  	
  102

  	
   

  
	
  10.03

  	
   

  	
  Certain Waivers

  	
   

  	
  102

  	
   

  
	
  10.04

  	
   

  	
  Obligations Independent

  	
   

  	
  102

  	
   

  
	
  10.05

  	
   

  	
  Subrogation

  	
   

  	
  102

  	
   

  
	
  10.06

  	
   

  	
  Termination;
  Reinstatement

  	
   

  	
  103

  	
   

  
	
  10.07

  	
   

  	
  Stay
  of Acceleration

  	
   

  	
  103

  	
   

  
	
  10.08

  	
   

  	
  Condition of Borrower

  	
   

  	
  103

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 iv
 






 



 


	
  

  	
   

  	
  ARTICLE XI

  MISCELLANEOUS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  103

  	
   

  
	
  11.02

  	
   

  	
  Notices and Other
  Communications; Facsimile Copies

  	
   

  	
  104

  	
   

  
	
  11.03

  	
   

  	
  No Waiver; Cumulative
  Remedies

  	
   

  	
  106

  	
   

  
	
  11.04

  	
   

  	
  Expenses; Indemnity;
  Damage Waiver

  	
   

  	
  106

  	
   

  
	
  11.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  108

  	
   

  
	
  11.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  108

  	
   

  
	
  11.07

  	
   

  	
  Treatment of Certain
  Information; Confidentiality

  	
   

  	
  113

  	
   

  
	
  11.08

  	
   

  	
  Right of Setoff

  	
   

  	
  113

  	
   

  
	
  11.09

  	
   

  	
  Interest Rate
  Limitation

  	
   

  	
  114

  	
   

  
	
  11.10

  	
   

  	
  Counterparts;
  Integration; Effectiveness

  	
   

  	
  114

  	
   

  
	
  11.11

  	
   

  	
  Survival of
  Representations and Warranties

  	
   

  	
  114

  	
   

  
	
  11.12

  	
   

  	
  Severability

  	
   

  	
  114

  	
   

  
	
  11.13

  	
   

  	
  Replacement of Lenders

  	
   

  	
  115

  	
   

  
	
  11.14

  	
   

  	
  GOVERNING LAW;
  JURISDICTION; ETC.

  	
   

  	
  115

  	
   

  
	
  11.15

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  116

  	
   

  
	
  11.16

  	
   

  	
  No Advisory or
  Fiduciary Responsibility

  	
   

  	
  116

  	
   

  
	
  11.17

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  117

  	
   

  
	
  11.18

  	
   

  	
  Time of the Essence

  	
   

  	
  117

  	
   

  
	
  11.19

  	
   

  	
  Judgment Currency

  	
   

  	
  117

  	
   

  
	
  11.20

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  118

  	
   

  
	
  11.21

  	
   

  	
  Existing Credit Agreement

  	
   

  	
  118

  	
   

  



 



 v
 






 



 


	
   SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.01

  	
   

  	
  Existing Letters of
  Credit

  	
   

  
	
   

  	
   

  	
  2.01

  	
   

  	
  Commitments and
  Applicable Percentages

  	
   

  
	
   

  	
   

  	
  2.19

  	
   

  	
  Designated Borrowers

  	
   

  
	
   

  	
   

  	
  5.01

  	
   

  	
  Loan Parties

  	
   

  
	
   

  	
   

  	
  5.03

  	
   

  	
  Certain Authorizations

  	
   

  
	
   

  	
   

  	
  5.06

  	
   

  	
  Litigation

  	
   

  
	
   

  	
   

  	
  5.08

  	
   

  	
  Environmental Matters

  	
   

  
	
   

  	
   

  	
  5.12

  	
   

  	
  Subsidiaries

  	
   

  
	
   

  	
   

  	
  7.02

  	
   

  	
  Outstanding Debt

  	
   

  
	
   

  	
   

  	
  11.02

  	
   

  	
  Administrative Agent’s
  Office, Certain Addresses for Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Form of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  Committed Loan Notice

  	
   

  
	
   

  	
   

  	
  B

  	
   

  	
  Swing Line Loan Notice

  	
   

  
	
   

  	
   

  	
  C-1

  	
   

  	
  Term Note

  	
   

  
	
   

  	
   

  	
  C-2

  	
   

  	
  Revolving Credit Note

  	
   

  
	
   

  	
   

  	
  D

  	
   

  	
  Compliance Certificate

  	
   

  
	
   

  	
   

  	
  E

  	
   

  	
  Assignment and
  Assumption

  	
   

  
	
   

  	
   

  	
  F

  	
   

  	
  Subsidiary Guaranty

  	
   

  
	
   

  	
   

  	
  G-1

  	
   

  	
  Opinion Matters — U.S.
  Counsel to Loan Parties

  	
   

  
	
   

  	
   

  	
  G-2

  	
   

  	
  Opinion Matters —
  Canadian Counsel to Loan Parties

  	
   

  
	
   

  	
   

  	
  G-3

  	
   

  	
  Opinion Matters —
  General Counsel to the Parent

  	
   

  
	
   

  	
   

  	
  H

  	
   

  	
  Notice of Drawing

  	
   

  
	
   

  	
   

  	
  I

  	
   

  	
  Designated Borrower
  Request and Assumption Agreement

  	
   

  
	
   

  	
   

  	
  J

  	
   

  	
  Designated Borrower Notice

  	
   

  



 



 vi















CREDIT
AGREEMENT


This
CREDIT AGREEMENT (“Agreement”) is entered into as of December 1, 2006 among
IPSCO INC., a public Canadian corporation (the “Parent”), certain
Subsidiaries of the Parent party hereto pursuant to Section 2.19 (each a “Designated
Borrower”, and together with the Parent, the “Borrowers” and each, a “Borrower”),
the Guarantors (as hereinafter defined), each lender from time to time party
hereto (collectively, the “Lenders” and individually, a “Lender”),
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C
Issuer, BANC OF AMERICA SECURITIES LLC, J. P. MORGAN SECURITIES INC. and TD
SECURITIES, as Joint Bookrunners and Co-Lead Arrangers, JPMORGAN CHASE BANK,
N.A. and THE TORONTO-DOMINION BANK, as Co-Syndication Agents and ROYAL BANK OF
CANADA and ABN AMRO BANK N.V., as Co-Documentation Agents.


PRELIMINARY
STATEMENTS:


Pursuant
to the agreement and plan of merger dated as of September 10, 2006 (as amended,
supplemented or otherwise modified in accordance with its terms, to the extent
permitted hereunder, the “Merger Agreement”) among the Parent, PI Acquisition Company,
a Kentucky corporation (“Merger Subsidiary”) and NS Group, Inc., a
Kentucky corporation (“Target”), Merger Subsidiary will merge (the “Merger”)
with Target, with Target as the surviving entity.


The
Borrowers have requested that (a) concurrently with the consummation of the
Merger, the Lenders lend to the Borrowers up to U.S. $250,000,000 under the
Term Facility (as hereinafter defined) and make available up to U.S.
$500,000,000 under the Revolving Credit Facility (as hereinafter defined), the
proceeds of which shall be used to finance the Merger, to refinance certain
Indebtedness, including refinancing or replacing outstanding letters of credit,
of the Parent and Target and to pay transaction fees and expenses and (b) from
time to time, the Lenders lend to the Borrowers and the L/C Issuers (as
hereinafter defined) issue Letters of Credit (as hereinafter defined) for the
account of the Borrowers and their respective Subsidiaries under the Revolving
Credit Facility.


The
Lenders have indicated their willingness to lend such amounts and the L/C
Issuers have indicated their willingness to so issue Letters of Credit, in each
case, on the terms and subject to the conditions set forth herein.


In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


1.01         Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:


“Administrative
Agent” means Bank of America in its capacity as administrative agent
under any of the Loan Documents, including, in the case of the Canadian
Revolving Credit Facility, acting through Bank of America (Canada Branch), or
any successor administrative agent.


“Administrative
Agent’s Office” means the Administrative Agent’s addresses and, as
appropriate, accounts as set forth on Schedule 11.02, or such other
addresses or accounts as the Administrative Agent may from time to time notify
to the Borrowers and the Lenders.










 



“Administrative
Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.


“Aggregate
Commitments” means the Commitments of all the Lenders.


“Agreement”
means this Credit Agreement.


“Applicable BA Acceptance Fee Percentage” means, from time to
time, the following percentages per annum, based upon the Debt Rating, as set
forth below:




	
  Applicable BA Acceptance Fee Percentage

  	
   

  
	
  Pricing Level

  	
   

  	
  Debt Rating

  (S&P/Moody’s)

  	
   

  	
  BA Acceptance Fee

  	
   

  
	
  1

  	
   

  	
  ≤ BBB / Baa2

  	
   

  	
  0.500

  	
  %

  
	
  2

  	
   

  	
  BBB- / Baa

  	
  3

  	
  0.600

  	
  %

  
	
  3

  	
   

  	
  BB+ / Ba

  	
  1

  	
  0.650

  	
  %

  
	
  4

  	
   

  	
  BB / Ba2

  	
   

  	
  0.900

  	
  %

  
	
  5

  	
   

  	
  < BB / Ba2

  	
   

  	
  1.275

  	
  %

  






Initially, the Applicable BA Acceptance Fee Percentage shall be
determined based upon the Debt Rating  in
effect on the Closing Date.  Thereafter,
each change in the Applicable BA Acceptance Fee Percentage resulting from a
publicly announced change in the Debt Rating shall be effective during the
period commencing on the date of the public announcement thereof and ending on
the date immediately preceding the effective date of the next such change.


“Applicable Percentage” means (a) in respect of the
Term Facility, with respect to any Term Lender at any time, the
percentage (carried out to the ninth decimal place) of the Term Facility
represented by (i) on or prior to the Closing Date, such Term Lender’s
Term Commitment at such time and (ii) thereafter, the principal amount of
such Term Lender’s Term Loans at such time, (b) in respect of the U.S. Revolving Credit
Facility, at any time, the percentage (carried out to the ninth decimal place)
of the U.S. Revolving Credit Facility represented by such U.S. Revolving Credit
Lender’s U.S. Revolving Credit Commitment at such time and (c) in respect of
the Canadian Revolving Credit Facility, at any time, the percentage (carried
out to the ninth decimal place) of the Canadian Revolving Credit Facility
represented by the Canadian Revolving Credit Lender’s Canadian Revolving Credit
Commitment at such time.  If the
Revolving Credit Commitment of each Revolving Credit Lender to make Revolving
Credit Loans and the obligation of the L/C Issuers to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, or if the
Revolving Credit Commitments have expired, then the Applicable Percentage of
each Revolving Credit Lender in respect of each Revolving Credit Facility shall
be determined based on the Applicable Percentage of such Revolving Credit
Lender in respect of such Revolving Credit Facility most recently in effect,
giving effect to any subsequent assignments. 
The initial Applicable Percentage of each Lender in respect of each
Facility is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.


“Applicable
Rate” means, from time to time, the following percentages per annum,
based upon the Debt Rating as set forth below:



 2
 






 



 


	
  Applicable Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Revolving Credit Facility

  	
   

  	
  Term Facility

  	
   

  	
   

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Debt Rating

  (S&P/Moody’s)

  	
   

  	
  Facility

  Fee

  	
   

  	
  Margin for

  Eurodollar

  Rate Loans

  	
   

  	
  Margin for

  Base

  Rate/U.S.

  Base Rate/

  Canadian

  Prime Rate

  Loans

  	
   

  	
  Margin for

  Eurodollar

  Rate Loans

  	
   

  	
  Margin for

  Base

  Rate/U.S.

  Base Rate/

  Canadian

  Prime Rate

  Loans

  	
   

  	
  Letter of

  Credit

  Fee

  	
   

  
	
  1

  	
   

  	
  ≤ BBB / Baa2

  	
   

  	
  0.125

  	
  %

  	
  0.500

  	
  %

  	
  0.000

  	
  %

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  	
  0.500

  	
  %

  
	
  2

  	
   

  	
  BBB- / Baa

  	
  3

  	
  0.150

  	
  %

  	
  0.600

  	
  %

  	
  0.000

  	
  %

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  	
  0.600

  	
  %

  
	
  3

  	
   

  	
  BB+ / Ba

  	
  1

  	
  0.225

  	
  %

  	
  0.650

  	
  %

  	
  0.000

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  	
  0.650

  	
  %

  
	
  4

  	
   

  	
  BB / Ba2

  	
   

  	
  0.350

  	
  %

  	
  0.900

  	
  %

  	
  0.000

  	
  %

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  	
  0.900

  	
  %

  
	
  5

  	
   

  	
  < BB / Ba2

  	
   

  	
  0.475

  	
  %

  	
  1.275

  	
  %

  	
  0.275

  	
  %

  	
  1.750

  	
  %

  	
  0.750

  	
  %

  	
  1.275

  	
  %

  



Initially, the Applicable Rate shall be determined based upon the Debt
Rating in effect on the Closing Date. 
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective during the period
commencing on the date of the public announcement thereof and ending on the
date immediately preceding the effective date of the next such change.


“Applicable Revolving Credit Percentage” means with respect to
any Lender under either Revolving Credit Facility at any time, such Lender’s
Applicable Percentage in respect of such Revolving Credit Facility at such
time.


“Applicable Time” means (i) in the case of notices under the
Canadian Revolving Credit Facility, 11:00 a.m. (New York time) or (ii) in the
case of notices under the U.S. Revolving Credit Facility or the Term Facility,
12:00 p.m. (New York time).


“Applicant Borrower” has the meaning specified in Section
2.20(b).


“Appropriate
Lender” means, at any time, (a) with respect to any of the
Term Facility, the U.S. Revolving Credit Facility or the Canadian
Revolving Credit Facility, a Lender that has a Commitment with respect to such
Facility at such time, (b) with respect to the Letter of Credit Facility
under each Revolving Credit Facility, (i) the L/C Issuers under such
Revolving Credit Facility and (ii) if any Letters of Credit have been
issued under such Revolving Credit Facility pursuant to Section 2.03(a),
the Lenders under such Revolving Credit Facility and (c) with respect to
each Swing Line Facility, (i) the Swing Line Lender under such Revolving
Credit Facility and (ii) if any Swing Line Loans are outstanding under
such Revolving Credit Facility pursuant to Section 2.04.A or 2.04.B,
the Lenders under such Revolving Credit Facility.


“Approved Fund” means any Fund that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity, or an Affiliate
of an entity, that administers or manages a Lender.


“Arranger”
means Banc of America Securities LLC, in its capacity as left lead arranger and
book manager.


“Assignee Group” means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same
investment advisor.



 3
 






 



“Assignment
and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 11.06(b)), and accepted by the Administrative Agent,
in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease or similar payments under the relevant lease or other
applicable agreement or instrument that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease or other
agreement or instrument were accounted for as a Capitalized Lease and (c) all
Off-Balance Sheet Liabilities of such Person.


“Audited
Financial Statements” means the audited consolidated balance sheet
of the Parent and its Subsidiaries for the fiscal year ended December 31, 2005,
and the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year of the Parent and its Subsidiaries,
including the notes thereto.


“Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(a)(iv).


“Availability
Period” means in respect of the Revolving Credit Facility, the
period from and including the Closing Date to the Maturity Date.


“BA Acceptance Fee” has the meaning specified in Section
2.10(b)(iii).


“BA Discount Rate” means, for the date of any Drawing in respect
of any Bankers’ Acceptances or Drafts 
(i) by a Lender that is listed in Schedule I to the Bank Act at such
time, the average of the Bankers’ Acceptance discount rates for bankers’
acceptances having a comparable maturity date as quoted on Reuters Screen CDOR
Page (or such other page as is a replacement page for such Bankers’
Acceptances) at 10:00 a.m. (New York time); and (ii) by any other Lender or
Person, the rate specified in (i) plus 0.10%. 
If the rate referred to in clause (i) above is not available as of such
time, then the discount rate in respect of such Bankers’ Acceptances and Drafts
shall mean the discount rate (calculated on an annual basis) quoted by the
Administrative Agent at 10:00 a.m. (New York time) as the discount rate at
which the Administrative Agent would purchase, on the relevant date of Drawing,
its own Bankers’ Acceptances or Drafts having an aggregate Face Amount equal to
and with a term to maturity the same as the Bankers’ Acceptances or Drafts to
be purchased by the applicable Lenders or other Person on such date of Drawing.


“BA Equivalent Advance” has the meaning specified in Section
2.17.


“BA Loan” means a Canadian Revolving Credit Borrowing made by
way of a Drawing.


“BA Lender” means any Canadian Revolving Credit Lender that is a
bank chartered under the Bank Act and which stamps and accepts bankers’
acceptances.


“BA Lending Office” means, with respect to each BA Lender, the
office of such Lender set forth as its “BA Lending Office” opposite its name on
Schedule 11.02 hereto or in the Assignment and Acceptance pursuant to which it
became a Lender or such other office of such Lender in Canada as such Lender
may from time to time specify to the Canadian Borrowers and the Administrative
Agent for such purpose.



 4
 






 



“BA Maturity Date” means for each Bankers’ Acceptance or BA
Equivalent Loan comprising part of the same Drawing, the date on which the Face
Amount for such Bankers’ Acceptance or applicable Notional Bankers’ Acceptance,
as the case may be, becomes due and payable in accordance with the provisions
set forth below, which shall be a Business Day occurring one, two, three or six
months after the date on which such Bankers’ Acceptance or Notional Bankers’
Acceptance is created and purchased as part of any Drawing, as the applicable
Borrower may select upon notice received by the Administrative Agent not later
than the Applicable Time on a Business Day at least two Business Days prior to
the date on which such Bankers’ Acceptance or Notional Bankers’ Acceptance is
to be accepted and purchased (whether as a new Drawing, by renewal or by
Conversion) (or such other period that is twelve months or less requested by a
Borrower and consented to by all the Lenders under the Canadian Revolving
Credit Facility); provided, however, that:


(a)           such
Borrower may not select any BA Maturity Date for any Bankers’ Acceptance or BA
Equivalent Loan that occurs after the Maturity Date;


(b)           the
BA Maturity Date for all Bankers’ Acceptances and BA Equivalent Loans
comprising part of the same Drawing shall occur on the same date; and


(c)           whenever
the BA Maturity Date for any Bankers’ Acceptance or BA Equivalent Loan would
otherwise occur on a day other than a Business Day, such BA Maturity Date shall
be extended to occur on the next succeeding Business Day.


“Bank Act” means the Bank Act (Canada).


“Bankers’ Acceptance” has the meaning specified in Section 2.05.


“Bank
of America” means Bank of America, N.A. and its successors.


“Bank of America (Canada Branch)” means Bank of America, N.A.,
Canada Branch.


“Base
Rate” means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate” for borrowings in Dollars made in the United
States.  The “prime rate” is a rate set
by Bank of America based upon various factors including Bank of America’s costs
and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate.  Any change in
such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.


“Base
Rate Loan” means a U.S.
Revolving Credit Loan or a Term Loan that bears interest based on the Base
Rate.


“Benefit Plan” means a Canadian Pension
Plan or benefit plan which is currently or hereafter sponsored, maintained or
contributed to by any Loan Party with respect to any employee or former
employee of any Loan Party in relation to such Person’s period of employment in
Canada and includes any Canadian Benefit Plan.


“Borrower”
and “Borrowers” each has the meaning specified in the introductory
paragraph hereto.


“Borrower Materials” has the meaning specified in Section 6.02.



 5
 






 



“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing, or a
Term Borrowing, as the context may require.


“Bridge Documents” means the Bridge Loan Agreement and each of
the other “Loan Documents” referred to therein, as each may be amended from
time to time.


“Bridge Loan Agreement” means the bridge loan agreement dated as
of December 1, 2006, as amended from time to time, among IPSCO U.S. Borrower,
as borrower, Bank of America, as administrative agent and the lenders from time
to time party thereto.


“Bridge Loan Facility” means the up to U.S. $350 million bridge
loan facility evidenced by the Bridge Loan Agreement.


“Business
Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent’s Office is located; provided
that, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market; and provided further that, if
such day relates to any Canadian Revolving Credit Loan, shall also be a day on
which commercial banks are not authorized to close in Toronto, Canada.


“Canadian Benefit Plan” means any plan, fund, program or policy,
whether oral or written, formal or informal, funded or unfunded, insured or
uninsured, providing employee benefits, including medical, hospital care,
dental, sickness, accident, disability, life insurance, pension, retirement or
savings benefits, under which any Loan Party has any liability with respect to
any employee or former employee in relation to such Person’s period of
employment in Canada, but excluding any Canadian Pension Plan.


“Canadian Borrower” means a Borrower under the Canadian
Revolving Credit Facility.


“Canadian Dollars” and “C$” each means lawful money of Canada.


“Canadian Dollar Equivalent” means, at any time, with respect to
any amount denominated in a currency other than Canadian Dollars, the
equivalent amount thereof in Canadian Dollars as determined by the
Administrative Agent or the L/C Issuers, as the case may be, at such time on
the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of Canadian Dollars with such currency.


“Canadian L/C Advance” means, with respect to each Canadian Revolving
Credit Lender, such Lender’s funding of its participation in any Canadian L/C
Borrowing in accordance with its Applicable Percentage.


“Canadian L/C Borrowing” means an extension of credit resulting from a
drawing under any Canadian Letter of Credit which has not been reimbursed on
the date when made or refinanced as a Revolving Credit Borrowing.


“Canadian L/C Credit Extension” means, with respect to any Canadian
Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the increase of the amount thereof.


“Canadian L/C Issuer” means Bank of America (Canada Branch) in
its capacity as issuer of Letters of Credit under the Canadian Revolving Credit
Facility, or any successor issuer of Letters of 



 6
 






 



Credit
hereunder; provided that, The Toronto-Dominion Bank shall be a Canadian
L/C Issuer in respect of the Existing Letters of Credit issued by The
Toronto-Dominion Bank listed on Schedule 1.01; and provided further,
that The Toronto-Dominion Bank, in its capacity as a Canadian L/C Issuer, shall
have no obligation hereunder to issue any new Letter of Credit or to extend or
renew any Existing Letter of Credit under this Agreement, and all Letters of
Credit (or related arrangements) issued The Toronto-Dominion Bank or any of its
Affiliates for the account of the Borrowers hereunder shall be replaced with
Letters of Credit issued hereunder no later than one year following the Closing
Date.


“Canadian L/C Obligations” means, as at any date of determination,
the aggregate amount available to be drawn under all outstanding Canadian
Letters of Credit plus the aggregate of all Unreimbursed Amounts in
respect of Canadian Letters of Credit, including all Canadian L/C
Borrowings.  For purposes of computing
the amount available to be drawn under any Canadian Letter of Credit, the
amount of such Canadian Letter of Credit shall be determined in accordance with
Section 1.06.  For all purposes of
this Agreement, if on any date of determination a Canadian Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of
the operation of Rule 3.14 of the ISP, such Canadian Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.


“Canadian Letter of Credit” means any letter of credit issued under
the Canadian Revolving Credit Facility and shall include the Existing Letters
of Credit.  A Canadian Letter of Credit
may be a commercial letter of credit or a standby letter of credit.


“Canadian Letter of Credit Commitment” means the commitment of
each Canadian L/C Issuer to issue Letters of Credit under the Canadian
Revolving Credit Facility, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “Canadian Letter of Credit Commitment” or opposite
such caption in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.


“Canadian Pension Plan” means each pension plan required to be
registered under Canadian federal or provincial law that is maintained or
contributed to by any Loan Party for its employees or former employees in
relation to such persons’ period of employment in Canada, but does not include
the Canada Pension Plan or the Quebec Pension Plan as maintained by the
Government of Canada or the Province of Quebec.


“Canadian Pension Plan Event” means either (a) the termination
in whole or in part of a Canadian Pension Plan with a defined benefit
provision, (b) the cessation of participation of the Parent (or any Affiliate
with whom there is statutory joint and several liability under pension
standards legislation) in any Canadian Pension Plan, including a multi-employer
pension plan (within the meaning of applicable pension standards legislation),
for any reason and which event gives rise to an obligation on such entity to
make contributions in respect of any past service unfunded liability of such
plan, (c) the issuance of a notice (or a notice of intent to issue such a
notice) to terminate in whole or in part any Canadian Pension Plan with a
defined benefit provision or the receipt of a notice of intent from a Governmental
Authority to require the termination in whole or in part of any Canadian
Pension Plan, revoking the registration of same or appointing a new
administrator of such a plan or (d) the issuance of an order, direction or
other communication from any Governmental Authority or a notice of an intent to
issue such an order, direction or other communication requiring the Parent or
any Affiliate to take or refrain from taking any action in respect of a
Canadian Pension Plan.


“Canadian Prime Rate” means for any day a fluctuating rate of
interest per annum equal to the higher of (i) the 30-day CDOR Rate plus 1.00%,
and (ii) the rate of interest per annum most 



 7
 






 



recently
announced by Bank of America (Canada Branch) as its reference rate of interest
for commercial loans made by it in Canada in Canadian Dollars and designated as
its “prime rate” (the “prime rate” being a rate set by Bank of America (Canada
Branch) based upon various factors including Bank of America (Canada Branch)’s
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate). 
Any change in the prime rate announced by Bank of America (Canada
Branch) shall take effect at the opening of business on the day specified in
the public announcement of such change. 
Each interest rate based upon the Canadian Prime Rate shall be adjusted
simultaneously with any change in the Canadian Prime Rate.


“Canadian Prime Rate Loans” means a Canadian Revolving Credit
Loan that bears interest based on the Canadian Prime Rate.


“Canadian Resident” means, at any time, a Person who at that
time is (a) not a non-resident of Canada for purposes of the Tax Act; (b) an
authorized foreign bank deemed to be resident in Canada for purposes of Part
XIII of the Tax Act in respect of all amounts payable to such Person pursuant
to any Loans or Letters of Credit, as the case may be; (c) a Canadian
partnership, within the meaning of that term for the purposes of paragraph
212(13.1)(b) of the Tax Act; or (d) not liable for withholding tax pursuant to
Part XIII of the Tax Act in respect of all amounts payable to such Person
pursuant to any Loans or Letters of Credit, as the case may be.


“Canadian Revolving Credit Borrowing” means a borrowing consisting of
simultaneous Canadian Revolving Credit Loans of the same Type and, in the case
of Eurodollar Rate Loans or BA Loans, having the same Interest Period made by
each of the Canadian Revolving Credit Lenders pursuant to Section 2.01(c).


“Canadian Revolving Credit Commitment” means, as to each Canadian
Revolving Credit Lender, its obligation to (a) make Canadian Revolving Credit
Loans to the Canadian Borrowers pursuant to Section 2.01(c), (b)
purchase participations in Canadian L/C Obligations, and (c) purchase
participations in Canadian Swing Line Loans, in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 under the caption “Canadian Revolving
Credit Commitment” or opposite such caption in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement.


“Canadian Revolving Credit Facility” means, at any time, the
lesser of (a) the aggregate amount of the Canadian Revolving Credit Lenders’
Canadian Revolving Credit Commitments at such time and (b) the U.S. Revolving
Credit Facility; it being understood that the Canadian Revolving Credit
Facility is a sublimit within, and not in addition to, the U.S. Revolving
Credit Facility.


“Canadian Revolving Credit Lender” means, at any time, any
Lender that has a Canadian Revolving Credit Commitment at such time; provided
that, a Canadian Revolving Credit Lender shall be a Canadian Resident, unless
such Lender became a party to this Agreement during the continuation of an
Event of Default under Section 8.01(a), (b) (as the result of a
breach of Section 7.11), (f) or (g).


“Canadian Revolving Credit Loan” has the meaning specified in Section
2.01(c).


“Canadian Securities Laws” means, to the extent applicable to
the Parent or any other Loan Party, the legislation specified in National
Instrument 14-101(1.1)(3) “Canadian securities legislation”, along with all
rules, regulations, policy statements, blanket rulings and orders, directions
or other instruments promulgated thereto.



 8
 






 



“Canadian Securities Regulators” means those regulators
specified in National Instrument 14-101(1.1)(3) “Canadian securities regulatory
authorities” having jurisdiction over the Parent or any other Loan Party.


“Canadian Swing
Line Facility” means
the revolving credit facility made available by the Canadian Swing Line Lender
pursuant to Section 2.04.B(a).


“Canadian Swing Line Borrowing” means a borrowing of a Canadian Swing
Line Loan pursuant to Section 2.04.B.


“Canadian Swing Line Lender” means Bank of America (Canada Branch) in
its capacity as provider of Canadian Swing Line Loans, or any successor in that
capacity hereunder.


“Canadian Swing Line Loan” has the meaning specified in Section
2.04.B(a).


“Capitalized Leases” means all leases that have been or should
be, in accordance with GAAP, recorded as capitalized leases.


“Cash
Collateralize” has the meaning specified in Section 2.03(f).


“Cash
Equivalents” means any of the following types of Investments:


(a)           marketable
obligations issued or directly and fully guaranteed or insured by the
government of the United States of America or the government of Canada or any
agency or instrumentality thereof having maturities of not more than 720 days
from the date of acquisition thereof; provided
that the full faith and credit of the government of the United States of
America or the government of Canada, as applicable, is pledged in support
thereof;


(b)           demand
and time deposits with, or certificates of deposit or bankers’ acceptances of,
any financial institution that (i) (A) is a Lender, (B) is organized under the
laws of the United States of America, any state thereof or the District of
Columbia or is the principal banking subsidiary of a bank holding company
organized under the laws of the United States of America, any state thereof or
the District of Columbia, and is a member of the Federal Reserve System or (C)
is organized under the federal laws of Canada or is the principal banking
subsidiary of a bank holding company organized under the federal laws of
Canada, (ii) in the case of any such U.S. financial institution, is assigned at
least a “B” rating by Thomson Financial Bank Watch and (iii) has combined
capital and surplus of at least $500,000,000, in each case with maturities of
not more than 360 days from the date of acquisition thereof;


(c)           commercial
paper issued by any Person organized under the laws of any state of the United
States of America or the District of Columbia or under the federal, provincial
or territorial laws of Canada or any province thereof and rated at least “Prime-2”
(or the then equivalent grade) by Moody’s, at least “A-2” (or the then
equivalent grade) by S&P, or at least R-1 (low) by DBRS, in each case
with maturities of not more than 360 days from the date of acquisition thereof;


(d)           repurchase
obligations with term of not more than ten days for underlying securities of
the types described in clause (a) above entered into with any financial
institution meeting the specifications in clause (b) above;



 9
 






 



(e)           Investments
in money market investment programs or other mutual funds the portfolios of
which are limited solely to Investments of the character, quality and maturity
described in clauses (a) through (d) of this definition; and


(f)            Investments
permitted under the Investment Policy for Cash Management for the Parent and
its Subsidiaries as in effect on the Closing Date or as shall be amended and
approved by senior management of the Parent from time to time, and a copy of
which shall have been delivered to the Administrative Agent.


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980.


“CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.


“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following:  (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not
having the force of law) by any Governmental Authority.


“Change
of Control” means an event or series of events by which:


(a)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, except that a person or group shall be
deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 50% or more of the equity securities of the Parent entitled to
vote for members of the board of directors or equivalent governing body of the
Parent on a fully-diluted basis (and taking into account all such securities
that such “person” or “group” has the right to acquire pursuant to any option
right); or


(b)           the
acquisition by any Person or group of Persons who are “associates” (as such
term is defined in the Securities Act (Ontario)), or, who act together in
concert for such purpose, of 50% or more of the equity securities of the Parent
entitled to vote for members of the board of directors or equivalent governing
body of the Parent on a fully-diluted basis (after taking into account all such
securities that such Person or group of Persons has the right to acquire
pursuant to any option right); or


(c)           during
any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Parent  cease to be composed of individuals (i) who
were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent
governing body.



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“Closing
Date” means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 11.01.


“Code”
means the Internal Revenue Code of 1986.


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may
require.


“Committed
Loan Notice” means a notice of (a) a Term Loan Borrowing, (b) a
Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the
other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section
2.02(a), which, if in writing, shall be substantially in the form of Exhibit
A.


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D.


“Consolidated Capitalization” means at any date of
determination, the sum of the Consolidated Funded Indebtedness and Consolidated
Shareholder’s Equity.


“Consolidated EBITDA” means, at any time with respect to the
Parent and its Subsidiaries on a consolidated basis, Consolidated Net Income
for the most recently completed four fiscal quarters of the Parent, plus, in
each case, without duplication, to the extent deducted in calculating such
Consolidated Net Income:


(a)           amounts
in respect of non-cash expenses, depreciation and amortization;


(b)           Consolidated
Interest Charges;


(c)           Income
Tax Expense, whether or not deferred;


and
excluding for such period:


(d)           any
gain or loss attributable to the sale, conversion or other Disposition of
assets outside the ordinary course of business;


(e)           any
gain resulting from the write-up of assets or any loss resulting from the
write-down of assets;


(f)            all
non-cash gains, non-cash losses or other non-cash amounts that were included in
such Consolidated Net Income; and


(g)           any
gain or loss on the repurchase or redemption of any securities (including in
connection with the early retirement or defeasance of any Indebtedness); and


(h)           any
other extraordinary or non-recurring items.


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the
Parent and its Subsidiaries on a consolidated basis, the sum, without
duplication, of (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes or other
similar instruments, (b) all direct obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments, (c) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts or
other accrued 



 11
 






 



obligations
payable in the ordinary course of business), (d) Attributable Indebtedness in
respect of Capitalized Leases and Synthetic Lease Obligations, (e) without
duplication, all Off-Balance Sheet Liabilities, (f) without duplication, all
Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (a) through (e) above of Persons other than the Parent or any
Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a)
through (f) above of any partnership in which the Parent or a Subsidiary is a
general partner, except to the extent that such Indebtedness is expressly made
non-recourse to the Parent or such Subsidiary.


“Consolidated
Indebtedness to Capitalization Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to(b)
Consolidated Capitalization as of such date.


“Consolidated
Interest Charges” means, for any period, for the Parent and its
Subsidiaries on a consolidated basis, without duplication, the sum of (a) all
interest, premium and discount amortization, fees, charges and related expenses
in connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP and (b) the portion of rent
expense under Capitalized Leases that is treated as interest in accordance with
GAAP, in each case, of or by the Parent and its Subsidiaries on a consolidated
basis for the most recently completed Measurement Period.


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the
ratio of (a) Consolidated EBITDA to
(b) Consolidated Interest Charges, in each case, for the most recently
completed Measurement Period.


“Consolidated
Net Income” means, for any period, for the Parent and its
Subsidiaries on a consolidated basis, the net income (or losses) of the Parent
and its Subsidiaries determined in accordance with GAAP.


“Consolidated Net Tangible Assets” means, at any date of
determination, for the Parent and its Subsidiaries on a consolidated basis,
Consolidated Tangible Assets on that date less: (i) all current
liabilities (excluding current payments in respect of long-term Indebtedness
and the aggregate outstanding principal amount of the Bridge Loan Facility) of
the Parent and its Subsidiaries on a consolidated basis and (ii) minority
Equity Interests in any non-wholly owned Subsidiaries of the Parent.


“Consolidated Revenue” means, for any period, the consolidated
revenue of the Parent and its Subsidiaries for such period determined in
accordance with GAAP.


“Consolidated Shareholders’ Equity” means, as of any date of
determination, consolidated shareholders’ equity of the Parent and its
Subsidiaries as of that date determined in accordance with GAAP.


“Consolidated Total Assets” means, at any date of determination,
the total assets of the Parent and its Subsidiaries on a consolidated basis as
of that date determined in accordance with GAAP.


“Consolidated Tangible Assets” means, at any date of
determination, for the Parent and its Subsidiaries on a consolidated basis,
Consolidated Total Assets on that date less, without duplication: (i)
the net book value of all licenses, patents, patent applications, copyrights,
trademarks, trade or brand names, goodwill, non-compete agreements or
organizational expenses and other like intangibles; (ii) unamortized issuance
expenses related to Indebtedness; (iii) all reserves for depreciation,
obsolescence, depletion and amortization of assets (excluding reserves for
assets in clause (i) above); and (iv) all other proper reserves for assets
which in accordance with GAAP should be provided in connection with the 



 12
 






 



Parent’s
business; in each case, of or by the Parent and its Subsidiaries on a
consolidated basis on such date.


“Contractual
Obligation” means, as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound,
including without limitation, the provisions of the Senior Notes Indenture.


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


“Credit
Extension” means each of the following:  (a) a Borrowing, (b) the acceptance of a
Draft and purchase of a Bankers’ Acceptance and (c) an L/C Credit Extension.


“DBRS” means Dominion Bond Rating Services, and includes any
successor rating agency to DBRS, and where reference is made herein to a rating
category of DBRS, such rating category shall include the equivalent
corresponding rating category used by any such successor rating agency.


“Debt
Rating” means, as of any date of determination, the rating as
determined by either S&P or Moody’s of the Parent’s non-credit-enhanced,
senior unsecured long-term debt; provided that (a) if the respective
Debt Ratings issued by foregoing rating agencies differ by one level, then the
Pricing Level for the higher of such Debt Ratings shall apply (with the Debt
Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing
Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than
one level, then the Pricing Level that is one level higher than the Pricing
Level of the lower Debt Rating shall apply; (c) if the Parent has only one Debt
Rating, the Pricing Level of such Debt Rating shall apply; and (d) if the
Parent does not have any Debt Rating, Pricing Level 4 shall apply.


“Debtor
Relief Laws” means the Bankruptcy Code of the United States, the
Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement
Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States,
Canada or other jurisdictions applicable to the Parent or any Subsidiary from
time to time in effect and affecting the rights of creditors generally.


“Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default.


“Default
Rate” means (a) when used with respect to Obligations other than
Letter of Credit Fees, BA Acceptance Fees or Loans, an interest rate equal to
(i) the Base Rate, U.S. Base Rate or Canadian Prime Rate, as applicable, plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans, U.S. Base Rate
Loans or Canadian Prime Rate Loans, as the case may be, plus (iii) 2%
per annum; (b) when used with respect to a Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Loan, plus 2% per annum and (c) when used
with respect to Letter of Credit Fees or BA Acceptance Fees, a rate equal to
the Applicable Rate or the Applicable BA Acceptance Fee Percentage, as applicable,
plus 2.0% per annum.


“Defaulting
Lender” means any Lender that (a) has failed to fund any portion of
the Term Loans, Revolving Credit Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to pay over to the
Administrative 



 13
 






 



Agent
or any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, unless the subject of a good faith
dispute or unless such failure has been cured, or (c) has been deemed insolvent
or become the subject of a bankruptcy or insolvency proceeding.


“Designated Borrower” has the meaning specified in the
introductory paragraph hereto.


“Designated Borrower Notice” has the meaning specified in
Section 2.19(b).


“Designated Borrower Request and Assumption Agreement” has the
meaning specified in Section 2.19(b).


“Disclosed
Litigation” has the meaning set forth in Section 5.06.


“Disposition”
or “Dispose”
means the sale, transfer, license, lease or other disposition (including any
sale and leaseback transaction) of any property by any Person, including any
sale, assignment, transfer or other disposal, with or without recourse, of any
notes or accounts receivable or any rights and claims associated therewith.


“Dollar Equivalent” means, at any time, (a) with respect to any
amount denominated in U.S. Dollars, such amount, and (b) with respect to any
amount denominated in any other currency, the equivalent amount thereof in U.S.
Dollars as determined by the Administrative Agent or the L/C Issuers, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of U.S. Dollars with such
currency.


“Draft” means a blank bill of exchange, within the meaning of
the Bills of Exchange Act (Canada) or a bill, within the meaning of the
Depository Bills and Notes Act (Canada), in each case on the form customarily
approved by a BA Lender, drawn in Canadian Dollars by a Canadian Borrower on
any BA Lender, and which, except as otherwise provided herein, has not been
completed or accepted by such Lender.


“Drawing” means the simultaneous (i) acceptance of a Draft and
purchase of Bankers’ Acceptances by BA Lenders in accordance with Section
2.17(a) and (ii) making of BA Equivalent Advances by Non-BA Lenders.


“Drawing Purchase Price” means, with respect to each Bankers’
Acceptance to be purchased by any Lender at any time, the amount (adjusted to
the nearest whole cent, or, if there is no nearest whole cent, the next higher
whole cent) obtained by dividing (i) the aggregate Face Amount of such Bankers’
Acceptance by (ii) the sum of (A) one and (B) the product of (1) the BA
Discount Rate in effect at such time (expressed as a decimal) multiplied by (2)
a fraction the numerator of which is the number of days in the term to maturity
of such Bankers’ Acceptance and the denominator of which is 365 days.


“Eligible
Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an
Approved Fund; and (d) any other Person (other than a natural person) approved
by (i) the Administrative Agent, (ii) in the case of any assignment of a
Revolving Commitment, the L/C Issuers and the Swing Line Lender under the
applicable Revolving Credit Facility, and (iii) unless an Event of Default has
occurred and is continuing, the Parent (each such approval not to be
unreasonably withheld or delayed); provided that notwithstanding the
foregoing, “Eligible Assignee” (x) shall not include the Parent or any of the
Parent’s Affiliates or Subsidiaries and (y) in the case of the Canadian
Revolving Credit Facility, except during the continuation of an Event of
Default under Section 8.01(a), (b) (as the result of a breach of Section
7.11), (f) or (g), a Person that is not a Canadian Resident.


 



 14













 


“Environmental
Laws” means any and all federal, state, provincial, territorial,
local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, licenses or governmental restrictions relating to
pollution and the protection of the environment or the release of any hazardous
or toxic materials into the environment, including those related to hazardous
substances or wastes, air emissions and effluent discharges.


“Environmental
Liability” means any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Parent, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


“Environmental
Permit” means any permit, approval, identification number, license
or other authorization required under any Environmental Law.


“Equity
Interests” means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.


“ERISA”
means the Employee Retirement Income Security Act of 1974.


“ERISA
Affiliate” means any trade or business (whether or not incorporated)
under common control with the Parent within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).


“ERISA
Event” means (a) a Reportable Event with respect to a U.S. Pension
Plan; (b) a withdrawal by the Parent or any ERISA Affiliate from a U.S. Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Sections 4041(c) or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
U.S. Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any U.S. Pension Plan or Multiemployer
Plan; or (f) the imposition of any material liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Parent or any ERISA Affiliate.


“Eurodollar
Rate” means, for any Interest Period with respect to a Eurodollar
Rate Loan, the rate per annum equal to the British Bankers Association LIBOR
Rate (“BBA LIBOR”), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at approximately 11:00 a.m. (London
time), two Business 



 15
 






 



Days
prior to the commencement of such Interest Period, for U.S. Dollar deposits
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period.  If such rate is
not available at such time for any reason, then the “Eurodollar Rate” for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in U.S. Dollars for delivery on the
first day of such Interest Period in same day funds in the approximate amount
of the Eurodollar Rate Loan being made, continued or converted by Bank of
America and with a term equivalent to such Interest Period would be offered by
Bank of America’s London Branch (or other Bank of America branch or Affiliate)
to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


“Eurodollar
Rate Loan” means a Revolving Credit Loan or a Term Loan that bears
interest at a rate based on the Eurodollar Rate.


“Event
of Default” has the meaning specified in Section 8.01.


“Excluded Subsidiary” means (i) any Subsidiary of the Parent
organized under the laws of a jurisdiction located outside of Canada or the
United States to the extent that the entering into of a Guarantee in respect of
the Senior Credit Facilities would give rise to material adverse tax
consequences, be prohibited or significantly limited by applicable law (unless,
notwithstanding such limitation, such Guarantee can be reasonably provided
subject to applicable law) or where the costs associated therewith would exceed
the reasonable benefits afforded to the Lenders thereby, in each case as
reasonably determined by the Administrative Agent  and (ii) any Subsidiary that is not a
Material Subsidiary; provided that all Excluded Subsidiaries excluded as
a Subsidiary pursuant to this clause (ii) shall not represent, in the
aggregate, more than 20% of Consolidated Tangible Assets or 20% of Consolidated
Revenue, in each case determined as of the end of, or for, as the case may be,
the Measurement Period most recently ended for which financial statements have
been or are required to have been delivered pursuant to Section 6.01(a)
and Section 6.01(b) and the Parent shall be obligated to designate one
or more Subsidiaries that would otherwise qualify as Excluded Subsidiaries as
Material Subsidiaries in order to comply with the terms of this proviso.


“Excluded Taxes” means, with respect to the Administrative
Agent, any Lender, the L/C Issuers or any other recipient of any payment to be
made by or on account of any obligation of any Borrower hereunder, (a) taxes
imposed on or measured by such recipient’s overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable Lending Office is
located; (b) any branch profits taxes imposed by the United States or Canada or
any similar tax imposed by any other jurisdiction in which such recipient is
located; (c) with respect to each recipient, taxes that would not have been
imposed but for the existence of a present or former connection between such
recipient and the jurisdiction imposing such taxes (other than solely as a
result of entering into, making or receiving payments under, or enforcing this
Agreement or any other Loan Document); and (d) taxes imposed, or any increase
thereof, as a result of such recipient failing to comply with Section
3.01(e).


“Existing
Credit Agreement” means that certain revolving credit agreement
dated as of November 19, 2004, as amended, supplemented or otherwise modified
in accordance with its terms, among the Parent, IPSCO Saskatchewan Inc., IPSCO
Steel Inc., IPSCO Enterprises Inc., IPSCO Alabama Ltd. and IPSCO Steel
(Alabama) Inc. as borrowers, The Toronto-Dominion Bank as agent, the financial
institutions as bookmanagers and other agents party thereto and the lenders
party thereto.


“Existing
Letters of Credit” means the Letters of Credit listed on Schedule
1.01 and outstanding on the Closing Date.



 16
 






 



“Extension Notice Date” has the meaning specified in Section
2.03(a)(iv).


“Face Amount” means, with respect to any Bankers’ Acceptance,
the amount payable to the holder of such Bankers’ Acceptance on its then
existing BA Maturity Date, and, with respect to any Notional Bankers’
Acceptance, means the theoretical amount that would be payable to the holder of
such Notional Bankers’ Acceptance on its then existing maturity date.  The Face Amount of an outstanding Notional
Bankers’ Acceptance shall mean an amount equal to the Face Amount of the Notional
Bankers’ Acceptance in respect of which a particular outstanding BA Equivalent
Advance was made.  References in this
Agreement to outstanding Notional Bankers’ Acceptances shall be references to
the outstanding BA Equivalent Advances made in respect of such Notional
Bankers’ Acceptances.


“Facility” means the
Term Facility, either Revolving Credit Facility, either Swing Line
Facility or either Letter of Credit Facility, as the context may require.


“Federal
Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.


“Fee
Letter” means the fee letter agreement, dated September 10, 2006,
among the Parent, the Administrative Agent and the Arranger.


“Foreign
Lender” means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes; provided that a Canadian
Revolving Credit Lender shall be a “Foreign Lender” if such Lender is not a
Canadian Resident.  For purposes of this
definition, (i) the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction and (ii) Canada
and each province and territory thereof shall be deemed to constitute a single
jurisdiction.


“FRB”
means the Board of Governors of the Federal Reserve System of the United
States.


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.


“Governmental
Authority” means the government of the United States or Canada or
any other nation, or of any political subdivision thereof, whether state,
territorial, provincial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising 



 17
 






 



executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


“Granting
Lender” has the meaning specified in Section 11.06(h).


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness
of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such
Indebtedness of the payment or performance of such Indebtedness, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor
so as to enable the primary obligor to pay such Indebtedness, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of
such Person securing any Indebtedness of any other Person, whether or not such
Indebtedness is assumed by such Person. 
The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.


“Guaranteed Obligations” has the meaning specified in Section
10.01.


“Guarantors”
means, collectively, the Parent and the Subsidiary Guarantors.


“Hazardous
Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes, in each
case regulated pursuant to any Environmental Law.


“Income Tax Expense” means, on a consolidated basis, for the
Parent and its Subsidiaries for any period, without duplication, the aggregate
of all taxes paid or payable based on income, capital or business for such
period.


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


(a)           all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments;


(b)           the
maximum amount of all direct or contingent obligations of such Person arising
under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;


(c)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts or other accrued obligations payable in the
ordinary course of business);


(d)           all
Attributable Indebtedness;



 18
 






 



(e)           indebtedness
(excluding prepaid interest thereon) of the type referred to in clauses (a)
through (d) above secured by a Lien on property owned or acquired by such
Person (including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse; and


(f)            all
Guarantees of such Person in respect of any of the foregoing.


For
all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership in which such Person is a general partner,
except to the extent that such Indebtedness is expressly made non-recourse to
such Person.


“Indemnified
Taxes”means Taxes other than Excluded Taxes.


“Indemnitees”
has the meaning specified in Section 11.04(b).


“Interest
Payment Date” means, (a) as to any Eurodollar Rate Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date of
the Facility under which such Loan was made; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan, U.S. Base Rate Loan or Canadian Prime Rate Loan (including a Swing
Line Loan), the last Business Day of each March, June, September and December
and the Maturity Date of the Facility under which such Loan was made.


“Interest
Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to
or continued as a Eurodollar Rate Loan and ending on the date one, two, three
or six months thereafter, or, if available to all Lenders under the applicable
Facility, one week, nine months or twelve months thereafter, as selected by the
applicable Borrower in its Committed Loan Notice; provided that:


(a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day;


(b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
Equity Interests of another Person, (b) a loan, advance or capital contribution
to, Guarantee of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or
joint venture interest in such other Person and any arrangement pursuant to
which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit or all or
substantially all of the assets of, such Person.  For purposes of covenant compliance, the
amount of any Investment shall be the 



 19
 






 



amount
actually invested, without adjustment for subsequent increases or decreases in
the value of such Investment.


“Investment Credit” means the amount of any dividends,
distributions, returns of capital, repayments of loans or similar payments paid
to any Loan Party during the term of this Agreement by any Person in which
Investments may be made under Section 7.03(c) or (o).


“IPSCO U.S. Borrower” means IPSCO Finance GP, a general
partnership organized under the laws of the State of Delaware.


“IRS”
means the United States Internal Revenue Service.


“ISP” means, with respect to any Letter of Credit, the
“International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance).


“Issuer Documents” means with respect to any Letter of Credit,
the Letter of Credit Application, and any other document, agreement and
instrument entered into by an L/C Issuer and a Borrower (or any Subsidiary) or
in favor an L/C Issuer and materially relating to such Letter of Credit.


“Laws”
means, collectively, all international, foreign, federal, state, provincial,
territorial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.


“L/C
Advance” means a U.S. L/C Advance and/or a Canadian L/C Advance, as
the context may require.


“L/C
Borrowing” means a U.S. L/C Borrowing and/or a Canadian L/C
Borrowing, as the context may require.


“L/C
Credit Extension” means a U.S. L/C Credit Extension and/or a
Canadian L/C Credit Extension, as the context may require.


“L/C
Issuer” means the U.S. L/C Issuer and/or the Canadian L/C Issuer, as
the context may require.


“L/C
Obligations” means U.S. L/C Obligations and/or Canadian L/C
Obligations, as the context may require.


“Lender”
has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes each Swing Line Lender.


“Lending
Office” means, as to any Lender, the office or offices of such
Lender described as such in such Lender’s Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Parent and
the Administrative Agent.


“Letter
of Credit” means a U.S. Letter of Credit and/or a Canadian Letter of
Credit, as the context may require.



 20
 






 



“Letter
of Credit Application” means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in
use by an L/C Issuer.


“Letter of Credit Commitment” means a U.S. Letter of Credit
Commitment and/or a Canadian Letter of Credit Commitment, as the context may
require.


“Letter
of Credit Expiration Date” means the day that is five days prior to
the Maturity Date then in effect for the Revolving Credit Facility (or, if such
day is not a Business Day, the next preceding Business Day).


“Letter
of Credit Facility” means, as to each Revolving Credit Facility, an
amount equal to such Revolving Credit Facility.


“Letter of Credit Fee” has the meaning specified in Section
2.03(h).


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or
other security interest or preferential arrangement in the nature of a security
interest of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any easement, right of way or other
encumbrance on title to real property).


“Loan”
means an extension of credit by a Lender to a Borrower under Article II
in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.


“Loan
Documents” means, collectively, (a) this Agreement, (b) each
Designated Borrower Request and Assumption Agreement, (c) each Note, (d) the
Parent Guaranty, (e) the Subsidiary Guaranty; (f) the Fee Letter, (g) each
Issuer Document, and (i) each Bankers’ Acceptance.


“Loan
Parties” means, collectively, the Borrowers and the Guarantors.


“Marginal Restricted Payment Amount” means, as of any date, 50%
(or 100%, in the case of losses) of cumulative Consolidated Net Income accruing
from the first day of the first fiscal quarter of the Parent commencing after
the Closing Date and ending on the last day of the fiscal quarter of the Parent
most recently ended prior to such date, treated as one accounting period, plus
Net Cash Proceeds received by the Parent from the issuance of common Equity
Interests on or after the Closing Date; provided that, if the Marginal
Restricted Payment Amount is a negative number, then the Marginal Restricted
Payment Amount shall be deemed to be nil.


“Material
Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business or financial condition of the
Parent and its Subsidiaries taken as a whole; (b) a material impairment of the
rights and remedies of the Administrative Agent or any Lender under any Loan
Document, or of the aggregate ability of the Loan Parties to perform their
payment obligations under the Loan Documents; or (c) a material adverse effect
upon the legality, validity, binding effect or enforceability against the Loan
Parties of the Loan Documents, taken as a whole.


“Maturity
Date” means (a) with respect to the Revolving Credit Facility, the
earlier of (i) the date that is five years and one Business Day following the
Closing Date, (ii) the date of termination in whole of the Revolving Credit
Commitments pursuant to Section 2.07 and (iii) the date of
termination of the commitment of each Revolving Credit Lender to make Revolving
Credit Loans and of the obligation of the L/C Issuers to make L/C Credit
Extensions pursuant to Section 8.02 and (b) with respect to the
Term Facility, the earlier of (i) the date that is five years and one
Business Day following the Closing 



 21
 






 



Date
and (ii) such other date as this Agreement provides for the termination of the
Term Facility; provided, however, that, in the case of clause (a)(ii)
above, if such date is not a Business Day, the Maturity Date shall be the next
preceding Business Day.


“Material Subsidiary” means, at any time, (i) any Subsidiary of
the Parent having Tangible Assets in excess of 5% of Consolidated Tangible
Assets or having Revenue in excess of 5% of Consolidated Revenue, in each case
determined as of the end of, or for, as the case may be, the Measurement Period
most recently ended for which financial statements have been or are required to
have been delivered pursuant to Section 6.01(a) and Section 6.01(b),
and (ii) any Subsidiary of the Parent designated by notice in writing given by
the Parent to the Administrative Agent to be a “Material Subsidiary; provided
that, any such Subsidiary so designated as a Material Subsidiary shall at all
times thereafter remain a Material Subsidiary for the purposes of this
Agreement unless otherwise agreed to by the Borrowers and the Administrative
Agent.


“Maximum Increase Amount” means U.S. $500,000,000.


“Measurement Period” means, at any date of determination, the
most recently completed four fiscal quarters of the Parent; provided
that for purposes of determining any applicable amount for the first three full
fiscal quarters following the Closing Date, Measurement Period shall mean:  (a) for purposes of determining such amount
as at the end of the first full fiscal quarter ending after the Closing Date,
such amount for such fiscal quarter multiplied by four; (b) for purposes
of determining such amount as at the end of the second full fiscal quarter
ending after the Closing Date, such amount for the two fiscal quarters then
ended multiplied by two; and (c) for purposes of determining such amount
as at the end of the third full fiscal quarter ending after the Closing Date,
such amount for the three fiscal quarters then ended multiplied by 4/3.


“Merger” has the
meaning specified in the Preliminary Statements to this Agreement.


“Merger
Agreement” has the meaning specified in the Preliminary Statements to
this Agreement.


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto, and where
reference is made herein to a rating category of Moody’s, such rating category
shall include the equivalent corresponding rating category used by any such
successor rating agency.


“Multiemployer
Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.


“Net Cash Proceeds” means, with respect
to the sale or issuance of any Equity Interest by the Parent, the excess of (a)
the sum of the cash and Cash Equivalents received in connection with such
transaction over (b) the underwriting discounts and commissions, and
other out-of-pocket expenses, incurred by the Parent in connection therewith.


“Non-BA Lender” means a Lender that is not permitted by
applicable law or by customary market practices to stamp, for purposes of
subsequent sale, or accept, a Bankers’ Acceptance.


“Note”
means a Term Note or a Revolving Credit Note, as the context may require.


“Notice of Drawing” has the meaning specified in Section
2.17(a).



 22
 






 



“Notional Bankers’ Acceptance” has the meaning specified in Section
2.17(a).


“NPL” means the
National Priorities List under CERCLA.


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under or in respect of any Loan Document,
whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


“Off-Balance Sheet Liabilities” shall mean, with respect to any
Person, any repurchase obligation or liability of such Person with respect to
accounts or notes receivable sold by such Person in connection with any
accounts or notes receivable securitization transaction.


“Organization
Documents” means, (a) with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction, including
without limitation, articles of continuance); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto that must be filed in
connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


“Other
Taxes” means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.


“Outstanding
Amount” means (a) with respect to Term Loans, Revolving Credit Loans
and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line
Loans, as the case may be, occurring on such date; and (b) with respect to any
L/C Obligations on any date, the Dollar Equivalent amount of the aggregate
outstanding amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Borrowers of Unreimbursed Amounts; provided
that, the Outstanding Amount with respect to BA Loans on any date, shall be the
Dollar Equivalent amount of the aggregate Face Amount of all Bankers’
Acceptances and Notional Bankers’ Acceptances outstanding on such date and
after giving effect to any other changes in the aggregate Face Amount of the
Bankers’ Acceptances and Notional Bankers’ Acceptances as of such date.


“Overnight Rate” means, for any day, (a) with respect to any
amount denominated in U.S. Dollars, the greater of (i) the Federal Funds Rate
and (ii) an overnight rate determined by the Administrative Agent, the
applicable L/C Issuer, or the applicable Swing Line Lender, as the case may be,
in accordance with banking industry rules on interbank compensation, and (b)
with respect to any amount denominated in Canadian Dollars, the rate of
interest per annum at which overnight deposits in Canadian Dollars, in an
amount approximately equal to the amount with respect to which such rate is
being 



 23
 






 



determined,
would be offered for such day by Bank of America (Canada Branch) in the
Canadian interbank market for Canadian Dollars to major banks in such interbank
market.


“Parent” means IPSCO Inc., a public Canadian corporation.


“Parent Guaranty” means the Guaranty made by the Parent under
Article X in favor of the Administrative Agent, the L/C Issuers and the
Lenders.


“Participant”
has the meaning specified in Section 11.06(d).


“PBGC”
means the Pension Benefit Guaranty Corporation.


“PCAOB” means the Public Company Accounting Oversight Board.


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3)
of ERISA) established by the Parent or, with respect to any such plan that is
subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


“Platform” has the meaning specified in Section 6.02.


“Register”
has the meaning specified in Section 11.06(c).


“Registered Public Accounting Firm” has the meaning specified in
the Securities Laws and shall be independent of the Parent as prescribed by the
Securities Laws.


“Related Parties” means, with respect to any Person, such
Person’s Affiliates and the partners, directors, officers, employees, agents
and advisors of such Person and of such Person’s Affiliates.


“Reportable
Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30-day notice period has been
waived.


“Request
for Credit Extension” means (a) with respect to a Borrowing,
conversion or continuation of Term Loans or Revolving Credit Loans, a Committed
Loan Notice and/or a Notice of Drawing, as the context may require, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c)
with respect to a Swing Line Loan, a Swing Line Loan Notice.


“Required
Lenders” means, as of any date of determination, Lenders holding
more than 50% of the sum of the (a) Total Outstandings (with the aggregate
amount of each Revolving Credit Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by
such Revolving Credit Lender for purposes of this definition) and (b) aggregate
unused Revolving Credit Commitments; provided that the unused Revolving
Credit Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


“Required Revolving Lenders” means, as of any date of
determination, Revolving Credit Lenders holding more than 50% of the sum of the
(a) Total Revolving Credit Outstandings (with the aggregate amount of each
Revolving Credit Lender’s risk participation and funded participation in L/C 



 24
 






 



Obligations
and Swing Line Loans being deemed “held” by such Revolving Credit Lender for
purposes of this definition) and (b) aggregate unused Revolving Credit
Commitments; provided that the unused Revolving Credit Commitment of,
and the portion of the Total Revolving Credit Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Revolving Lenders.


“Required Term Lenders” means, as of any date of determination,
Term Lenders holding more than 50% of the aggregate principal amount of the
Term Loans outstanding on such date; provided that the Term Loans held
by any Defaulting Lender shall be excluded for purposes of making a
determination of Required Term Lenders.


“Responsible
Officer” means the chief executive officer, president, vice
president, chief financial officer, treasurer, assistant treasurer, controller,
secretary or assistant secretary of a Loan Party.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed to
have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


“Restricted
Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other Equity
Interest of any Person or any of its Subsidiaries, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such capital stock or other
Equity Interest, or on account of any return of capital to any Person’s
stockholders, partners or members (or the equivalent of any thereof), or any
option, warrant or other right to acquire any such dividend or other
distribution or payment.


“Revaluation Date” means (a) with respect to any Letter of
Credit, each of the following:  (i) each
date of issuance of a Letter of Credit denominated in a currency other than
Dollars, (ii) each date of an amendment of any such Letter of Credit
denominated in a currency other than Dollars having the effect of increasing
the amount thereof (solely with respect to the increased amount), (iii) each
date of any payment by an L/C Issuer under any Letter of Credit denominated in
a currency other than Dollars, and (iv) such additional dates as the
Administrative Agent or the applicable L/C Issuer shall reasonably determine or
the Required Lenders shall reasonably require and as to which, to the extent
reasonably practicable, the Parent shall be given prior notice and (b) with
respect to any other Credit Extension and Outstanding Amounts in a currency
other than Dollars, such dates as the Administrative Agent shall reasonably
determine or the Required Lenders shall reasonably require and as to which, to
the extent reasonably practicable, the Parent shall be given prior notice; provided
that such dates pursuant to clauses (a)(iv) and (b) hereof shall be no more
frequent than once in any month absent the continuation of an Event of Default.


“Revenue” means, for any period, the consolidated revenue of a
Person and its Subsidiaries for such period determined in accordance with GAAP.


“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period made by each of the Revolving Credit
Lenders pursuant to Section 2.01(b) or Section 2.01(c) and, in
the case of BA Loans, having the same BA Maturity Date.


“Revolving
Credit Commitment” means a U.S. Revolving Credit Commitment and/or a
Canadian Revolving Credit Commitment, as the context may require.



 25
 






 



“Revolving Credit Commitment Increase” has the meaning specified
in Section 2.15(a).


“Revolving
Credit Facility” means the U.S. Revolving Credit Facility and/or the
Canadian Revolving Credit Facility, as the context may require.


“Revolving
Credit Lender” means any U.S. Revolving Credit Lender and/or any
Canadian Revolving Credit Lender, as the context may require.


“Revolving
Credit Loan” means a U.S. Revolving Credit Loan and/or a Canadian
Revolving Credit Loan, as the context may require.


“Revolving
Credit Note” means a promissory note made by a Borrower in favor of a
Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans,
as the case may be, made by such Revolving Credit Lender, in substantially the
form of Exhibit C-2.


“Senior Credit Facilities” means, collectively, the Term Facility,
the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility.


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor thereto, and where reference is made herein
to a rating category of S&P, such rating category shall include the
equivalent corresponding rating category used by any such successor rating
agency.


“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


“Securities Laws” means (i) the Securities Act of 1933, the
Securities Exchange Act of 1934, Sarbanes-Oxley, and, in each case, the rules
and regulations of the SEC promulgated thereunder, and the applicable
accounting and auditing principles, rules, standards and practices promulgated,
approved or incorporated by the SEC or the PCAOB, as each of the foregoing may
be amended and in effect on any applicable date under this Agreement and (ii) the
Canadian Securities Laws.


“Senior Notes” means the 8 3⁄4% senior unsecured notes of the Parent due June
1, 2013 originally issued in an aggregate principal amount of $200,000,000.


“Senior Notes Indenture” means the indenture dated as of June
18, 2003 between the Parent, as issuer and Wells Fargo Bank Minnesota, N.A., as
trustee with respect to the Senior Notes, as amended, supplemented or otherwise
modified in accordance with its terms, and the first supplemental indenture
with respect to the Notes, dated February 13, 2006, as amended, supplemented or
otherwise modified in accordance with its terms, along with all other
supplemental indentures thereto.


“SPC”
has the meaning specified in Section 11.06(h).


“Spot Rate” for a currency means the rate determined by the
Administrative Agent or the applicable L/C Issuer, as the case may be, to be
the rate quoted by the Person acting in such capacity as the spot rate for the
purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. (New York
time) on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Administrative Agent or
the applicable L/C Issuer may obtain such spot rate from another financial 



 26
 






 



institution
designated by the Administrative Agent or the applicable L/C Issuer if the
Person acting in such capacity does not have as of the date of determination a
spot buying rate for any such currency; and provided further that
the applicable L/C Issuer may use such spot rate quoted on the date as of which
the foreign exchange computation is made in the case of any Letter of Credit
denominated in Canadian Dollars.


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares or
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Parent.


“Subsidiary Guarantors” means, collectively, the Subsidiaries of
the Parent listed on Schedule 5.12 that are required to execute the
Subsidiary Guaranty and each other Subsidiary of the Parent that shall be
required to execute and deliver a guaranty or guaranty supplement pursuant to Section
6.11.


“Subsidiary Guaranty” means the Subsidiary Guaranty made by the
Subsidiary Guarantors in favor of the Administrative Agent, the L/C Issuers and
the Lenders, substantially in the form of Exhibit F, together with each other
guaranty and guaranty supplement delivered pursuant to Section 6.11.


“Swap
Contract” means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


“Swap
Termination Value” means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).


“Swing Line
Borrowing” means a U.S. Swing Line Borrowing or a Canadian Swing
Line Borrowing, as the context may require.



 27













 


“Swing
Line Facility” means the U.S. Swing Line Facility and/or the
Canadian Swing Line Facility, as the context may require.


“Swing
Line Lender” means a U.S. Swing Line Lender or a Canadian Swing Line
Lender, as the context may require.


“Swing
Line Loan” means a U.S. Swing Line Loan or a Canadian Swing Line
Loan, as the context may require.


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant
to Sections 2.04.A(b) or 2.04.B(b), which, if in writing, shall
be substantially in the form of Exhibit B.


“Swing Line Sublimit” means an amount
equal to the lesser of (a) in the case of the U.S. Swing Line Facility,
$20,000,000 and in the case of the Canadian Swing Line Facility, $20,000,000
and (b) the applicable Revolving Credit Facility.  Each Swing Line Sublimit is part of, and not
in addition to, the applicable Revolving Credit Facility.


“Synthetic
Lease Obligation” means the monetary obligation of a Person under
(a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property (including sale and leaseback
transactions), in each case, creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).


“Tangible Assets” means, at any date of determination, for any
Person, Total Assets on that date less, without duplication: (i) the net
book value of all licenses, patents, patent applications, copyrights,
trademarks, trade or brand names, goodwill, non-compete agreements or
organizational expenses and other like intangibles; (ii) unamortized issuance
expenses related to Indebtedness; (iii) all reserves for depreciation,
obsolescence, depletion and amortization of assets (excluding reserves for
assets in clause (i) above); and (iv) all other proper reserves for assets
which in accordance with GAAP should be provided in connection with such
Person’s business; in each case, of or by the Person and its Subsidiaries on a
consolidated basis on such date.


“Target” has the meaning specified in the Preliminary Statements
to this Agreement.


“Target
Stock” means Equity Interests of the Target.


“Tax Act” means the Income Tax Act (Canada).


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other similar charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.


“Term
Borrowing” means a borrowing consisting of simultaneous Term Loans
of the same Type and, in the case of Eurodollar Rate Loans, having the same
Interest Period made by each of the Term Lenders pursuant to Section
2.01(a).


“Term
Commitment” means, as to each Term Lender, its obligation to
make Term Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Term Lender’s name on Schedule 2.01 under the
caption “Term Commitment” or opposite such caption in the Assignment and
Assumption pursuant to which such 



 28
 






 



Term
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.


“Term Commitment Increase” has the meaning specified in Section
2.16(a).


“Term
Facility” means, at any time, (a) on or prior to the Closing
Date, the aggregate amount of the Term Commitments at such time and
(b) thereafter, the aggregate principal amount of the Term Loans of all
Term Lenders outstanding at such time.


“Term Lender” means (a) at any time on or prior to the
Closing Date, any Lender that has a Term Commitment at such time and
(b) at any time after the Closing Date, any Lender that holds
Term Loans at such time.


“Term
Loan” means an advance made by any Term Lender under the Term
Facility.


“Term Note” means a promissory note made by a Borrower in
favor of a Term Lender evidencing Term Loans made by such
Term Lender, in substantially the form of Exhibit C-1.


“Threshold
Amount” means $50,000,000.


“Total Assets” means, at any date of determination, the total
assets of a Person and its Subsidiaries on a consolidated basis as of that date
determined in accordance with GAAP.


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.


“Total Revolving Credit Outstandings” means the aggregate
Outstanding Amount of all Revolving Credit Loans, BA Loans, Swing Line Loans
and L/C Obligations.


“Transaction”
means, collectively, (a) the consummation of the Merger, (b) the entering into
by the Loan Parties of the Loan Documents, (c) the refinancing of certain
outstanding Indebtedness, including the refinancing or replacement of letters
of credit, of the Parent and Target, and (d) the payment of the fees and
expenses incurred in connection with the consummation of the foregoing.


“Type”
means, with respect to a Loan, its character as a Base Rate Loan, U.S. Base
Rate Loan, Eurodollar Rate Loan, Canadian Prime Rate Loan or BA Loan.


“Unfunded Pension Liability” means the excess of a U.S. Pension
Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that U.S. Pension Plan’s assets, determined in accordance with
the assumptions used for funding the U.S. Pension Plan pursuant to
Section 412 of the Code for the applicable plan year.


“Unfunded Canadian Pension Liability” means the excess of a
Canadian Pension Plan’s going concern liabilities over the value of that
Canadian Pension Plan’s assets determined in accordance with the actuarial
methods and assumptions consistent with the valuation last filed with the
applicable Governmental Authority.


“United
States” and “U.S.” mean the United States of America.


“Unreimbursed
Amount” has the meaning specified in Section 2.03(b)(i).



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“U.S. Base Rate” means for any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b)
the rate of interest in effect for such day established from time to time by
Bank of America (Canada Branch) as its “prime rate” for borrowings in Dollars
made in Canada.  The “prime rate” is a
rate set by Bank of America (Canada Branch) based upon various factors
including Bank of America (Canada Branch)’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such established
rate.  Any change in such rate
established by Bank of America (Canada Branch) shall take effect at the opening
of business on the day specified for such change.


“U.S. Base Rate Loan” means a
Canadian Revolving Credit Loan that bears interest based on the U.S. Base Rate.


“U.S. Borrower” means a Borrower that is organized under the
laws of a jurisdiction located within the United States.


“U.S. Dollar”, “Dollar” and “$” mean lawful money of the United
States.


“U.S. L/C Advance” means, with respect to each U.S. Revolving
Credit Lender, such Lender’s funding of its participation in any U.S. L/C
Borrowing in accordance with its Applicable Percentage.


“U.S. L/C Borrowing” means an extension of credit resulting from a
drawing under any U.S. Letter of Credit which has not been reimbursed on the
date when made or refinanced as a Revolving Credit Borrowing.


“U.S. L/C Credit Extension” means, with respect to any U.S. Letter
of Credit, the issuance thereof or extension of the expiry date thereof, or the
increase of the amount thereof.


“U.S. L/C Issuer” means Bank of America in its capacity as
issuer of Letters of Credit under the U.S. Revolving Credit Facility, or any
successor issuer of Letters of Credit hereunder; provided that, LaSalle
Bank (or its successor, ABN AMRO Bank N.V.) shall be a U.S. L/C Issuer in
respect of the Existing Letters of Credit issued by LaSalle Bank listed on Schedule
1.01; and provided further, that LaSalle Bank (or its successor,
ABN AMRO Bank N.V.), in its capacity as a U.S. L/C Issuer, shall have no
obligation hereunder to issue any new Letter of Credit or to extend or renew
any Existing Letter of Credit under this Agreement, and all Letters of Credit
(or related arrangements) issued by LaSalle Bank or any of its Affiliates for
the account of the Borrowers hereunder shall be replaced with Letters of Credit
issued hereunder no later than one year following the Closing Date.


“U.S. L/C Obligations” means, as at any date of determination,
the aggregate amount available to be drawn under all outstanding U.S. Letters
of Credit plus the aggregate of all Unreimbursed Amounts in respect of
U.S. Letters of Credit, including all U.S. L/C Borrowings.  For purposes of computing the amount
available to be drawn under any U.S. Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any
date of determination a U.S. Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


“U.S. Letter of Credit” means any letter of credit issued under
the U.S. Revolving Credit Facility and shall include the Existing Letters of
Credit.  A U.S. Letter of Credit may be a
commercial letter of credit or a standby letter of credit.



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“U.S. Letter of Credit Commitment” means the commitment of the
U.S. L/C Issuer to issue Letters of Credit under the U.S. Revolving Credit
Facility, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.01
under the caption “U.S. Letter of Credit Commitment” or opposite such caption
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.


“U.S. Pension Plan” means any “employee pension benefit plan” (as such
term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan,
that is subject to Title IV of ERISA and is sponsored or maintained by the
Parent or any ERISA Affiliate or to which the Parent or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.


“U.S. Revolving Credit Borrowing” means a borrowing consisting of
simultaneous U.S. Revolving Credit Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the U.S.
Revolving Credit Lenders pursuant to Section 2.01(b).


“U.S. Revolving Credit Commitment” means, as to each U.S.
Revolving Credit Lender, its obligation to (a) make U.S. Revolving Credit Loans
to the U.S. Borrowers pursuant to Section 2.01(b), (b) purchase
participations in U.S. L/C Obligations, and (c) purchase participations in U.S.
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 under the caption “U.S. Revolving Credit Commitment” or opposite such
caption in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.


“U.S. Revolving Credit Facility” means, at any time, the aggregate
amount of the U.S. Revolving Credit Lenders’ U.S. Revolving Credit Commitments
at such time.


“U.S. Revolving Credit Lender” means, at any time, any Lender that
has a U.S. Revolving Credit Commitment at such time.


“U.S. Revolving Credit Loan” has the meaning specified in Section
2.01(b).


“U.S. Swing Line Borrowing” means a borrowing of a U.S. Swing Line
Loan pursuant to Section 2.04.A.


“U.S. Swing
Line Facility” means
the revolving credit facility made available by the U.S. Swing Line Lender
pursuant to Section 2.04.A.


“U.S. Swing Line Lender” means Bank of America in its capacity as
provider of U.S. Swing Line Loans, or any successor swing line lender
hereunder.


“U.S. Swing Line Loan” has the meaning specified in Section
2.04.A(a).


1.02         Other Interpretive Provisions.  With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:


(a)           The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the 



 31
 






 



corresponding masculine,
feminine and neuter forms.  The words “include,”
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a
Loan Document to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


(b)           In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”


(c)           Section headings herein and in the
other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document.


1.03         Accounting Terms.  (a)  Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed
herein.


(b)           Changes
in GAAP.  If at any time any change
in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Parent or the Required Lenders shall
so request, the Administrative Agent, the Lenders and the Parent shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (ii) the Parent shall provide to the
Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made
before and after giving effect to such change in GAAP.


1.04         Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is 



 32
 






 



expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


1.05         Times of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


1.06         Letter of Credit Amounts  Unless otherwise specified herein, the amount
of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent
of the stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


1.07         Exchange Rates; Currency Equivalents..  The Administrative Agent or the applicable
L/C Issuer, as applicable, shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in currencies other than
Dollars.  Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur.  Except for
purposes of financial statements delivered by Loan Parties hereunder or
calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes
of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent or the applicable L/C Issuer, as applicable.


ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01         The Loans and Letters of Credit.  (a)  The Term Borrowing.  Subject to the terms and conditions set forth
herein, each Term Lender severally agrees to make a single loan in U.S.
Dollars to the Borrowers on the Closing Date in an amount not to exceed such
Term Lender’s Applicable Percentage of the Term Facility.  The Term Borrowing shall consist of Term
Loans made simultaneously by the Term Lenders in accordance with their
respective Applicable Percentage of the Term Facility.  Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed. 
Term Loans may be Base Rate Loans, U.S. Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.


(b)           The
U.S. Revolving Credit Borrowings. 
Subject to the terms and conditions set forth herein, each U.S.
Revolving Credit Lender severally agrees to make loans (each such loan, a “U.S.
Revolving Credit Loan”) in U.S. Dollars to the U.S. Borrowers,
from time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender’s U.S. Revolving Credit Commitment; provided that, after giving
effect to any U.S. Revolving Credit Borrowing, (i) the Total Revolving Credit
Outstandings at such time shall not exceed the U.S. Revolving Credit Facility
at such time and (ii) the aggregate Outstanding Amount of the U.S. Revolving
Credit Loans of any U.S. Revolving Credit Lender, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all U.S.
L/C Obligations, plus such Lender’s Applicable Revolving Credit
Percentage of the Outstanding Amount of all U.S. Swing Line Loans shall not
exceed such Lender’s U.S. Revolving Credit Commitment.  Within the limits of each U.S. Revolving
Credit Lender’s U.S. Revolving Credit Commitment, and subject to the other terms
and conditions hereof, the U.S. Borrowers may borrow under this Section
2.01(b), prepay under Section 2.06, and reborrow under this Section
2.01(b).  U.S. Revolving Credit Loans
may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.



 33
 






 



(c)           The
Canadian Revolving Credit Borrowings. 
Subject to the terms and conditions set forth herein, each Canadian
Revolving Credit Lender severally agrees to make loans (each such loan, a “Canadian
Revolving Credit Loan”) in U.S. Dollars and Canadian Dollars to
the Canadian Borrowers, from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Canadian Revolving Credit Commitment; provided
that, after giving effect to any Canadian Revolving Credit Borrowing, (i) the
Total Revolving Credit Outstandings at such time shall not exceed the U.S.
Revolving Credit Facility at such time, (ii) the Total Revolving Credit
Outstandings in respect of the Canadian Revolving Credit Facility at such time
shall not exceed the Canadian Revolving Credit Facility at such time and (iii)
the aggregate Outstanding Amount of the Canadian Revolving Credit Loans of any
Canadian Revolving Credit Lender, plus such Lender’s Applicable
Revolving Credit Percentage of the Outstanding Amount of all Canadian L/C
Obligations, plus such Lender’s Applicable Revolving Credit Percentage
of the Outstanding Amount of all Canadian Swing Line Loans shall not exceed
such Lender’s Canadian Revolving Credit Commitment.  Within the limits of each Canadian Revolving
Credit Lender’s Canadian Revolving Credit Commitment, and subject to the other
terms and conditions hereof, the Canadian Borrowers may borrow under this Section
2.01(c), prepay under Section 2.06, and reborrow under this Section
2.01(c).  Canadian Revolving Credit
Loans may be (i) in the case of Canadian Revolving Credit Loans that are
denominated in U.S. Dollars, U.S. Base Rate Loans or Eurodollar Rate Loans and
(ii) in the case of Canadian Revolving Credit Loans that are denominated in
Canadian Dollars, Canadian Prime Rate Loans or BA Loans, as further provided
herein.


(d)  U.S. Letter of Credit Commitment.  (i) 
Subject to the terms and conditions set forth herein, (A) each U.S. L/C
Issuer under the U.S. Revolving Credit Facility agrees, in reliance upon the
agreements of the U.S. Revolving Credit Lenders under the U.S. Revolving Credit
Facility set forth in this Section 2.01(d), (1) from time to time on any
Business Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue letters of credit (the “U.S. Letters of Credit”)
in U.S. Dollarsor such other currencies as any
U.S. Borrower may request and which are reasonably available to the applicable
U.S. L/C Issuer, for the account of the U.S. Borrowers or their respective
Subsidiaries, and to amend or extend U.S. Letters of Credit previously issued
by it, in accordance with Section 2.03(a), and (2) to honor drawings
under the U.S. Letters of Credit issued by it; and (B) the U.S. Revolving
Credit Lenders under the U.S. Revolving Credit Facility severally agree to
participate in U.S. Letters of Credit issued under the U.S. Revolving Credit
Facility for the account of the U.S. Borrowers and their respective
Subsidiaries and any drawings thereunder; provided that after giving
effect to any U.S. L/C Credit Extension with respect to any U.S. Letter of
Credit, (x) the Total Revolving Credit Outstandings at such time shall not
exceed the U.S. Revolving Credit Facility at such time and (y) the aggregate
Outstanding Amount of the U.S. Revolving Credit Loans of any U.S. Revolving
Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage
of the Outstanding Amount of all U.S. L/C Obligations, plus such
Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of
all U.S. Swing Line Loans shall not exceed such Lender’s U.S. Revolving Credit
Commitment.  Each request by a U.S.
Borrower for the issuance or amendment of a U.S. Letter of Credit shall be
deemed to be a representation by such U.S. Borrower that the U.S. L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence.  Within the
foregoing limits, and subject to the terms and conditions hereof, each U.S.
Borrower’s ability to obtain U.S. Letters of Credit shall be fully revolving,
and accordingly the U.S. Borrowers may, during the foregoing period, obtain
U.S. Letters of Credit to replace U.S. Letters of Credit that have expired or
that have been drawn upon and reimbursed. 
All Existing Letters of Credit issued for the account of U.S. Borrowers
or their Subsidiaries shall be deemed to have been issued pursuant hereto, and
from and after the Closing Date shall be subject to and governed by the terms
and conditions hereof.


(ii)           No
U.S. L/C Issuer shall issue any U.S. Letter of Credit if:



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(A)          subject to Section
2.03(a)(iv), the expiry date of such requested U.S. Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required Revolving Lenders have approved such expiry date; or


(B)           the expiry date of
such requested U.S. Letter of Credit would occur after the Letter of Credit
Expiration Date, unless all the U.S. Revolving Credit Lenders have approved
such expiry date.


(iii)          No U.S. L/C Issuer shall be under any
obligation to issue any U.S. Letter of Credit if:


(A)          any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain such U.S. L/C Issuer from issuing such U.S.
Letter of Credit, or any Law applicable to such U.S. L/C Issuer or any request
or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such U.S. L/C Issuer shall prohibit, or
request that such U.S. L/C Issuer refrain from, the issuance of letters of
credit generally or such U.S. Letter of Credit in particular or shall impose
upon such U.S. L/C Issuer with respect to such U.S. Letter of Credit any
restriction, reserve or capital requirement (for which such U.S. L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or
shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which
was not applicable on the Closing Date (for which such U.S. L/C Issuer is not
otherwise compensated hereunder) and which such U.S. L/C Issuer in good faith
deems material to it;


(B)           the issuance of such
U.S. Letter of Credit would violate one or more policies of such U.S. L/C
Issuer applicable to letters of credit generally;


(C)           except as otherwise
agreed by the Administrative Agent and such L/C Issuer, such U.S. Letter of
Credit is in an initial stated amount of less than $25,000;


(D)          such L/C Issuer does not as of the
issuance date of such requested U.S. Letter of Credit issue letters of credit
in the requested currency;


(F)           such U.S. Letter of Credit contains
any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or


(G)           a default of any U.S. Revolving
Credit Lender’s obligations to fund under Section 2.03(b) exists or any
U.S. Revolving Credit Lender is at such time a Defaulting Lender hereunder,
unless such issuance is consented to by such L/C Issuer; provided that,
if such L/C Issuer does not provide such consent, then the applicable Borrower
may replace such Defaulting Lender in accordance with Section 11.13.


(iv)          No U.S. L/C Issuer shall amend any
U.S. Letter of Credit if such L/C Issuer would not be permitted at such time to
issue such U.S. Letter of Credit in its amended form under the terms hereof.


(v)           No U.S. L/C Issuer shall be under any
obligation to amend any U.S. Letter of Credit if such U.S. L/C Issuer would
have no obligation at such time to issue such U.S. Letter of Credit in its
amended form under the terms hereof.



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(vi)          Each U.S. L/C Issuer under the U.S.
Revolving Credit Facility shall act on behalf of the U.S. Revolving Credit
Lenders under such U.S. Revolving Credit Facility with respect to any U.S.
Letters of Credit issued by it thereunder and the documents associated
therewith, and each such U.S. L/C Issuer shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by such U.S. L/C Issuer in
connection with U.S. Letters of Credit issued by it or proposed to be issued by
it and Issuer Documents pertaining to such U.S. Letters of Credit as fully as
if the term “Administrative Agent” as used in Article IX included such
U.S. L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to such U.S. L/C Issuer.


(e)  Canadian Letter of Credit Commitment.  (i) 
Subject to the terms and conditions set forth herein, (A) each Canadian
L/C Issuer under the Canadian Revolving Credit Facility agrees, in reliance
upon the agreements of the Canadian Revolving Credit Lenders under the Canadian
Revolving Credit Facility set forth in this Section 2.01(e), (1) from
time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue letters of credit (the “Canadian
Letters of Credit”) in U.S. Dollars, Canadian Dollarsor
such other currencies as any Canadian Borrower may request and which are
reasonably available to the applicable Canadian L/C Issuer, for the account of
the Canadian Borrowers or their respective Subsidiaries, and to amend or extend
Canadian Letters of Credit previously issued by it, in accordance with Section
2.03(b), and (2) to honor drawings under the Canadian Letters of Credit
issued by it; and (B) the Canadian Revolving Credit Lenders under the Canadian
Revolving Credit Facility severally agree to participate in Canadian Letters of
Credit issued under the Canadian Revolving Credit Facility for the account of
the Canadian Borrowers and their respective Subsidiaries and any drawings
thereunder; provided that after giving effect to any Canadian L/C Credit
Extension with respect to any Canadian Letter of Credit, (w) the Total
Revolving Credit Outstandings at such time shall not exceed the U.S. Revolving
Credit Facility, (x) the Total Revolving Credit Outstandings in respect of the
Canadian Revolving Credit Facility at such time shall not exceed the Canadian
Revolving Credit Facility and (y) the aggregate Outstanding Amount of the
Canadian Revolving Credit Loans of any Canadian Revolving Credit Lender, plus
such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount
of all Canadian L/C Obligations, plus such Lender’s Applicable Revolving
Credit Percentage of the Outstanding Amount of all Canadian Swing Line Loans
shall not exceed such Lender’s Canadian Revolving Credit Commitment.  Each request by a Canadian Borrower for the
issuance or amendment of a Canadian Letter of Credit shall be deemed to be a representation
by such Borrower that the Canadian L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to
the terms and conditions hereof, each Canadian Borrower’s ability to obtain
Canadian Letters of Credit shall be fully revolving, and accordingly the
Canadian Borrowers may, during the foregoing period, obtain Canadian Letters of
Credit to replace Canadian Letters of Credit that have expired or that have
been drawn upon and reimbursed.  All Existing
Letters of Credit issued for the account of Canadian Borrowers or their
Subsidiaries shall be deemed to have been issued pursuant hereto, and from and
after the Closing Date shall be subject to and governed by the terms and
conditions hereof.


(ii)           No
Canadian L/C Issuer shall issue any Canadian Letter of Credit if:


(A)          subject to Section
2.03(a)(iv), the expiry date of such requested Canadian Letter of Credit
would occur more than twelve months after the date of issuance or last
extension, unless the Required Revolving Lenders have approved such expiry
date; or


(B)           the expiry date of
such requested Canadian Letter of Credit would occur after the Letter of Credit
Expiration Date, unless all the Revolving Credit Lenders have approved such
expiry date.



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(iii)          No Canadian L/C Issuer shall be under
any obligation to issue any Canadian Letter of Credit if:


(A)          any order, judgment
or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain such Canadian L/C Issuer from issuing such
Canadian Letter of Credit, or any Law applicable to such Canadian L/C Issuer or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over such Canadian L/C Issuer shall
prohibit, or request that such Canadian L/C Issuer refrain from, the issuance
of letters of credit generally or such Canadian Letter of Credit in particular
or shall impose upon such Canadian L/C Issuer with respect to such Canadian
Letter of Credit any restriction, reserve or capital requirement (for which
such Canadian L/C Issuer is not otherwise compensated hereunder) not in effect
on the Closing Date, or shall impose upon such Canadian L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date
(for which such Canadian L/C Issuer is not otherwise compensated hereunder) and
which such Canadian L/C Issuer in good faith deems material to it;


(B)           the issuance of such
Canadian Letter of Credit would violate one or more policies of such Canadian
L/C Issuer applicable to letters of credit generally;


(C)           except as otherwise
agreed by the Administrative Agent and such Canadian L/C Issuer, such Canadian
Letter of Credit is in an initial stated amount of less than $25,000;


(D)          such Canadian L/C Issuer does not as
of the issuance date of such requested Canadian Letter of Credit issue letters
of credit in the requested currency;


(F)           such Canadian Letter of Credit
contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or


(G)           a default of any Lender’s obligations
to fund under Section 2.03(b) exists or any Lender is at such time a
Defaulting Lender hereunder, unless such issuance is consented to by such L/C
Issuer; provided that, if such L/C Issuer does not provide such consent,
then the applicable Borrower may replace such Defaulting Lender in accordance
with Section 11.13.


(iv)          No Canadian L/C Issuer shall amend any
Canadian Letter of Credit if such Canadian L/C Issuer would not be permitted at
such time to issue such Canadian Letter of Credit in its amended form under the
terms hereof.


(v)           No Canadian L/C Issuer shall be under
any obligation to amend any Canadian Letter of Credit if such Canadian L/C
Issuer would have no obligation at such time to issue such Canadian Letter of
Credit in its amended form under the terms hereof.


(vi)          Each Canadian L/C Issuer under the
Canadian Revolving Credit Facility shall act on behalf of the Canadian
Revolving Credit Lenders under the Canadian Revolving Credit Facility with
respect to any Canadian Letters of Credit issued by it thereunder and the
documents associated therewith, and each such Canadian L/C Issuer shall have
all of the benefits and immunities (A) provided to the Administrative
Agent in Article IX with respect to any acts taken or omissions suffered
by such Canadian L/C Issuer in connection with Canadian Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to
such Canadian 



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Letters of Credit as fully
as if the term “Administrative Agent” as used in Article IX included
such Canadian L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to such Canadian L/C Issuer.


2.02         Borrowings, Conversions and
Continuations of Loans.  (a)  Each Term Borrowing, each Revolving Credit
Borrowing, each conversion of Term Loans or Revolving Credit Loans from one
Type to the other, and each continuation of Eurodollar Rate Loans shall be made
upon a Borrower’s irrevocable notice to the Administrative Agent, which may be
given by telephone.  Each such notice
must be received by the Administrative Agent not later than the Applicable Time
(i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans, in respect of the Term Facility and
the U.S. Revolving Credit Facility, or U.S. Base Rate Loan, in the case of the
Canadian Revolving Credit Facility, and (ii) on the requested date of any
Borrowing of Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate
Loans; provided, however, that if a Borrower wishes to request
Eurodollar Rate Loans having an Interest Period other than one, two, three or
six months in duration as provided in the definition of “Interest Period”, the
applicable notice must be received by the Administrative Agent not later than
the Applicable Time four Business Days prior to the requested date of such
Borrowing, conversion or continuation, whereupon the Administrative Agent shall
give prompt notice to the Lenders of such request and determine whether the
requested Interest Period is acceptable to all of them.  Not later than the Applicable Time, three Business
Days before the date of such Borrowing, conversion or continuation requested
pursuant to the immediately preceding proviso, the Administrative Agent shall
notify the applicable Borrower (which notice may be by telephone) whether or
not the requested Interest Period has been consented to by all the
Lenders.  Each telephonic notice by a
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of such
Borrower.  Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$2,500,000 or a whole multiple of $1,000,000 in excess thereof (or such lesser
amount to the extent representing the remaining Outstanding Amount under the
Term Facility).  Except as provided in Sections
2.03(b), 2.04.A(c) and 2.04.B(c), each Borrowing of or
conversion to Base Rate Loans or U.S. Base Rate Loans or Borrowing of Canadian
Prime Rate Loans shall be in a principal amount of $500,000 or C$500,000, as
applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in
excess thereof (or such lesser amount to the extent representing the remaining
Outstanding Amount under the Term Facility). 
Each Committed Loan Notice (whether telephonic or written) shall specify
(i) whether the Borrower is requesting a Term Borrowing, a Revolving
Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one
Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing Term Loans or Revolving Credit Loans are to be converted, (v) if
applicable, the duration of the Interest Period with respect thereto, (vi) the
currency of the Borrowing, and (vii) if applicable, the Designated Borrower.  If the Borrower fails to specify a currency
in a Committed Loan Notice requesting a Borrowing, then the Loans so requested
shall be made in U.S. Dollars unless Canadian Prime Rate Loans are specified,
in which case the Loans shall be made in Canadian Dollars.  If a Borrower fails to specify a Type of Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation in respect of a Loan other than a
Eurodollar Rate Loan or Bankers’ Acceptance or BA Equivalent Loan, then the
applicable Term Loans or Revolving Credit Loans shall be made as, or converted
to, Base Rate Loans, in the case of Term Loans or U.S. Revolving Credit Loans,
or U.S. Base Rate Loans or, if Canadian currency has been specified, Canadian
Prime Rate Loans, in the case of Canadian Revolving Credit Loans.  If a Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, or if the Borrower fails
to give timely notice requesting a conversion or continuation of an outstanding
Eurodollar Rate Loan, such Eurodollar Rate 



 38
 






 



Loan
shall be made as, or will be continued as, a Eurodollar Rate Loan with an
Interest Period of one month. 
Notwithstanding anything to the contrary herein, a Swing Line Loan shall
only be a Base Rate Loan, in the case of U.S. Swing Line Loans, or a U.S. Base
Rate Loan, in the case of Canadian Swing Line Loans, and may not be converted
to a Eurodollar Rate Loan.  No Loan may
be converted into or continued as a Loan denominated in a different currency,
but instead must be prepaid in the original currency of such Loan and
reborrowed in the other currency.


(b)           Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount (and currency) of its Applicable Percentage
under the applicable Facility of the applicable Term Loans or Revolving
Credit Loans, and if no timely notice of a conversion or continuation is
provided by the applicable Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans or U.S.
Base Rate Loans or Canadian Prime Rate Loans or continuation as a Eurodollar
Rate Loan having an Interest Period of one month, as the case may be, described
in Section 2.02(a).  In the case
of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate
Lender shall make the amount of its Loan available to the Administrative Agent
in immediately available funds at the Administrative Agent’s Office not later
than 2:00 p.m. (New York time) on the Business Day specified in the applicable
Committed Loan Notice.  Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the
applicable Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of such Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by such Borrower; provided, however,
that if, on the date a Committed Loan Notice with respect to a Revolving Credit
Borrowing is given by a Borrower, there are L/C Borrowings outstanding, then
the proceeds of such Revolving Credit Borrowing, first, shall be applied
to the payment in full of any such L/C Borrowings, and second, shall be
made available to such Borrower as provided above.


(c)           Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan.  During the existence of an Event
of Default under Section 8.01(a), (f) or (g), no Loans may
be requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.


(d)           The
Administrative Agent shall promptly notify the applicable Borrowers and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate.  At any time that Base Rate Loans, U.S. Base
Rate Loans or Canadian Prime Rate Loans are outstanding, the Administrative
Agent shall notify the applicable Borrowers and the Lenders of any change in
Bank of America’s prime rate used in determining the Base Rate, the U.S. Base
Rate or the Canadian Prime Rate, as applicable, promptly following such change.


(e)           After
giving effect to all Term Borrowings, all conversions of Term Loans
from one Type to the other, and all continuations of Term Loans as the
same Type, there shall not be more than 10 Interest Periods in effect in
respect of the Term Facility.  After
giving effect to all Revolving Credit Borrowings, all conversions of Revolving
Credit Loans from one Type to the other, and all continuations of Revolving
Credit Loans as the same Type, there shall not be more than 20 Interest Periods
in effect in respect of the U.S. Revolving Credit Facility and 10 BA Maturity
Dates and 10 Interest Periods in effect in respect of the Canadian Revolving
Credit Facility.


(f)            Anything
in this Section 2.02 to the contrary notwithstanding, the applicable
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than the Applicable Time on a Business Day at least two Business Days
prior to the date of the proposed 



 39
 






 



conversion
and subject to the provisions of Sections 2.17 or 2.18, convert
all or any portion of the Canadian Prime Rate Loans comprising part of the same
Borrowing to Drawings in accordance with Section 2.17(a) hereof; provided,
however, that any conversion of Bankers’ Acceptances or BA Equivalent Advances
shall be made in accordance with Section 2.18 and shall be converted
only to Canadian Prime Rate Loans.  Each
notice by a Borrower pursuant to this Section 2.02(f) must be confirmed
promptly by delivery to the Administrative Agent of a written Notice of
Drawing, appropriately completed and signed by a Responsible Officer of such
Borrower, and shall specify (A) the date of such conversion, (B) the Canadian
Prime Rate Loans to be converted, (C) if less than all of the Canadian Prime
Rate Loans comprising part of any Borrowing are to be converted, the aggregate
amount of Canadian Prime Rate Loans to be so converted and (D) the initial term
to maturity of the Bankers’ Acceptances or BA Equivalent Advances (which shall
comply with the definition of “Maturity Date” in Section 1.01); provided
further, that if the Face Amount of a Bankers’ Acceptances and Notional
Bankers’ Acceptances to be created and purchased by any Lender is not
C$100,000, or an integral multiple thereof, such Face Amount shall be increased
or reduced by the Administrative Agent in its sole discretion to the nearest
integral multiple of C$100,000.  Each
notice of conversion under this Section 2.02(f) shall be irrevocable and
binding on the applicable Borrower.


(g)           To
the extent of any inconsistency between the provisions of Section 2.02(f)
and Section 2.18 as regards the conversion of Bankers’ Acceptances and
BA Equivalent Advances, the provisions of Section 2.18 shall apply.


2.03         Letters
of Credit. Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit. 
(a)  (i)  Each Letter of Credit shall be issued or
amended, as the case may be, in the case of a proposed Letter of Credit to be
issued under the U.S. Revolving Credit Facility, upon the request of a U.S.
Borrower delivered to a U.S. L/C Issuer (with a copy to the Administrative
Agent), or, in the case of a proposed Letter of Credit to be issued under the
Canadian Revolving Credit Facility, upon the request of a Canadian Borrower
delivered to a Canadian L/C Issuer (with a copy to the Administrative Agent),
in each case in the form of a Letter of Credit Application, appropriately
completed and signed by a Responsible Officer of such Borrower.  Such Letter of Credit Application must be
received by the applicable L/C Issuer and the Administrative Agent not later
than the Applicable Time at least two Business Days (or such later date and
time as the Administrative Agent and such L/C Issuer may agree in a particular
instance in their sole discretion) prior to the proposed issuance date or date
of amendment, as the case may be.  In the
case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail reasonably satisfactory to
such L/C Issuer:  (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business
Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the
name and address of the beneficiary thereof; (E) the documents to be presented
by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other information as such L/C Issuer may require.  In the case of a request for an amendment of
any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the applicable L/C Issuer (A) the
Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and
(D) such other information as such L/C Issuer may reasonably require.  Additionally, the applicable Borrower shall
furnish to the applicable L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as such L/C Issuer or the
Administrative Agent may reasonably require.


(ii)           Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer
will confirm with the Administrative Agent (by telephone or in writing) that
the Administrative Agent has received a copy of such Letter of Credit
Application from the applicable Borrower and, if not, such L/C Issuer will
provide the Administrative Agent with a copy thereof.  Unless the applicable L/C 



 40
 






 



Issuer
has received written notice from any Lender under the applicable Revolving
Credit Facility, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied, then, subject to the terms
and conditions hereof, such L/C Issuer shall, on the requested date, issue a
Letter of Credit for the account of such Borrower or the applicable Subsidiary
or enter into the applicable amendment, as the case may be, in each case in
accordance with such L/C Issuer’s usual and customary business practices.


(iii)          Immediately
upon the issuance of each Letter of Credit under the U.S. Revolving Credit
Facility, each U.S. Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the U.S. L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product
of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times
the amount of such Letter of Credit. 
Immediately upon the issuance of each Letter of Credit under the
Canadian Revolving Credit Facility, each Canadian Revolving Credit Lender shall
be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Canadian L/C Issuer a risk participation in such Letter of Credit in
an amount equal to the product of such Revolving Credit Lender’s Applicable
Revolving Credit Percentage times the amount of such Letter of Credit.


(iv)          If a Borrower so requests in any
applicable Letter of Credit Application, each L/C Issuer shall issue a Letter
of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension
Letter of Credit must permit the applicable L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date
of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Extension Notice Date”) in each such
twelve-month period to be agreed upon at the time such Letter of Credit is
issued.  Unless otherwise directed by the
applicable L/C Issuer, a Borrower shall not be required to make a specific
request to such L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has
been issued, the Lenders under the applicable Revolving Credit Facility shall
be deemed to have authorized (but may not require) the applicable L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided, however,
that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer
has determined that it would not be permitted, or would have no obligation at
such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of Sections 2.01(a)
or (e) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Extension Notice Date from the Administrative Agent, any Lender under the
applicable Revolving Credit Facility or a Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied,
and in each such case directing such L/C Issuer not to permit such extension.


(v)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
each L/C Issuer will also deliver to the applicable Borrower and the
Administrative Agent a true and complete copy of such Letter of Credit or
amendment.


(b)           Drawings
and Reimbursements; Funding of Participations.  (i) 
Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the applicable L/C Issuer shall
notify the applicable Borrower and the Administrative Agent thereof.  If the applicable L/C Issuer shall make any
payment in respect of a Letter of Credit, the applicable Borrower shall
reimburse such payment through the Administrative Agent by paying to the
Administrative Agent an amount equal to such payment and in the applicable currency
not later than 2:00 p.m. (New York time) on the date that such payment is made,
if the applicable Borrower shall have received notice of such payment prior to
10:00 a.m. (New York time) on such date, or, if such notice has not been
received by the 



 41
 






 



applicable
Borrower prior to such time, on the Business Day immediately following the day
that the applicable Borrower receives such notice (any such date on which the
applicable Borrower is required to so reimburse, a “Reimbursement Date”)
(subject to the accrual of interest in respect thereof at the Base Rate or the
Canadian Prime Rate, as applicable, plus, in each case, the Applicable
Rate), unless in each case the applicable Borrower shall be deemed to have
requested a Borrowing in accordance with this Section 2.03(b)(i).  In the case of a Letter of Credit denominated
in a currency other than Dollars, the applicable Borrower shall reimburse the
L/C Issuer in such currency, unless (A) the L/C Issuer (at its option) shall
have specified in such notice that it will require reimbursement in Dollars, or
(B) in the absence of any such requirement for reimbursement in Dollars, such
Borrower shall have notified the L/C Issuer promptly following receipt of the
notice of drawing that such Borrower will reimburse the L/C Issuer in
Dollars.  In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in a
currency other than Dollars, the L/C Issuer shall notify the applicable
Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof.  If
such Borrower fails to so reimburse the applicable L/C Issuer by such time, the
Administrative Agent shall promptly notify each Lender under the applicable Revolving
Credit Facility of the Reimbursement Date, the amount and currency of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of
such Lender’s Applicable Revolving Credit Percentage thereof.  In such event, such Borrower shall be deemed
to have requested a Borrowing under the applicable Revolving Credit Facility
of, in the case of Letters of Credit denominated in a currency other than
Canadian Dollars, Base Rate Loans or U.S. Base Rate Loans, as applicable, or,
in the case of Letters of Credit denominated in Canadian Dollars, Canadian
Prime Rate Loans, to be disbursed on the Reimbursement Date in an amount equal
to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.02 for the principal amount of Base Rate Loans,
U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, but subject
to the amount of the unutilized portion of the Revolving Credit Commitments and
the conditions set forth in Section 4.02 (other than the delivery of a
Committed Loan Notice).  Any notice given
by an L/C Issuer or the Administrative Agent pursuant to this Section
2.03(b)(i) may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


(ii)           Each
Lender under each Revolving Credit Facility shall upon any notice pursuant to Section 2.03(b)(i)
make funds available to the Administrative Agent for the account of the
applicable L/C Issuer at the Administrative Agent’s Office in an amount equal
to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not
later than 3:00 p.m. (New York time) on the Business Day specified in such
notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.03(b)(iii), each applicable Revolving Credit Lender that so makes funds
available shall be deemed to have made a Base Rate Loan, U.S. Base Rate Loan or
Canadian Prime Rate Loan, as applicable, to the applicable Borrower in such
amount.  The Administrative Agent shall remit
the funds so received to the applicable L/C Issuer.


(iii)          With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
Credit Borrowing of Base Rate Loans, U.S. Base Rate Loans or Canadian Prime
Rate Loans, as applicable, because the conditions set forth in Section 4.02
cannot be satisfied, the applicable Borrower shall be deemed to have incurred
from the applicable L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each
applicable Revolving Credit Lender’s payment to the Administrative Agent for
the account of the applicable L/C Issuer pursuant to Section 2.03(b)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.


 


 



 42













 


(iv)          Until
each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
pursuant to this Section 2.03(b) to reimburse the applicable L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such
Lender’s Applicable Revolving Credit Percentage of such amount shall be solely
for the account of such L/C Issuer.


(v)           Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit,
as contemplated by this Section 2.03(b), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, any Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Credit Lender’s obligation
to make Revolving Credit Loans pursuant to this Section 2.03(b) is
subject to the conditions set forth in Section 4.02 (other than delivery
by the applicable Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of a Borrower to reimburse the
applicable L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.


(vi)          If
any Revolving Credit Lender fails to make available to the Administrative Agent
for the account of an L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(b) by the time
specified in Section 2.03(b)(ii), such L/C Issuer shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to such L/C
Issuer at a rate per annum equal to the applicable Overnight Rate from time to
time in effect, plus any administrative, processing or similar fees customarily
charged by such L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest
and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan
included in the relevant Borrowing or L/C Advance in respect of the relevant
L/C Borrowing, as the case may be.  A
certificate of an L/C Issuer submitted to any Revolving Credit Lender (through
the Administrative Agent) with respect to any amounts owing under this Section 2.03(b)(vi)
shall be conclusive absent manifest error.


(c)           Repayment
of Participations.  (i)  At any time after an L/C Issuer has made a
payment under any Letter of Credit and has received from any Revolving Credit
Lender such Lender’s L/C Advance in respect of such payment in accordance with Section
2.03(b), if the Administrative Agent receives for the account of such L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from a Borrower or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Applicable Revolving
Credit Percentage thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s L/C Advance
was outstanding) in the same funds as those received by the Administrative
Agent.


(ii)           If
any payment received by the Administrative Agent for the account of an L/C
Issuer pursuant to Section 2.03(b)(i) is required to be returned under
any of the circumstances described in Section 11.05 (including pursuant
to any settlement entered into by such L/C Issuer in its discretion), each
Lender under the applicable Revolving Credit Facility shall pay to the
Administrative Agent for the account of such L/C Issuer its Applicable
Revolving Credit Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.



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(d)           Obligations
Absolute.  The obligation of the
applicable Borrowers to reimburse each L/C Issuer for each drawing under each
Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances, including the following:


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


(ii)           the existence of any claim,
counterclaim, setoff, defense or other right that any Borrower or any
Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the applicable L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;


(iii)          any draft, demand, certificate or
other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;


(iv)          any payment by the applicable L/C
Issuer under such Letter of Credit against presentation of a draft or certificate
that does not strictly comply with the terms of such Letter of Credit; or any
payment made by the applicable L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
for the benefit of creditors, liquidator, receiver or other representative of
or successor to any beneficiary or any transferee of such Letter of Credit,
including any arising in connection with any proceeding under any Debtor Relief
Law;


(v)           any adverse change in the relevant
exchange rates or in the availability of U.S. Dollars or Canadian Dollars to
the Parent or any Subsidiary or in the relevant currency markets generally; or


(vi)          any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Parent or any of its Subsidiaries.


The
applicable Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with such Borrower’s instructions or other irregularity, such
Borrower will promptly notify the applicable L/C Issuer.  Such Borrower shall be conclusively deemed to
have waived any such claim against the applicable L/C Issuer and its
correspondents unless such notice is given as aforesaid.


(e)           Role
of L/C Issuer.  Each Lender and each
Borrower agree that, in paying any drawing under a Letter of Credit, no L/C
Issuer shall have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuers, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Revolving Credit Lenders or the Required
Revolving Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due



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execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document.  The Borrowers hereby assume all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is
not intended to, and shall not, preclude the Borrowers’ pursuing such rights
and remedies as it may have against the beneficiary or transferee at law or
under any other agreement.  None of the
L/C Issuers, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of any L/C Issuer shall be
liable or responsible for any of the matters described in clauses (i) through
(vi) of Section 2.03(d); provided, however, that anything
in such clauses to the contrary notwithstanding, the Borrowers may have a claim
against an L/C Issuer, and such L/C Issuer may be liable to the Borrowers, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrowers which the Borrowers prove were
caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C
Issuer’s willful failure to pay under any Letter of Credit after the presentation
to it by the beneficiary of a sight draft and certificate(s) strictly complying
with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the
foregoing, an L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and such L/C Issuer shall not be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.


(f)            Cash
Collateral.  (i) Upon the request of
the Administrative Agent, (A) if any L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any L/C
Obligation for any reason remains outstanding, the applicable Borrower shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations; (ii) the Administrative Agent may, upon any Revaluation Date
after the initial deposit of Cash Collateral, request that additional Cash
Collateral be provided in order to protect against the results of exchange rate
fluctuations up to the amount by which the then Outstanding Amount of all L/C
Obligations exceeds such Cash Collateral; and (iii) Sections 2.06(c) and
8.02(c) set forth certain additional requirements to deliver Cash
Collateral hereunder.  For purposes of
this Section 2.03, Section 2.06(c) and Section 8.02(c), “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for
the benefit of the L/C Issuers and the Lenders under each Revolving Credit
Facility, as collateral for the L/C Obligations or Bankers’ Acceptances under
such Revolving Credit Facility, cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuers under such Revolving Credit Facility
(which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding
meanings.  Each Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuers and the Lenders
under the applicable Revolving Credit Facility, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America
(or, in the case of the Canadian Revolving Credit Facility, Bank of America
(Canada Branch)) or, if requested by the applicable Borrower, invested in Cash
Equivalents to the extent reasonably available to the Administrative
Agent.  If at any time the Administrative
Agent determines that any funds held as Cash Collateral are subject to any
right or claim of any Person other than the Administrative Agent or that the
total amount of such funds is less than the aggregate amount required under
clauses (i) or (ii) above, the applicable Borrower will, forthwith upon demand
by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited as Cash Collateral, an amount equal to the excess of
(x) such aggregate amount required under clauses (i) or (ii) above over
(y) the total amount of funds, if any, then held as Cash Collateral that
the Administrative Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of
Credit for which funds are on deposit as Cash Collateral, such funds shall be
applied, to the extent permitted under applicable law, to reimburse the
applicable L/C Issuer.  To the extent
that, on any



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Revaluation Date, Cash Collateral provided pursuant to clause (ii)
above exceeds the then Outstanding Amount of all L/C Obligations, then such
excess shall be returned (together with any earnings thereon) to the applicable
Borrower within three Business Days.  Any
Cash Collateral remaining after the Outstanding Amount of all L/C Obligations
have been reduced to zero, or as otherwise specified in Section 2.06(c), shall
be returned to the applicable Borrower.


(g)           Applicability
of ISP and UCP.  Unless otherwise
expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of
Credit is issued, (i) the rules of the ISP shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce at the time of issuance, shall apply to each commercial Letter of
Credit.


(h)           Letter
of Credit Fees.  The applicable
Borrowers under each Revolving Credit Facility shall pay to the Administrative
Agent for the account of each Lender under such Revolving Credit Facility in
accordance with its Applicable Revolving Credit Percentage a Letter of Credit
fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the
Applicable Rate times the Dollar Equivalent of the daily amount
available to be drawn under such Letter of Credit; provided that, such
portion of the Letter of Credit Fee that is attributable to Letters of Credit
denominated in Canadian Dollars may be calculated and payable in Canadian Dollars.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (A) computed
on a quarterly basis in arrears and (B) due and payable on the first Business
Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on
the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate
during any quarter, the daily amount available to be drawn under each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary
contained herein, while any Event of Default under Section 8.01(a), (f)
or (g) exists, all Letter of Credit Fees shall accrue at the Default
Rate.


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  Each Borrower that has requested a Letter of
Credit shall pay directly to the L/C Issuer issuing such Letter of Credit for
its own account a fronting fee, (i) with respect to each commercial Letter of
Credit, at the rate specified in the Fee Letter, computed on the Dollar
Equivalent of the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the Parent and the L/C Issuer, computed on the Dollar Equivalent
of the amount of such increase, and payable upon the effectiveness of such
amendment, and (iii) with respect to each standby Letter of Credit, at the rate
per annum specified in the Fee Letter, computed on the Dollar Equivalent of the
daily amount available to be drawn under such Letter of Credit on a quarterly
basis in arrears, and due and payable on the first Business Day after the end
of each March, June, September and December, commencing with the first such
date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand; provided that, in respect of clauses (i)-(iii) above, such portion of such
fronting fee that is attributable to Letters of Credit denominated in Canadian
Dollars may be calculated and payable in Canadian Dollars.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06.  In addition, such Borrower shall pay directly
to such L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard
costs and charges are due and payable on demand and are nonrefundable.



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(j)            Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


(k)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, each Borrower
requesting such a Letter of Credit shall be obligated to reimburse each
applicable L/C Issuer hereunder for any and all drawings under such Letter of
Credit.  Each Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of its
Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s
business derives substantial benefits from the businesses of such Subsidiaries.


2.04.A     U.S. Swing Line Loans


(a)  The U.S. Swing Line Facility.  Subject to the terms and conditions set forth
herein, the U.S. Swing Line Lender agrees, in reliance upon the agreements of
the U.S. Revolving Credit Lenders set forth in this Section 2.04.A, to
make loans (each such loan, a “U.S. Swing Line Loan”) in U.S. Dollars, to
the U.S. Borrowers from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Revolving
Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender’s Revolving Credit Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
Outstandings shall not exceed the U.S. Revolving Credit Facility at such time
and (ii) the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of
any U.S. Revolving Credit Lender at such time, plus such Lender’s
Applicable Revolving Credit Percentage of the Outstanding Amount of all U.S.
L/C Obligations at such time, plus such Lender’s Applicable Revolving
Credit Percentage of the Outstanding Amount of all U.S. Swing Line Loans at
such time shall not exceed such Lender’s U.S. Revolving Credit Commitment; and provided
further that the Borrowers shall not use the proceeds of any U.S. Swing
Line Loan to refinance any outstanding U.S. Swing Line Loan.  Within the foregoing limits, and subject to
the other terms and conditions hereof, the U.S. Borrowers may borrow under this
Section 2.04.A, prepay under Section 2.06, and reborrow under
this Section 2.04.A.  Each U.S.
Swing Line Loan shall be a Base Rate Loan. 
Immediately upon the making of a U.S. Swing Line Loan, each U.S.
Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the U.S. Swing Line Lender a risk
participation in such U.S. Swing Line Loan in an amount equal to the product of
such Revolving Credit Lender’s Applicable Revolving Credit Percentage times
the amount of such U.S. Swing Line Loan.


(b)           Borrowing Procedures.  Each U.S. Swing Line Borrowing shall be made
upon a U.S. Borrower’s irrevocable notice to the U.S. Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such notice must be received by the U.S.
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New
York time) on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. 
Each such telephonic notice must be confirmed promptly by delivery to
the U.S. Swing Line Lender and the Administrative Agent of a written Swing Line
Loan Notice, appropriately completed and signed by a Responsible Officer of the
applicable Borrower.  Promptly after
receipt by the U.S. Swing Line Lender of any telephonic Swing Line Loan Notice,
the U.S. Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the U.S. Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the U.S. Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any U.S. Revolving Credit Lender) prior to 2:00
p.m. (New York time)



 47
 






 



on the date of the
proposed U.S. Swing Line Borrowing (A) directing the U.S. Swing Line Lender not
to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04.A(a), or (B) that one or
more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the U.S. Swing
Line Lender will, not later than 3:00 p.m. (New York time) on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing
Line Loan available to the applicable Borrower at its office by crediting the
account of such Borrower on the books of the U.S. Swing Line Lender (or such
other account as shall be specified by such Borrower to the U.S. Swing Line
Lender) in immediately available funds.


(c)           Refinancing of Swing Line Loans.  (i) 
The U.S. Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of the applicable Borrower (which hereby
irrevocably authorizes the U.S. Swing Line Lender to so request on its behalf),
that each U.S. Revolving Credit Lender make a Base Rate Loan in an amount equal
to such Lender’s Applicable Revolving Credit Percentage of the amount of U.S.
Swing Line Loans then outstanding.  Such
request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the
requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Loans, but
subject to the unutilized portion of the U.S. Revolving Credit Facility and the
conditions set forth in Section 4.02. 
The U.S. Swing Line Lender shall furnish the applicable Borrower with a
copy of the applicable Committed Loan Notice promptly after delivering such
notice to the Administrative Agent.  Each
U.S. Revolving Credit Lender shall make an amount equal to its Applicable Revolving
Credit Percentage of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds for the
account of the U.S. Swing Line Lender at the Administrative Agent’s Office not
later than 1:00 p.m. (New York time) on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04.A(c)(ii), each U.S.
Revolving Credit Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the applicable Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the U.S. Swing Line Lender.


(ii)           If for any reason any U.S. Swing Line Loan cannot be
refinanced by such a Revolving Credit 
Borrowing in accordance with Section 2.04.A(c)(i), the request
for Base Rate Loans, submitted by the U.S. Swing Line Lender as set forth
herein shall be deemed to be a request by the U.S. Swing Line Lender that each
of the U.S. Revolving Credit Lenders fund its risk participation in the
relevant U.S. Swing Line Loan and each U.S. Revolving Credit Lender’s payment
to the Administrative Agent for the account of the U.S. Swing Line Lender
pursuant to Section 2.04.A(c)(i) shall be deemed payment in respect of
such participation.


(iii)          If any U.S. Revolving Credit Lender fails to make available
to the Administrative Agent for the account of the U.S. Swing Line Lender any
amount required to be paid by such Lender pursuant to the foregoing provisions
of this Section 2.04.A(c) by the time specified in Section
2.04.A(c)(i), the U.S. Swing Line Lender shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the U.S. Swing Line
Lender at a rate per annum equal to the applicable Overnight Rate from time to
time in effect, plus any administrative, processing or similar fees customarily
charged by the U.S. Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with
interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Loan included in the relevant Borrowing or funded participation in the
relevant U.S. Swing Line Loan, as the case may be.  A certificate of the U.S. Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (iii) shall be conclusive absent manifest
error.



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(iv)          Each U.S. Revolving Credit Lender’s obligation to make U.S.
Revolving Credit Loans or to purchase and fund risk participations in U.S.
Swing Line Loans pursuant to this Section 2.04.A(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the U.S. Swing Line Lender, the Borrower or
any other Person for any reason whatsoever, (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
U.S. Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans
pursuant to this Section 2.04.A(c) is subject to the conditions set
forth in Section 4.02.  No such
funding of risk participations shall relieve or otherwise impair the obligation
of any U.S. Borrower to repay U.S. Swing Line Loans, together with interest as
provided herein.


(d)           Repayment of Participations.  (i)  At
any time after any U.S. Revolving Credit Lender has purchased and funded a risk
participation in a U.S. Swing Line Loan, if the U.S. Swing Line Lender receives
any payment on account of such U.S. Swing Line Loan, the U.S. Swing Line Lender
will distribute to such U.S. Revolving Credit Lender its Applicable Revolving
Credit Percentage of such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s
risk participation was funded) in the same funds as those received by the U.S.
Swing Line Lender.


(ii)           If any payment received by the U.S. Swing Line Lender in
respect of principal or interest on any U.S. Swing Line Loan is required to be
returned by the U.S. Swing Line Lender under any of the circumstances described
in Section 11.05 (including pursuant to any settlement entered into by
the U.S. Swing Line Lender in its discretion), each U.S. Revolving Credit
Lender shall pay to the U.S. Swing Line Lender its Applicable Revolving Credit
Percentage thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the applicable Overnight Rate  The Administrative Agent will make such
demand upon the request of the U.S. Swing Line Lender.  The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


(e)           Interest for Account of U.S. Swing Line Lender.  The U.S. Swing Line Lender shall be
responsible for invoicing the applicable U.S. Borrower for interest on the U.S.
Swing Line Loans.  Until each U.S.
Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant
to this Section 2.04.A to refinance such U.S. Revolving Credit
Lender’s Applicable Revolving Credit Percentage of any U.S. Swing Line Loan,
interest in respect of such Applicable Revolving Credit Percentage shall be
solely for the account of the U.S. Swing Line Lender.


(f)            Payments Directly to U.S. Swing Line Lender.  The U.S. Borrowers shall make all payments of
principal and interest in respect of the U.S. Swing Line Loans directly to the
U.S. Swing Line Lender.


2.04.B     Canadian Swing Line Loans


(a)           The Canadian Swing Line.  Subject to the terms and conditions set forth
herein, the Canadian Swing Line Lender agrees, in reliance upon the agreements
of the Canadian Revolving Credit Lenders set forth in this Section 2.04.B,
to make loans (each such loan, a “Canadian Swing Line Loan”) in U.S. Dollars
and Canadian Dollars, to the Canadian Borrowers from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the
fact that such Swing Line Loans, when aggregated with the Applicable Revolving
Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C
Obligations of the Lender acting as Canadian Swing Line Lender, may exceed the



 49
 






 



amount of such Canadian Lender’s Revolving
Credit Commitment; provided, however, that after giving effect to
any Canadian Swing Line Loan, (i) the Total Revolving Credit Outstandings shall
not exceed the U.S. Revolving Credit Facility, (ii) the Total Revolving Credit
Outstandings in respect of the Canadian Revolving Credit Facility at such time
shall not exceed the Canadian Revolving Credit Facility and (iii) the aggregate
Outstanding Amount of the Canadian Revolving Credit Loans of any Canadian
Revolving Credit Lender at such time, plus such Lender’s Applicable
Revolving Credit Percentage of the Outstanding Amount of all Canadian L/C
Obligations at such time, plus such Lender’s Applicable Revolving Credit
Percentage of the Outstanding Amount of all Canadian Swing Line Loans at such
time shall not exceed such Lender’s Canadian Revolving Credit Commitment, and provided
further that the Canadian Borrowers shall not use the proceeds of any
Canadian Swing Line Loan to refinance any outstanding Canadian Swing Line
Loan.  Within the foregoing limits, and
subject to the other terms and conditions hereof, the Canadian Borrowers may
borrow under this Section 2.04.B, prepay under Section 2.06, and
reborrow under this Section 2.04.B. 
Each Canadian Swing Line Loan shall be (i) in the case of a Canadian
Swing Line Loan that is denominated in U.S. Dollars, a U.S. Base Rate Loan or
(ii) in the case of a Canadian Swing Line Loan that is denominated in Canadian
Dollars, a Canadian Prime Rate Loan. 
Immediately upon the making of a Canadian Swing Line Loan, each Canadian
Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Canadian Swing Line Lender a risk participation in
such Canadian Swing Line Loan in an amount equal to the product of such
Canadian Revolving Credit Lender’s Applicable Revolving Credit Percentage times
the amount of such Canadian Swing Line Loan.


(b)           Borrowing Procedures.  Each Canadian Swing Line Borrowing shall be
made upon a Canadian Borrower’s irrevocable notice to the Canadian Swing Line
Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Canadian Swing Line Lender and the Administrative Agent not later than 1:00
p.m. (New York time) on the requested borrowing date, and shall specify (i) the
amount (and currency) to be borrowed, which shall be a minimum of $100,000 or
C$100,000, as applicable, and (ii) the requested borrowing date, which shall be
a Business Day.  Each such telephonic
notice must be confirmed promptly by delivery to the Canadian Swing Line Lender
and the Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the applicable Borrower.  Promptly after receipt by the Canadian Swing
Line Lender of any telephonic Swing Line Loan Notice, the Canadian Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice
and, if not, the Canadian Swing Line Lender will notify the Administrative
Agent (by telephone or in writing) of the contents thereof.  Unless the Canadian Swing Line Lender has
received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Canadian Revolving Credit Lender) prior to
2:00 p.m. (New York time) on the date of the proposed Canadian Swing Line
Borrowing (A) directing the Canadian Swing Line Lender not to make such
Canadian Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04.B(a), or (B) that one or
more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, the Canadian Swing
Line Lender will, not later than 3:00 p.m. (New York time) on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Canadian
Swing Line Loan available to the applicable Borrower at its office by crediting
the account of such Borrower on the books of the Canadian Swing Line Lender (or
such other account as shall be specified by such Borrower to the Canadian Swing
Line Lender) in immediately available funds.


(c)           Refinancing of Swing Line Loans.  (i) 
The Canadian Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of the applicable Borrower (which hereby irrevocably
authorizes the Canadian Swing Line Lender to so request on its behalf), that
each Canadian Revolving Credit Lender make (x) in the case of Canadian Swing
Line Loans that are denominated in U.S. Dollars, a U.S. Base Rate Loan or (y)
in the case of Canadian Swing Line Loans that are



 50
 






 



denominated in Canadian Dollars, a Canadian
Prime Rate Loan, in each case in an amount equal to such Lender’s Applicable
Revolving Credit Percentage of the amount of Canadian Swing Line Loans then
outstanding.  Such request shall be made
in writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal
amount of U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, but
subject to the unutilized portion of the Revolving Credit Facility and the
conditions set forth in Section 4.02. 
The Canadian Swing Line Lender shall furnish the applicable Borrower
with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. 
Each Canadian Revolving Credit Lender shall make an amount equal to its
Applicable Revolving Credit Percentage of the amount specified in such
Committed Loan Notice available to the Administrative Agent in immediately
available funds for the account of the Canadian Swing Line Lender at the
Administrative Agent’s Office not later than 1:00 p.m. (New York time) on the
day specified in such Committed Loan Notice, whereupon, subject to Section
2.04.B(c)(ii), each Canadian Revolving Credit Lender that so makes funds
available shall be deemed to have made a U.S. Base Rate Loan or Canadian Prime
Rate Loan, as applicable, to the applicable Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Canadian Swing Line Lender.


(ii)           If for any reason any Canadian Swing Line Loan cannot be
refinanced by such a Revolving Credit 
Borrowing in accordance with Section 2.04.B(c)(i), the request
for U.S. Base Rate Loans or Canadian Prime Rate Loans, as applicable, submitted
by the Canadian Swing Line Lender as set forth herein shall be deemed to be a
request by the Canadian Swing Line Lender that each of the Canadian Revolving
Credit Lenders fund its risk participation in the relevant Canadian Swing Line
Loan and each Canadian Revolving Credit Lender’s payment to the Administrative
Agent for the account of the Canadian Swing Line Lender pursuant to Section
2.04.B(c)(i) shall be deemed payment in respect of such participation.


(iii)          If any Canadian Revolving Credit Lender fails to make
available to the Administrative Agent for the account of the Canadian Swing
Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.04.B(c) by the time specified in Section
2.04.B(c)(i), the Canadian Swing Line Lender shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the
Canadian Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect, plus any administrative, processing
or similar fees customarily charged by the Canadian Swing Line Lender in
connection with the foregoing.  If such
Lender pays such amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Lender’s Loan included in the relevant Borrowing or
funded participation in the relevant Canadian Swing Line Loan, as the case may
be.  A certificate of the Canadian Swing
Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


(iv)          Each Canadian Revolving Credit Lender’s obligation to make
Canadian Revolving Credit Loans or to purchase and fund risk participations in
Canadian Swing Line Loans pursuant to this Section 2.04.B(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the Canadian Swing Line Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Canadian Revolving Credit Lender’s obligation to make Canadian
Revolving Credit Loans pursuant to this Section 2.04.B(c) is
subject to the conditions set forth in Section 4.02.  No such funding of risk



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participations shall relieve or otherwise
impair the obligation of any Canadian Borrower to repay Canadian Swing Line
Loans, together with interest as provided herein.


(d)           Repayment of Participations.  (i)  At
any time after any Canadian Revolving Credit Lender has purchased and funded a
risk participation in a Canadian Swing Line Loan, if the Canadian Swing Line
Lender receives any payment on account of such Canadian Swing Line Loan, the
Canadian Swing Line Lender will distribute to such Canadian Revolving Credit
Lender its Applicable Revolving Credit Percentage of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s risk participation was funded) in the same funds as
those received by the Canadian Swing Line Lender.


(ii)           If any payment received by the Canadian Swing Line Lender
in respect of principal or interest on any Canadian Swing Line Loan is required
to be returned by the Canadian Swing Line Lender under any of the circumstances
described in Section 11.05 (including pursuant to any settlement entered
into by the Canadian Swing Line Lender in its discretion), each Canadian
Revolving Credit Lender shall pay to the Canadian Swing Line Lender its
Applicable Revolving Credit Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date
such amount is returned, at a rate per annum equal to the applicable Overnight
Rate  The Administrative Agent will make
such demand upon the request of the Canadian Swing Line Lender.  The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


(e)           Interest for Account of Canadian Swing Line Lender.  The Canadian Swing Line Lender shall be
responsible for invoicing the applicable Borrower for interest on the Canadian
Swing Line Loans.  Until each Canadian
Revolving Credit Lender funds its U.S. Base Rate Loan or Canadian Prime Rate
Loan, as applicable, or risk participation pursuant to this Section 2.04.B
to refinance such Canadian Revolving Credit Lender’s Applicable Revolving
Credit Percentage of any Canadian Swing Line Loan, interest in respect of such
Applicable Revolving Credit Percentage shall be solely for the account of the
Canadian Swing Line Lender.


(f)            Payments Directly to Canadian Swing Line Lender.  The Canadian Borrowers shall make all
payments of principal and interest in respect of the Canadian Swing Line Loans
directly to the Canadian Swing Line Lender.


2.05         BA Loans  Each Revolving Credit Lender severally agrees
on the terms and conditions hereinafter set forth, (a) in the case of each BA
Lender, to accept Drafts (each such Draft so accepted, a “Bankers’
Acceptance”) in Canadian Dollars for the account of the applicable
Borrower, and to purchase such Bankers’ Acceptances and (b) in the case of
Non-BA Lenders, to make BA Equivalent Advances in Canadian Dollars for the
account of the applicable Borrower, from time to time on any Business Day from
the Closing Date until the Maturity Date. 
Each Drawing shall be in an aggregate amount of C$2,500,000 or an
integral multiple of C$100,000 in excess thereof (or such lesser amount to the
extent representing the remaining Outstanding Amount under the Canadian
Revolving Credit Facility) and shall consist of the creation and purchase of
Bankers’ Acceptances and the making of BA Equivalent Advances at or about the
same time by the Lenders ratably in accordance with each Lender’s Applicable
Revolving Credit Percentage.  Within the
limits referred to above in this Section 2.05, the Borrowers may borrow
under this Section 2.05, prepay pursuant to Section 2.06 and
reborrow under this Section 2.05.


2.06         Prepayments.  (a) 
Each Borrower may, upon notice from such Borrower or the Parent to the
Administrative Agent, at any time or from time to time voluntarily prepay Loans
in whole or in part without premium or penalty; provided that (A) such
notice must be received by the Administrative Agent not later than the
Applicable Time (1) three Business Days prior to any date of prepayment of



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Eurodollar Rate Loans and (2) on the date of
prepayment of Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate
Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof; (C)
any prepayment of Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate
Loans shall be in a principal amount of $500,000 or C$500,000, as applicable,
or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding
and (D) Bankers’ Acceptances may not be prepaid prior to their respective BA
Maturity Dates but may be Cash Collateralized prior to their respective BA
Maturity Dates.  Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s)
of such Loans.  The Administrative Agent
will promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s ratable portion of such prepayment (based on such
Lender’s Applicable Percentage in respect of the relevant Facility).  If such notice is given, the applicable
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein; provided
that, in connection with a prepayment of the Facilities in whole, such notice
may state that such prepayment may be conditioned upon the occurrence or
non-occurrence of any event specified therein. 
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05.  Each
prepayment of the outstanding Term Loans pursuant to this Section 2.06(a)
shall be applied to the principal repayment installments thereof in direct
order of maturity, and each such prepayment shall be paid to the Lenders in
accordance with their respective Applicable Percentages in respect of each of the
relevant Facilities.


(b)           Each Borrower may, upon notice to the applicable Swing
Line Lender (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without
premium or penalty; provided that (A) such notice must be received by such
Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New
York time) on the date of the prepayment, and (B) any such prepayment shall be
in a minimum principal amount of $100,000 or C$100,000, as applicable.  Each such notice shall specify the date and
amount of such prepayment.  If such
notice is given by a Borrower, such Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.


(c)           If the Administrative Agent notifies the Borrowers on any
Revaluation Date that the Total Outstandings at such time exceed an amount
equal to 105% of the Aggregate Commitments then in effect, then, within two
Business Days after receipt of such notice, the Borrowers shall prepay Loans
(other than Bankers’ Acceptances) and/or Cash Collateralize the L/C Obligations
and Bankers’ Acceptances in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100%
of the Aggregate Commitments then in effect; provided, however,
that, subject to the provisions of Section 2.03(f)(ii), the Borrowers
shall not be required to Cash Collateralize the L/C Obligations and Bankers’
Acceptances pursuant to this Section 2.06(c) unless after the prepayment
in full of the Loans the Total Outstandings exceed the Aggregate Commitments
then in effect.  The Administrative Agent
may, upon any Revaluation Date after the initial deposit of such Cash Collateral,
request that additional Cash Collateral be provided in order to protect against
the results of exchange rate fluctuations up to the amount by which the then
Outstanding Amount of all L/C Obligations and Bankers’ Acceptances exceeds such
Cash Collateral; provided that, to the extent that, on any Revaluation
Date, Cash Collateral provided pursuant to this Section 2.06(c) exceeds
105% of the then Outstanding Amount of all L/C Obligations, then such excess
shall be returned (together with any earnings thereon) to the applicable
Borrower within three Business Days.


(d)           If the Administrative Agent notifies the Parent on any
Revaluation Date that the Outstanding Amount of all Loans in respect of
Canadian Borrowers at such time exceeds an amount equal to 105% of the Canadian
Revolving Credit Facility then in effect, then, within two Business Days after



 53
 






 



receipt of such notice, the Canadian
Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100%
of the Canadian Revolving Credit Facility then in effect.


(e)           Each Canadian Borrower may prepay the amount of any
Drawing under the Revolving Credit Facility by Cash Collateralizing the Face
Amount of such Drawing to be held by the Administrative Agent in an interest
bearing account on behalf of the applicable Lenders and irrevocably authorizing
and directing the Administrative Agent to apply such amount on the applicable
BA Maturity Date for such Drawing to the repayment of the applicable BA Loan,
after which such Canadian Borrower shall have no further obligation in respect
of such Drawing.  Title to the funds held
in such account shall pass to the Administrative Agent (for and on behalf of
the applicable Lenders) on the date of deposit of such funds with the
Administrative Agent and each Borrower hereby acknowledges and agrees that it
shall have no legal or beneficial interest in such funds after the date of
deposit of such funds in such account. 
Interest on amounts held on deposit by the Administrative Agent (at such
rate as determined by the Administrative Agent, acting reasonably) shall be
paid to the applicable Borrower on the BA Maturity Date for the applicable
Drawing.


2.07         Termination or Reduction of
Commitments.  (a)  Optional.  The Parent may, upon notice to the
Administrative Agent, terminate, in whole or in part, the unused portions of
the Revolving Credit Commitments or from time to time permanently reduce the
unused portions of the Revolving Credit Commitments; provided that (i)
any such notice shall be received by the Administrative Agent not later than
the Applicable Time five Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Parent shall not terminate or reduce the unused portions of the Revolving
Credit Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Credit Outstandings would exceed the
U.S. Revolving Credit Facility, (iv) if, after giving effect to any reduction
of the unused portions of the Revolving Credit Commitments, the Canadian
Revolving Credit Facility or the Swing Line Sublimit exceeds the amount of the
Aggregate Commitments, such Facility or Sublimit shall be automatically reduced
by the amount of such excess and (v) in connection with a termination of the
Revolving Credit Facility in whole, such notice may state that such termination
may be conditioned upon the occurrence or non-occurrence of any event specified
therein.  The Administrative Agent will
promptly notify the Lenders of any such notice of termination or reduction of
such Commitments.  The amount of any such
Commitment reduction shall not be applied to the Canadian Revolving Credit
Facility unless otherwise specified by the Parent.  Any reduction of the unused portions of the
Revolving Credit Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. 
All fees accrued until the effective date of any termination of any
Commitments shall be paid on the effective date of such termination.


(b)           Application of Commitment Reductions; Payment of Fees.  The Administrative Agent will promptly notify
the Lenders of any termination or reduction of unused Revolving Credit
Commitment under this Section 2.07. 
Upon any reduction of the unused Revolving Credit Commitments, the
Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by
such Lender’s Applicable Revolving Credit Percentage of such reduction
amount.  All fees accrued until the
effective date of any termination of the Commitments shall be paid on the
effective date of such termination.


2.08         Repayment of Loans.  (a)  Term
Loans.  Each Borrower shall repay to
the Administrative Agent for the ratable account of the Term Lenders the
Outstanding Amount of all Term Loans made to such Borrower in quarterly
installments payable on the last Business Day of March, June, September and
December, commencing on March 31, 2007 in an amount equal to (i) on each such
date occurring on or prior to the fourth year and nine month anniversary of the
Closing Date, 1.25% of the initial principal amount of the Term Loans and (ii)
the remaining amount payable in full on the Maturity



 54
 






 



Date and in any event shall be in an amount
equal to the Outstanding Amount of all Term Loans on such date (which amounts
shall be reduced as a result of the application of prepayments in accordance
with the order of priority set forth in Section 2.06).


(b)           Revolving Credit Loans.  Each Borrower shall repay to the
Administrative Agent for the ratable account of the applicable Revolving Credit
Lenders on the Maturity Date for the Revolving Credit Facility the then Outstanding
Amount of all Revolving Credit Loans (subject to, in the case of BA Loans,
earlier repayment on the applicable BA Maturity Date for Bankers’ Acceptances
as provided herein) made to such Borrower.


(c)           Swing Line Loans. 
Each Borrower shall repay each Swing Line Loan made to such Borrower on
the earlier to occur of (i) the date ten Business Days after such Loan is made
and (ii) the Maturity Date for the Revolving Credit Facility.


2.09         Interest.  (a) 
Subject to the provisions of Section 2.09(b), (i) each Eurodollar
Rate Loan under a Facility shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Rate for
such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Base Rate plus the Applicable Rate for
such Facility; (iii) each U.S. Base Rate Loan under the Canadian Revolving
Credit Facility shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the U.S. Base
Rate plus the Applicable Rate for such Facility; (iv) each Canadian
Prime Rate Loan under a Facility shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Canadian Prime Rate plus the Applicable Rate for such
Facility and (v) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate, U.S. Base Rate or Canadian Prime Rate, as applicable,
in each case plus the Applicable Rate for the Revolving Credit Facility.  The BA Discount Rate and BA Acceptance Fee
for each BA Loan under the Canadian Revolving Credit Facility shall be
determined in accordance with the provisions of Section 2.18.


(b)           (i)            If any amount of principal of any Loan
is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, such amount shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to
the Default Rate to the fullest extent permitted by applicable Laws.


(ii)           If any amount (other than principal of any Loan) payable
by any Borrower under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


(iii)          Upon the occurrence and during the continuance of a Default
under Section 8.01(f) or (g), the Borrowers shall pay interest on the principal
amount of all outstanding Obligations hereunder at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


(iv)          Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.


 



 55













 


(c)           Interest on each Loan shall be due and payable in arrears
on each Interest Payment Date applicable thereto and at such other times as may
be specified herein.  Interest hereunder
shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law.


(e)           Interest Act (Canada).  With respect to Loans made to a Canadian
Borrower, whenever a rate of interest hereunder is calculated on the basis of a
period of time other than a calendar year (the “deemed year”), the annual rate
of interest to which each rate of interest determined pursuant to such
calculation is equivalent for purposes of the Interest Act (Canada) is such
rate as so determined by multiplying such rate of interest by the actual number
of days in the calendar year of calculation and dividing it by the number of
days in the deemed year.


(f)            Nominal Rates; No Deemed
Reinvestment.  With respect to Loans
made to a Canadian Borrower, the principle of deemed reinvestment of interest
shall not apply to any interest calculation under this Agreement and all
interest payments to be made hereunder shall be paid without allowance or
deduction for reinvestment or otherwise, before and after maturity, default and
judgment.  The rates of interest
specified in this Agreement are intended to be nominal rates and not effective
rates.  Interest calculated hereunder
shall be calculated using the nominal rate method and not the effective rate
method of calculation.


2.10         Fees. 
In addition to certain fees described in Sections 2.03(h) and (i):


(a)           Facility
Fee.  The Borrowers shall pay to the
Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage, a facility fee in U.S. Dollars equal to the Applicable
Rate multiplied by the Aggregate Commitments under the Revolving Credit
Facility (or, if the Commitments under the Revolving Credit Facility have
terminated, on the Outstanding Amount of all Revolving Credit Loans, Swing Line
Loans and L/C Obligations).  The facility
fee shall accrue at all times during the Availability Period (and thereafter so
long as any Revolving Credit Loans, Swing Line Loans or L/C Obligations remain
outstanding), including at any time during which one or more of the conditions
in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur
after the Closing Date, and on the Maturity Date (and, if applicable,
thereafter on demand).  The facility fee
shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.


(b)           Other
Fees.  (i)  The Parent
shall pay to the Arranger and the Administrative Agent for their own respective
accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


(ii)           The
Borrowers shall pay to the Administrative Agent such fees as shall have been
separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.


(iii)          BA
Acceptance Fees.  The applicable
Canadian Borrower shall, without duplication, on the date of each Drawing by it
and on the date of each renewal of any outstanding Bankers’ Acceptances issued
by it or BA Equivalent Advances to it, pay to the Administrative Agent, in
Canadian Dollars, for the ratable account of the Lenders accepting such Drafts
and purchasing such Bankers’ Acceptances or making such BA Equivalent Advances,
an amount (the



 56
 






 



“BA Acceptance Fee”) equal to the Applicable BA Acceptance Fee
Percentage multiplied by the aggregate Face Amount of such Bankers’ Acceptances
or corresponding BA Equivalent Advances. 
Each Borrower irrevocably authorizes each such Lender to deduct the BA
Acceptance Fee payable with respect to each Bankers’ Acceptance or Notional
Bankers’ Acceptances of such Lender from the Drawing Purchase Price payable by
such Lender in respect of such Bankers’ Acceptance or Notional Bankers’
Acceptances in accordance with Section 2.17 and to apply such amount so
withheld to the payment of such Applicable BA Acceptance Fee for the account of
such Borrower and, to the extent such BA Acceptance Fee is so withheld and
legally permitted to be so applied, such Borrower’s obligations under the
preceding sentence in respect of such BA Acceptance Fee shall be satisfied.


2.11         Computation of Interest and Fees.  All computations of interest for (i) Base
Rate Loans, U.S. Base Rate Loans and Canadian Prime Rate Loans when the Base
Rate, U.S. Base Rate or Canadian Prime Rate is determined by Bank of America’s
or Bank of America (Canada Branch)’s “prime rate” or “reference rate”, as
applicable, or (ii) the BA Acceptance Fee, shall be made on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.13(a), bear interest for
one day.  Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


2.12         Evidence of Indebtedness.  (a) 
The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. 
The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrowers and the interest and payments
thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent (set forth in the Register) shall
control in the absence of manifest error. 
Upon the request of any Lender to a Borrower made through the
Administrative Agent, such Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans to such Borrower in addition to such accounts or records.  Each Lender may attach schedules to a Note
and endorse thereon the date, Type (if applicable), amount, currency and
maturity of its Loans and payments with respect thereto.


(b)           In addition to the accounts and records referred to in Section
2.12(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line
Loans.  In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.


2.13         Payments Generally; Administrative
Agent’s Clawback.  (a)  General.  All payments to be made by the Borrowers
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in Canadian Dollars and fees relating



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thereto, all payments by the Borrowers
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in U.S. Dollars and in immediately available
funds not later than 2:00 p.m. (New York time) on the date specified
herein.  The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage in respect of the
relevant Facility (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by the
Administrative Agent after 2:00 p.m. (New York time) shall be deemed received
on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue.  If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.


(b)           (i)  Funding by
Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing of
Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans,
prior to 2:00 p.m. (New York time) on the date of such Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share
of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.02
(or, in the case of a Borrowing of Base Rate Loans or U.S. Base Rate Loans,
that such Lender has made such share available in accordance with and at the
time required by Section 2.02) and may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the applicable Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from
and including the date such amount is made available to such Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case
of a payment to be made by such Lender, the applicable Overnight Rate, plus any
administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing and (B) in the case of a
payment to be made by such Borrower, the interest rate applicable to such Loan,
as applicable  If such Borrower and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to such Borrower
the amount of such interest paid by such Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing.  Any payment by such Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


(ii)           Payments by Borrower; Presumptions by Administrative
Agent.  Unless the Administrative
Agent shall have received notice from a Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or an
L/C Issuer hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Appropriate Lenders or such L/C Issuer, as the case may be,
the amount due.  In such event, if such
Borrower has not in fact made such payment, then each of the Appropriate
Lenders or an L/C Issuer, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or such L/C Issuer, in immediately available funds with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
applicable Overnight Rate.


A
notice of the Administrative Agent to any Lender or any Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent
manifest error.



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(c)           Failure to Satisfy Conditions
Precedent.  If any Lender makes
available to the Administrative Agent funds for any Loan to be made by such
Lender to any Borrower as provided in the foregoing provisions of this Article
II, and such funds are not made available to such Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall return such funds (in like
funds as received from such Lender) to such Lender, without interest.


(d)           Obligations of Lenders Several.  The obligations of the Lenders hereunder to
make Loans, to fund participations in Letters of Credit and Swing Line Loans
and to make payments pursuant to Section 11.04(c) are several and not
joint.  The failure of any Lender to make
any Loan, to fund any such participation or to make any payment under Section 11.04(c)
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section 11.04(c).


(e)           Funding Source. 
Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.


(f)            Insufficient Payment.  Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Administrative
Agent and the Lenders under or in respect of this Agreement and the other Loan
Documents on any date, such payment shall be distributed by the Administrative
Agent and applied by the Administrative Agent and the Lenders in the order of
priority set forth in Section 8.03.


2.14         Sharing of Payments by Lenders.


  (a)  If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of
the Loans made by it, or the participations in L/C Obligations or in Swing Line
Loans held by it, in each case then due, resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of such Loans or participations
and accrued interest thereon greater than its pro rata share thereof of the
applicable Facility as provided herein, then the Lender receiving such greater
proportion shall (i) notify the Administrative Agent of such fact, and (ii)
purchase (for cash at face value) participations in the Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:


(A)          if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and


(B)           the
provisions of this Section shall not be construed to apply to (1) any payment made
by a Borrower pursuant to and in accordance with the express terms of this
Agreement or (2) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the Parent or any Subsidiary thereof (as to which
the provisions of this Section shall apply).



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Each
Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.


(b)           Upon written demand by any Canadian Revolving Credit
Lender at any time during the continuance of an Event of Default, with a copy
of such demand to the Administrative Agent, each U.S. Revolving Credit Lender
(or any of its Canadian Affiliates) shall (i) purchase from such Canadian
Revolving Credit Lender, and such Canadian Revolving Credit Lender shall sell
to each such other U.S. Revolving Credit Lender (or such Affiliate) and assign
such Canadian Revolving Credit Lender’s Applicable Revolving Credit Percentage
of the aggregate Outstanding Amount of Canadian Revolving Credit Loans (other
than BA Loans and BA Equivalent Advances), (ii) purchase from such Canadian
Revolving Credit Lender a participation in such Lender’s participation(s) in
the Outstanding Amount of all Canadian L/C Obligations, (iii) purchase from
such Canadian Revolving Credit Lender a participation in such Lender’s
participation(s) in the Outstanding Amount of all Canadian Swing Line Loans and
(iv) purchase from such Canadian Revolving Credit Lender a participation in any
BA Loans or BA Equivalent Advances, as the case may be, outstanding as of the
date of such demand, by making available for the account of its applicable
Lending Office to the Administrative Agent for the account of such Canadian
Revolving Credit Lender, by deposit to the Administrative Agent’s Office, in
same day funds, an amount equal to the portion of the aggregate Outstanding
Amounts (or Face Amount, in the case of Bankers’ Acceptances and Notional
Bankers’ Acceptances) of such Canadian Revolving Credit Loans, Canadian L/C
Obligations and/or Canadian Swing Line Loans to be purchased by assignment or
participation as required by the second succeeding sentence, as the case may
be, by such Lender (or such Affiliate). 
Each Borrower hereby agrees to each such sale, assignment and
participation.  Each U.S. Revolving
Credit Lender agrees to purchase (or cause one of its Canadian Affiliates to
purchase) by assignment or participation, as applicable, its Applicable
Revolving Credit Percentage of the aggregate Outstanding Amounts of Canadian
Revolving Credit Loans, Canadian L/C Obligations and/or Canadian Swing Line
Loans (including, without limitation, outstanding Bankers’ Acceptances and
Notional Bankers’ Acceptances) on (i) the Business Day on which demand therefor
is made by the Canadian Revolving Credit Lenders that made such Credit
Extensions; provided, that notice of such demand is given not later than
11:00 a.m. (New York City time) on such Business Day or (ii) the first Business
Day next succeeding such demand if notice of such demand is given after such
time.  Upon any such assignment by a
Canadian Revolving Credit Lender to any other U.S. Revolving Credit Lender (or
any of its Canadian Affiliates) of a portion of a Canadian Revolving Credit
Loan, such Canadian Revolving Credit Lender (or such Affiliate) represents and
warrants to such other Lender that such Canadian Revolving Credit Lender is the
legal and beneficial owner of such interest being assigned by it, but makes no
other representation or warranty and assumes no responsibility with respect to
such Canadian Revolving Credit Loan, the Loan Documents or any Loan Party.  If and to the extent that any U.S. Revolving
Credit Lender (or any of its Canadian Affiliates) shall not have so made the
amount of such Canadian Revolving Credit Loan 
available to the Administrative Agent, such U.S. Revolving Credit Lender
agrees to pay (or cause one of its Canadian Affiliates to pay) to the
Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by such Canadian Revolving Credit
Lender until the date such amount is paid to the Administrative Agent, at the
Federal Funds Rate.  If such Lender (or
any of its Canadian Affiliates) shall pay to the Administrative Agent such
amount for the account of such Canadian Revolving Credit Lenders on any
Business Day, such amount so paid in respect of principal (or Face Amount) shall
constitute a Canadian Revolving Credit Loan made by such Lender on such
Business Day for purposes of this Agreement, and the Outstanding Amount of the
Canadian Revolving Credit Loan made by such Canadian Revolving Credit Lender
shall be reduced by such amount on such Business Day.



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2.15         Increase in Revolving Credit
Commitments.  (a)  Request for Increase.  So long as no Default has occurred and is
continuing or would result therefrom, upon notice to the Administrative Agent
(which shall promptly notify the Revolving Credit Lenders), the Parent may from
time to time, request an increase in the Revolving Credit Commitments (a “Revolving
Credit Commitment Increase”), which may include an increase in the Canadian
Revolving Credit Facility, to be made available to the Parent or any Designated
Borrower; provided that (i) any such request for an increase shall be in
a minimum amount of $50,000,000, (ii) such Revolving Credit Commitment
Increase, plus the sum of (x) all previous Revolving Credit Commitment Increases
and (y) all previous Term Commitment Increases shall not exceed the Maximum
Increase Amount and (iii) the maturity of any such Revolving Credit Commitment
Increase shall have a Maturity Date that is no earlier than the Maturity Date
in respect of the Revolving Credit Facility. 
At the time of sending such notice, the Parent (in consultation with the
Administrative Agent) shall specify the time period within which each Revolving
Credit Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Revolving Credit
Lenders).


(b)           Lender Elections to Increase.  Each Revolving Credit Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Revolving Credit Commitment and, if so, whether by an amount equal
to, greater than, or less than its Applicable Revolving Credit Percentage of
such requested increase.  Any Revolving
Credit Lender not responding within such time period shall be deemed to have
declined to increase its Revolving Credit Commitment.


(c)           Notification by Administrative Agent; Additional
Revolving Credit Lenders.  The
Administrative Agent shall notify the Parent and each Revolving Credit Lender
of the Revolving Credit Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested
increase, and subject to the approval of the Administrative Agent, the L/C
Issuers and the Swing Line Lenders (which approvals shall not be unreasonably
withheld), the Parent may also invite additional Eligible Assignees to become
Revolving Credit Lenders pursuant to a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.


(d)           Effective Date and Allocations.  If the Revolving Credit Commitments are
increased in accordance with this Section, the Administrative Agent and the
Parent shall determine the effective date (the “Revolving Credit Increase Effective Date”)
and the final allocation of such increase. 
The Administrative Agent shall promptly notify the Parent and the
Revolving Credit Lenders of the final allocation of such increase and the
Revolving Credit Increase Effective Date.


(e)           Conditions to Effectiveness of Increase.  As a
condition precedent to Revolving Credit Commitment Increase, the Parent shall
deliver to the Administrative Agent a certificate of each Loan Party dated as
of the Revolving Credit Increase Effective Date signed by a Responsible Officer
of such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (ii) in the case of
the Parent, certifying that, before and after giving effect to such increase,
(A) no Default has occurred and is continuing and (B) the Parent is in compliance,
calculated as of the last day of the most recently ended fiscal quarter for
which financial statements have been delivered pursuant to Section 6.01(a)
or Section 6.01(b), with the financial covenants specified in Section
7.11 on a pro forma basis after giving effect thereto.  On the Revolving Credit Increase Effective
Date, the Revolving Credit Lenders and the Additional Revolving Credit Lenders
shall enter into such Assignments and Assumptions as may be necessary, all as
coordinated by the Administrative Agent, to keep the outstanding Revolving
Credit Loans ratable with any revised Applicable Revolving Credit Percentages
arising from any nonratable increase in the Revolving Credit Commitments under
this Section.



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(f)            Incremental Revolving Credit Commitment Amendment.  Any increase in Revolving Credit Commitments
pursuant to this Section 2.15 shall be effected pursuant to an amendment
(an “Incremental Revolving Credit Commitment Amendment”) to this
Agreement, executed by the Loan Parties, the Lenders providing such increased
Revolving Credit Commitments (and no other Lenders) and the Administrative
Agent.  Any Incremental Revolving Credit
Commitment Amendment may, without the consent of any Lenders other than the Lenders
providing the increased Revolving Credit Commitments, effect such amendments to
any Loan Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.15.


(g)           Conflicting Provisions.  This Section shall supersede any provisions
in Sections 2.14 or 11.01 to the contrary.


2.16         Increase in Term Commitments.  (a)  Request
for Increase.  So long as no Default
has occurred and is continuing or would result therefrom, upon notice to the
Administrative Agent (which shall promptly notify the Term Lenders), the
Parent may from time to time, request an increase in the Term Commitments
(a “Term Commitment Increase”) to be made available to the Parent or any
Designated Borrower; provided that (i) any such request for an increase
shall be in a minimum amount of $50,000,000, (ii) such Term Commitment
Increase, plus the sum of (x) all previous Revolving Credit Commitment
Increases and (y) all previous Term Commitment Increases shall not exceed the
Maximum Increase Amount and (iii) the maturity of any such Term Commitment
Increase shall be at least five years and one Business Day following the date
thereof.  At the time of sending such
notice, the Parent (in consultation with the Administrative Agent) shall
specify the time period within which each Term Lender is requested to
respond (which shall in no event be less than ten Business Days from the date
of delivery of such notice to the Term Lenders).


(b)           Lender Elections to Increase.  Each Term Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Term Commitment and, if so, whether by an amount equal to,
greater than, or less than its ratable portion (based on such Term Lender’s
Applicable Percentage in respect of the Term Facility) of such requested
increase.  Any Term Lender not
responding within such time period shall be deemed to have declined to increase
its Term Commitment.


(c)           Notification by Administrative Agent; Additional Term
Lenders.  The Administrative Agent
shall notify the Parent and each Term Lender of the Term Lenders’
responses to each request made hereunder. 
To achieve the full amount of a requested increase, and subject to the
approval of the Administrative Agent and the L/C Issuers (which approvals shall
not be unreasonably withheld), the Parent may also invite additional Eligible
Assignees to become Term Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.


(d)           Effective Date and Allocations.  If the Term Commitments are increased in
accordance with this Section, the Administrative Agent and the Parent shall
determine the effective date (the “Term Increase Effective Date”) and
the final allocation of such increase. 
The Administrative Agent shall promptly notify the Parent and the Term
Lenders of the final allocation of such increase and the Term Increase
Effective Date.


(e)           Conditions to Effectiveness of Increase.  As a condition precedent to such increase,
the Parent shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Term Increase Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party
(i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the
Parent, certifying that, before and after giving effect to such increase, (A)
no Default has occurred and is continuing and (B) the Parent is in compliance,



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calculated as of the last day of the most
recently ended fiscal quarter for which financial statements have been
delivered pursuant to Section 6.01(a) or Section 6.01(b), with
the financial covenants specified in Section 7.11 on a pro forma basis
after giving effect thereto.


(f)            Incremental Term Commitment Amendment.  Any increase in Term Commitments pursuant to
this Section 2.16 shall be effected pursuant to an amendment (an “Incremental
Term Commitment Amendment”) to this Agreement, executed by the Loan
Parties, the Lenders providing such increased Term Commitments (and no other
Lenders) and the Administrative Agent. 
Any Incremental Term Commitment Amendment may, without the consent of
any Lenders other than the Lenders providing the increased Term Commitments,
effect such amendments to any Loan Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent, to effect the
provisions of this Section 2.16.


(g)           Conflicting Provisions.  This Section shall supersede any provisions
in Section 2.14 or 11.01 to the contrary.


2.17         Drawings of Bankers’ Acceptances and Notional Bankers’
Acceptances.(a)             (a)  Request
for Drawing.  Each Drawing shall be
made on notice (which may be given by telephone, which shall be promptly
followed up by notice thereof by telecopier), given not later than the
Applicable Time on a Business Day at least two Business Days prior to the date
of the proposed Drawing (or, in the case of a proposed Drawing with a BA
Maturity Date that is greater than one, two, three or six months from the date
of Drawing as provided in the definition of “BA Maturity Date”, at least three
Business Days prior to the date of the proposed Drawing), by the applicable
Canadian Borrower to the Administrative Agent, which shall give each Canadian
Revolving Credit Lender prompt notice thereof by telecopier.  Each notice of a Drawing (a “Notice of
Drawing”) shall be in writing (including by telecopier), in substantially
the form of Exhibit H hereto, specifying therein the requested (i) date of such
Drawing (which shall be a Business Day), (ii) aggregate Face Amount of such
Drawing and (iii) initial BA Maturity Date for each Bankers’ Acceptance and BA
Equivalent Advance comprising part of such Drawing.  The Administrative Agent agrees that it will,
as promptly as practicable, notify such Canadian Borrower of the unavailability
of Bankers’ Acceptances.  Each Drawing
shall be in a minimum Face Amount of C$2,500,000 or an integral multiple of
C$100,000 in excess thereof (or such lesser amount to the extent representing
the remaining Outstanding Amount under the Canadian Revolving Credit
Facility).  The Face Amount of the
Bankers’ Acceptances and Notional Bankers’ Acceptances to be created and
purchased by any Canadian Revolving Credit Lender shall equal each Canadian
Revolving Credit Lender’s Applicable Percentage of such Face Amount, rounded to
the nearest Canadian Dollar.  Each Draft
shall be dated the date of the proposed Drawing.  Each Canadian Revolving Credit Lender that is
a BA Lender shall, before 1:00 p.m. (New York time) on the date of each
Drawing, complete one or more Drafts in accordance with the related Notice of
Drawing, accept such Drafts and purchase the Bankers’ Acceptances created
thereby for the Drawing Purchase Price and shall, before 1:00 p.m. (New York time)
on such date, make available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office, the Drawing Purchase
Price payable by such Lender for such Drawing less the BA Acceptance Fee
payable to such Lender with respect thereto under Section 2.10(b)(iii).  Each Non-BA Lender shall, in lieu of
accepting its proportionate amount of Bankers Acceptances forming part of a
Drawing, make available to such Canadian Borrower a loan (a “BA Equivalent
Advance”) in Canadian Dollars in an amount equal to the Drawing Purchase
Price of the Bankers’ Acceptances (which loans are referred to herein as “Notional
Bankers’ Acceptances”) that such Non-BA Lender would have been required to
accept if it were a BA Lender.  Each
Non-BA Lender shall, before 1:00 p.m. (New York time) on the date of each
Drawing, make available to the Administrative Agent in immediately available
funds at the Administrative Agent’s Office, the amount of the BA Equivalent
Advance, less an amount equal to the BA Acceptance Fee that would have been
applicable to the Notional Bankers’ Acceptance had it been a Bankers’
Acceptance.  In this Agreement, for the
purposes of calculating the Outstanding Amount of any BA Equivalent Advance,



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such Outstanding Amount will be equal to the
Face Amount of the Notional Bankers’ Acceptance that corresponds to such BA
Equivalent Advance.  Upon the fulfillment
of the applicable conditions set forth in Article IV, the Administrative Agent
will make the funds it has received from such Canadian Revolving Credit Lenders
available to such Canadian Borrower by crediting the account of the relevant
Canadian Borrower.


(b)           Limitations on Drawings.  Anything in Section 2.18(a) to the
contrary notwithstanding, a Canadian Borrower may not select a Drawing if the
obligation of the Canadian Revolving Credit Lenders to purchase and accept
Bankers’ Acceptances shall then be suspended pursuant to Section 2.18(d) or
2.13.


(c)           Binding Effect of Notices of
Drawing.  Each Notice of Drawing
shall be irrevocable and binding on the applicable Canadian Borrower.  In the case of any proposed Drawing, the
Canadian Borrower shall indemnify each Canadian Revolving Credit Lender (absent
any gross negligence or willful misconduct by the Canadian Revolving Credit
Lender) against any loss, cost or expense incurred by such Canadian Revolving
Credit Lender as a result of any failure to fulfill on or before the date
specified in the Notice of Drawing for such Drawing the applicable conditions
set forth in Article IV, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Canadian Revolving Credit Lender to fund the
Drawing Purchase Price (or in the case of Non-BA Lenders, the BA Equivalent
Advance) to be paid by such Lender as part of such Drawing when, as a result of
such failure, such Drawing is not made on such date (but, in any event,
excluding any loss of profit and the BA Acceptance Fee applicable to such
Drawing or Advance).


(d)           Circumstances Making Bankers’
Acceptances Unavailable.  (i)  If, with respect to any proposed Drawing, the
Administrative Agent determines in good faith that circumstances affecting the
money markets at the time any related Notice of Drawing is delivered or is
outstanding will result in no market for the Bankers’ Acceptances to be created
in connection with such Drawing or an insufficient demand for such Bankers’
Acceptances to allow the Canadian Revolving Credit Lenders creating such
Bankers’ Acceptances to sell or trade the Bankers’ Acceptances to be created
and purchased or discounted by them hereunder in connection with such Drawing,
then, upon notice to the applicable Canadian Borrower and the Canadian
Revolving Credit Lenders thereof, (A) the Notice of Drawing with respect to
such proposed Drawing shall be canceled and the Drawing requested therein shall
not be made and (B) the right of such Canadian Borrower to request a Drawing
shall be suspended until the Administrative Agent shall notify such Canadian
Borrower that the circumstances causing such suspension no longer exist.  In the case of any such cancellation of a
Notice of Drawing, unless the applicable Canadian Borrower shall give written
notice to the contrary to the Administrative Agent, the cancellation of any
such Notice of Drawing shall be deemed to be the giving by such Canadian
Borrower of a Committed Loan Notice for a Revolving Credit Borrowing of a
Canadian Prime Rate Loan in an aggregate principal amount equal to the
aggregate Face Amount of such proposed Drawing and the Canadian Revolving
Credit Lenders shall, subject to the terms and conditions hereof applicable to
the making of Revolving Credit Loans, make such Credit Extension to such
Canadian Borrower on the same Business Day as the date of the requested
Drawing.  The Administrative Agent agrees
that it will, as promptly as practicable, notify the applicable Canadian
Borrower of the unavailability of Bankers’ Acceptances and, if applicable, of
the date and the amount of each Credit Extension to be made or actually made in
accordance with the immediately preceding sentence.


(ii)           During the existence of an Event of
Default under Section 8.01(a), (f) or (g), no Loans shall
be requested as BA Loans and the Canadian Revolving Credit Lenders shall have
no obligation to create and purchase Bankers’ Acceptances, unless consent shall
have been given by the Canadian Revolving Credit Lenders.



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(e)           Assumptions of the Administrative
Agent.  Unless the Administrative
Agent shall have received notice from a Canadian Revolving Credit Lender prior
to the date of any Drawing that such Canadian Revolving Credit Lender will not
make available to it such Canadian Revolving Credit Lender’s ratable share of
the proceeds of such Drawing, in accordance with Section 2.18(a), the
Administrative Agent may assume that such Canadian Revolving Credit Lender has
made such ratable share available to it on the date of such Drawing in
accordance with Section 2.18(a) and the Administrative Agent may, in
reliance upon such assumption, make available to the applicable Canadian
Borrower on such date a corresponding amount. 
If and to the extent that any such Canadian Revolving Credit Lender
shall not have so made such ratable share available to the Administrative
Agent, such Canadian Revolving Credit Lender and such Canadian Borrower
severally agree to repay or pay to the Administrative Agent forthwith on demand
such corresponding amount, together with interest thereon, for each day from
the date such amount is made available to such Canadian Borrower until the date
such amount is repaid or paid to the Administrative Agent, at (i) in the case
of such Canadian Borrower, a rate per annum equal to the BA Discount Rate used
in calculating the Drawing Purchase Price with respect to such Drawing, and
(ii) in the case of such Canadian Revolving Credit Lender, at the Overnight
Rate.  If such Canadian Borrower and such
Canadian Revolving Credit Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to such Borrower the amount of such interest paid by such
Borrower for such period.  If such
Canadian Revolving Credit Lender shall pay to the Administrative Agent such
corresponding amount, such amount so paid shall constitute such Canadian
Revolving Credit Lender’s ratable share of the proceeds of such Drawing for all
purposes under this Agreement.


(f)            Power of Attorney.  To facilitate the purchase of Bankers’
Acceptances pursuant to this Agreement, each Canadian Borrower irrevocably
appoints each Canadian Lender from time to time as the attorney-in-fact of such
Canadian Borrower to execute, endorse and deliver on behalf of such Canadian
Borrower Drafts (if such Canadian Lender is a BA Lender) for Bankers’
Acceptances denominated in Canadian Dollars requested to be accepted and
purchased by such Canadian Lender pursuant to this Agreement.  Each Bankers’ Acceptance executed and
delivered by a Canadian Lender on behalf of a Canadian Borrower as provided for
in this Section 2.17(f) will be as binding upon such Canadian Borrower as if it
had been executed by a duly authorized officer of such Canadian Borrower.


(g)           Presigned Draft Forms.  To enable the Canadian Revolving Credit
Lenders that are BA Lenders to create Bankers’ Acceptances in accordance with Section
2.05 and this Section 2.17, the applicable Canadian Borrower shall
supply each BA Lender, upon such Canadian Borrower’s execution of this
Agreement and from time to time thereafter, with such number of Drafts provided
to such Canadian Borrower by the Administrative Agent as the Administrative
Agent may from time to time reasonably request, duly endorsed and executed on
behalf of such Canadian Borrower by any one or more of its Responsible
Officers.  Each BA Lender shall exercise
such care in the custody and safekeeping of any Drafts in its possession from
time to time as it would exercise in the custody and safekeeping of similar
property owned by it.  The signatures of
the Responsible Officers of the applicable Canadian Borrower on Drafts may be
mechanically reproduced in facsimile and Bankers’ Acceptances bearing such
facsimile signatures shall be binding upon such Canadian Borrower as if they
had been manually signed by such officers. 
Notwithstanding that any of the individuals whose manual or facsimile
signature appears on any Draft as one of such officers may no longer hold
office at the date of such draft or at the date of its acceptance by a Canadian
Revolving Credit Lender hereunder or at any time thereafter, any Draft or
Bankers’ Acceptance so signed shall be valid and binding upon, and enforceable
against, such Canadian Borrower.


(h)           Distribution of Bankers’
Acceptances.  Bankers’ Acceptances
purchased by a Canadian Revolving Credit Lender in accordance with the terms of
Section 2.05 and this Section 2.17 may, in such Canadian
Revolving



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Credit
Lender’s sole discretion, be held by such Canadian Revolving Credit Lender for
its own account until the applicable BA Maturity Date or sold, rediscounted or
otherwise disposed of by it at any time prior thereto in any relevant market
therefor.


(i)            Failure to Fund in Respect of
Drawings.  The failure of any Canadian
Revolving Credit Lender to fund the Drawing Purchase Price to be funded by it
as part of any Drawing or to make a BA Equivalent Advance shall not relieve any
other Canadian Revolving Credit Lender of its obligation hereunder to fund its
Drawing Purchase Price on the date of such Drawing or to make a BA Equivalent
Advance, but no Canadian Revolving Credit Lender shall be responsible for the
failure of any other Canadian Revolving Credit Lender to fund the Drawing
Purchase Price or make the BA Equivalent Advance to be funded or made, as the
case may be by such other Canadian Revolving Credit Lender on the date of any
Drawing.


2.18         Renewal
and Conversion of Bankers’ Acceptances.


(a)  Optional Renewal.  The applicable Canadian Borrower may on any
Business Day, upon notice given to the Administrative Agent (which may be given
by telephone, which shall be promptly followed up by notice thereof by
telecopier) not later than the Applicable Time on a Business Day at least two
Business Days prior to the date of the proposed renewal and subject to the
provisions of Section 2.13, renew all or any portion of the Bankers’
Acceptances and BA Equivalent Advances comprising part of the same Drawing; provided,
however, that:


(i)            any renewal of Bankers’ Acceptances
or BA Equivalent Advances shall be made only on the then existing BA Maturity
Date for such Bankers’ Acceptances or BA Equivalent Advances;


(ii)           each renewal of Bankers’ Acceptances
and BA Equivalent Advances comprising part of the same Drawing shall be made
ratably among the Canadian Revolving Credit Lenders holding such Bankers’
Acceptances and having made BA Equivalent Advances in accordance with the
respective amount of such Bankers’ Acceptances so held and BA Equivalent
Advances so made;


(iii)          upon the occurrence and during the
continuance of any Event of Default no renewal of any Bankers’ Acceptance or BA
Equivalent Advances may be made; and


(iv)          each notice by a Canadian Borrower
pursuant to this Section 2.18(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Notice of Drawing, appropriately completed
and signed by a Responsible Officer of such Canadian Borrower.


The
Administrative Agent shall promptly notify the applicable Canadian Borrowers
and Canadian Lenders of the BA Discount Rate applicable to any BA Loan upon
determination thereof.  Each such notice
of renewal shall, within the restrictions set forth above, specify (A) the date
of such renewal (which shall be the then existing BA Maturity Date of such
Bankers’ Acceptances and BA Equivalent Advances and shall be a Business Day),
(B) the Bankers’ Acceptances to be renewed, (C) if less than all of the
Bankers’ Acceptances and BA Equivalent Advances comprising part of any Drawing
are to be renewed, the aggregate Face Amount for such renewal and (D) the term
to maturity of the renewed Bankers’ Acceptances and BA Equivalent Advances
(which shall comply with the definition of “BA Maturity Date” in Section
1.01).  The Face Amount of the Bankers’
Acceptances and Notional Bankers’ Acceptances to be created and purchased by
any Canadian Revolving Credit Lender shall equal each Canadian Revolving Credit
Lender’s Applicable Percentage of such Face Amount, rounded to the nearest
Canadian Dollar.  Each notice of renewal
under this Section 2.18 shall be irrevocable and binding on the
applicable Canadian Borrower.  Upon any
renewal of Bankers’ Acceptances and BA Equivalent Advances comprising part of
any Drawing in accordance with this Section 2.18(a), the Canadian
Revolving Credit Lenders that hold the Bankers’ Acceptances and that made BA
Equivalent Advances to 



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be
renewed shall exchange such maturing Bankers’ Acceptances for new Bankers’
Acceptances and shall make new BA Equivalent Advances, containing the terms set
forth in the applicable notice of renewal, and the Drawing Purchase Price
payable for each such renewed Bankers’ Acceptance and the proceeds of the new
BA Equivalent Advance shall be applied, together with other funds, if
necessary, available to the applicable Canadian Borrower, to reimburse the
Bankers’ Acceptances and BA Equivalent Advances otherwise maturing on such
date.  Each Canadian Borrower hereby
irrevocably authorizes and directs each Canadian Revolving Credit Lender to
apply the proceeds of each renewed Bankers’ Acceptance or BA Equivalent Advance
owing to it to the reimbursement, in accordance with this Section 2.18(a),
of the Bankers’ Acceptances or BA Equivalent Advances owing to such Canadian
Revolving Credit Lender and maturing on such date.


(b)           Optional Conversion.  The applicable Canadian Borrower may on any
Business Day, upon notice given to the Administrative Agent (which notice may
be given by telephone, which shall be promptly followed up by notice thereof by
telecopier) not later than the Applicable Time on a Business Day at least two
Business Days prior to the date of the proposed conversion and subject to the
provisions of Section 2.18, convert all or any portion of the Bankers’
Acceptances or BA Equivalent Advances comprising part of the same Drawing to a
Revolving Credit Borrowing composed of Canadian Prime Rate Loans; provided,
however, that:


(i)            any
conversion of Bankers’ Acceptances and BA Equivalent Advances shall be made
only on the then existing BA Maturity Date for such Bankers’ Acceptances and BA
Equivalent Advances;


(ii)           each
conversion of Bankers’ Acceptances and BA Equivalent Advances comprising part
of the same Drawing shall be made ratably among the Canadian Revolving Credit
Lenders that hold such Bankers’ Acceptances and that made such BA Equivalent
Advances in accordance with the respective amounts of such Bankers’ Acceptances
and BA Equivalent Advances so held and made; and


(iii)          no
conversion may be made to the extent that, after giving effect to such
Revolving Credit Borrowing (A) the Total Revolving Credit Outstandings in
respect of Canadian Borrowers at such time exceed the Canadian Revolving Credit
Facility or (B) the aggregate Outstanding Amount of the Canadian Revolving
Credit Loans of any Canadian Revolving Credit Lender, plus such Canadian
Revolving Credit Lender’s Applicable Revolving Credit Percentage of the
Outstanding Amount of all Canadian L/C Obligations, plus such Revolving
Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding
Amount of all Canadian Swing Line Loans exceeds such Revolving Credit Lender’s
Canadian Revolving Credit Commitment; and


(iv)          each
notice by a Canadian Borrower pursuant to this Section 2.18(b) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of such Canadian Borrower.


Each
such notice of conversion shall, within the restrictions set forth above,
specify (A) the date of such conversion (which shall be the then existing BA
Maturity Date of such Bankers’ Acceptances and BA Equivalent Advances and shall
be a Business Day), (B) the Bankers’ Acceptances and BA Equivalent Advances to
be converted and (C) if less than all of the Bankers’ Acceptances and BA
Equivalent Advances comprising part of any Drawing are to be converted, the
aggregate Face Amount of such conversion. 
Each notice of conversion under this Section 2.18 shall be
irrevocable and binding on each applicable Canadian Borrower.  Upon any conversion of Bankers’ Acceptances and
BA Equivalent Advances comprising part of the same Drawing in accordance with
this Section 2.18(b), the obligation of the applicable Canadian Borrower
to reimburse the Canadian Revolving Credit Lenders in respect of the 



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Bankers’
Acceptances and BA Equivalent Advances otherwise maturing on such date shall,
to the extent of such conversion, be converted to an obligation to repay the
Canadian Revolving Credit Lenders making the Revolving Credit Loans made in
respect of such maturing Bankers’ Acceptances and BA Equivalent Advances on
such date ratably in accordance with the amount of the Loans held by such
Canadian Revolving Credit Lender at the time of reimbursement and Section
2.08(b).  Each Canadian Borrower hereby
irrevocably authorizes and directs each Canadian Revolving Credit Lender to
apply the net proceeds of each Revolving Credit Loan made by such Canadian
Revolving Credit Lender pursuant to this Section 2.18(b) to the
reimbursement of the Bankers’ Acceptances or Notional Bankers’ Acceptances owing
to such Canadian Revolving Credit Lender and maturing on such date.


(c)           Mandatory Conversion.  Upon the occurrence and during the
continuance of any Event of Default under Section 8.01(a), (f) or
(g), or if any or all renewals of any Bankers’ Acceptances or BA
Equivalent Advances are not available under Section 2.17(d), or if the
applicable Canadian Borrower shall fail to reimburse the applicable Canadian
Revolving Credit Lenders for any Bankers’ Acceptances and BA Equivalent
Advances comprising part of the same Drawing pursuant to Section 2.08, the
Administrative Agent will forthwith so notify the Parent and such Canadian
Revolving Credit Lenders, whereupon each such Bankers’ Acceptance and BA
Equivalent Advances will automatically, on the then existing BA Maturity Date
of such Bankers’ Acceptance or BA Equivalent Advances, convert into a Canadian
Prime Rate Loan.  If the applicable
Canadian Borrower shall fail to deliver a properly completed notice of renewal
under Section 2.18(a) or a properly completed notice of conversion under
Section 2.18(b) indicating its intention to renew or to convert any maturing
Bankers’ Acceptances and BA Equivalent Advances, then such Bankers’ Acceptance
or BA Equivalent Advance will automatically, on the then existing BA Maturity
Date, be made or continued as a Bankers’ Acceptance or BA Equivalent Advance,
as applicable, with a BA Maturity Date of one month after such then existing BA
Maturity Date.


2.19         Designated Borrowers. (a)  Effective as of the date hereof, each
Subsidiary of the Parent listed on Schedule 2.19 shall be a “Designated
Borrower” hereunder under the applicable Facility set forth on such
Schedule and may receive Loans for its account on the terms and conditions set
forth in this Agreement.


(b)  The Parent may at any time, upon not less
than 10 Business Days’ notice from the Parent to the Administrative Agent (or
such shorter period as may be agreed by the Administrative Agent in its sole
discretion), designate any Subsidiary Guarantor that is wholly-owned by the
Parent (an “Applicant Borrower”) as a Designated Borrower to receive
Loans hereunder (under a Facility available to such Subsidiary without the
imposition of withholding taxes on interest payments owing to the Lenders
hereunder and to the extent that such designation does not violate any law
applicable to such Subsidiary) by delivering to the Administrative Agent (which
shall promptly deliver counterparts thereof to each Lender) a duly executed
notice and agreement in substantially the form of Exhibit I (a “Designated
Borrower Request and Assumption Agreement”).  The parties hereto acknowledge and agree that
prior to any Applicant Borrower becoming entitled to utilize the credit
facilities provided for herein the Administrative Agent shall have received such
supporting resolutions, incumbency certificates, opinions of counsel and other
documents or information, in form, content and scope reasonably satisfactory to
the Administrative Agent, as may be reasonably required by the Administrative
Agent or the Required Lenders, and Notes signed by such new Borrowers to the
extent any Lenders so require.  If the
Administrative Agent agrees that an Applicant Borrower shall be entitled to
receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, opinions of counsel and other documents
or information, the Administrative Agent shall send a notice in substantially
the form of Exhibit J (a “Designated Borrower Notice”) to the Parent and
the Lenders specifying the effective date upon which the Applicant Borrower
shall constitute a Designated Borrower for purposes hereof, whereupon each of
the Lenders agrees to permit such Designated Borrower to receive Loans 



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hereunder,
on the terms and conditions set forth herein, and each of the parties agrees
that such Designated Borrower otherwise shall be a Borrower for all purposes of
this Agreement.


(c)  Each Subsidiary of the Parent that is or
becomes a “Designated Borrower” pursuant to this Section 2.19 hereby
irrevocably appoints the Parent as its agent for all purposes relevant to this
Agreement and each of the other Loan Documents, including (i) the giving and
receipt of notices, (ii) the execution and delivery of all documents,
instruments and certificates contemplated herein and all modifications hereto,
and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any
such Designated Borrower hereunder.  Any
acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all Borrowers, or by
each Borrower acting singly, shall be valid and effective if given or taken
only by the Parent, whether or not any such other Borrower joins therein.  Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to the Parent in
accordance with the terms of this Agreement shall be deemed to have been
delivered to each Designated Borrower.


(d)  The Parent may from time to time, upon not
less than 10 Business Days’ notice from the Parent to the Administrative Agent
(or such shorter period as may be agreed by the Administrative Agent in its
sole discretion), terminate a Designated Borrower’s status as such, provided
that there are no outstanding Loans payable by such Designated Borrower, or
other amounts payable by such Designated Borrower on account of any Loans made
to it, as of the effective date of such termination.  The Administrative Agent will promptly notify
the Lenders of any such termination of a Designated Borrower’s status.


(e)  Notwithstanding anything to the contrary
contained in this Section 2.19, no Lender shall be obligated to make
Credit Extensions to any Designated Borrower designated pursuant to subsection
(a) above to the extent that the making of such Credit Extension would violate
any law applicable to such Lender.


ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         Taxes  (a)  Payments
Free of Taxes.  Any and all payments
to the Administrative Agent, any Lender or Swing Line Lender or any L/C Issuer
by or on account of any obligation of the Borrowers hereunder or under any
other Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if a
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, any Lender or any L/C Issuer, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii) such
Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


(b)           Payment
of Other Taxes by the Borrowers. 
Without limiting the provisions of subsection (a) above, each Borrower
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


(c)           Indemnification
by the Borrowers.  Each Borrower
shall, jointly and severally, indemnify the Administrative Agent, each Lender
and each L/C Issuer, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the 



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Administrative Agent, such Lender or such L/C Issuer, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto.  A certificate as
to the amount of such payment or liability delivered to the applicable Borrower
by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender or an L/C
Issuer, shall be conclusive absent manifest error.


(d)           Evidence
of Payments.  As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by a Borrower to a
Governmental Authority, such Borrower shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


(e)           Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the applicable Borrower is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Loan Document shall deliver, provided
such Foreign Lender is legally entitled to do so, to such Borrower (with a copy
to the Administrative Agent), at the time or times reasonably requested by such
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by a
Borrower or the Administrative Agent, shall deliver such other documentation,
provided such Lender is legally entitled to do so, prescribed by applicable law
or reasonably requested by such Borrower or the Administrative Agent as will
enable such Borrower or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting requirements.


Without
limiting the generality of the foregoing, if a Borrower is resident for tax
purposes in the United States, any Foreign Lender shall deliver to such
Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of such Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is
applicable, if any:


(i)            duly completed copies of Internal
Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax
treaty to which the United States is a party,


(ii)           duly completed copies of Internal
Revenue Service Form W-8ECI, or


(iii)          in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under section
881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is
not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a
“10 percent shareholder” of such Borrower within the meaning of section
881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described
in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal
Revenue Service Form W-8BEN.


Each
Lender (other than a Foreign Lender) agrees to deliver promptly to the
Administrative Agent or the Parent, at such time or times as the Administrative
Agent or the Parent shall reasonably request, such other documents and forms,
provided such Lender is legally entitled to do so, duly executed and completed
by such Lender, as are required under the Laws of the jurisdiction in which
such Borrower is resident, including any treaty to which such jurisdiction is a
party, to confirm such Lender’s entitlement to any available exemption from, or
reduction of, applicable withholding taxes in respect of all payments to be
made to such Lender in that jurisdiction by the Borrowers pursuant to this 



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Agreement
or otherwise to establish such Lender’s status for withholding tax purposes in
such jurisdiction.  Each Lender shall
promptly notify the Administrative Agent of any change in such Lender’s
circumstances which would render any such document or form obsolete.


Each
Canadian Revolving Credit Lender that ceases to be a Canadian Resident shall
within five days thereof notify the Canadian Borrowers and the Administrative
Agent in writing.  Except in the case of
any Canadian Revolving Credit Lender that became a Lender during the occurrence
of an Event of Default under Section 8.01(a), (b) (as the result
of a breach of Section 7.11), (f) or (g) or that has
delivered a notice to the Canadian Borrowers and the Administrative Agent
pursuant to the preceding sentence, each Canadian Revolving Credit Lender
hereby certifies to the Canadian Borrowers that it is a Canadian Resident.


(f)            Treatment
of Certain Refunds.  If the
Administrative Agent, any Lender or any L/C Issuer determines, in its sole
discretion, that it is entitled to, or has received, a refund of any Taxes or
Other Taxes as to which it has been indemnified by a Borrower or with respect
to which a Borrower has paid additional amounts pursuant to this Section, it
shall, to the extent it can do so without prejudice to the retention of such
refund and without incurring any unreimbursed expense, pay to such Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or such L/C Issuer, as the
case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that each
Borrower, upon the request of the Administrative Agent, such Lender or such L/C
Issuer, agrees to repay the amount paid over to such Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or such L/C Issuer if the
Administrative Agent, such Lender or such L/C Issuer is required to repay such
refund to such Governmental Authority. 
This subsection shall not be construed to require the Administrative
Agent, any Lender or such L/C Issuer to take any action that would involve
taking a position that is inconsistent with one or more positions that it has
taken otherwise, or which is contrary to its established policy or any Law to
which it is subject, or to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to any Borrower
or any other Person.


3.02          Illegality  If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the applicable Borrower through the Administrative Agent, any
obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans or U.S. Base Rate Loans to Eurodollar Rate Loans shall
be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, such
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such
Lender to Base Rate Loans, in the case of the Term Facility and the U.S.
Revolving Credit Facility, or U.S. Base Rate Loans, in the case of the Canadian
Revolving Credit Facility, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans. 
Upon any such prepayment or conversion, such Borrower shall also pay
accrued interest on the amount so prepaid or converted.



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3.03         Inability
to Determine Rates. (a) If the Required Lenders determine that for any
reason in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (i) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan, or (iii) the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify
the applicable Borrowers and each Lender. 
Thereafter, the obligation of the Lenders to make or maintain Eurodollar
Rate Loans shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the applicable
Borrowers may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans or U.S. Base Rate Loans, as the case may be, in the amount specified
therein.


(b)           If
the Reuters Screen CDOR Page is not available for the timely determination of
the BA Discount Rate, and the BA Discount Rate for any Bankers’ Acceptances or
Notional Bankers’ Acceptances cannot otherwise be determined in a timely manner
in accordance with the definition of “BA Discount Rate”, the Administrative
Agent shall forthwith notify the applicable Borrower and the Canadian Revolving
Credit Lenders that such interest rate cannot be determined for such Bankers’
Acceptances and Notional Bankers’ Acceptances, and the obligation of such
Lenders to make, or to renew, Bankers’ Acceptances and Notional Bankers’
Acceptances shall be suspended until circumstances causing such suspension no
longer exist, upon which the Administrative Agent shall notify the Parent and
such Lenders thereof.


3.04         Increased Costs  (a)  Increased
Costs Generally.  If any Change in
Law shall:


(i)            impose, modify or deem applicable
any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement
reflected in the Eurodollar Rate) or any L/C Issuer, or of purchasing,
accepting or maintaining Bankers’ Acceptances or Notional Bankers’ Acceptances;
or


(ii)           impose on any Lender or any L/C
Issuer or the London interbank market any other condition, cost or expense
affecting this Agreement or Eurodollar Rate Loans made by such Lender or any
Letter of Credit or participation therein, or any Bankers’ Acceptances or
Notional Bankers’ Acceptances or the acceptance or maintenance thereof;


and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Eurodollar Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or
such L/C Issuer of participating in, issuing or maintaining any Letter of
Credit (or of maintaining its obligation to participate in or to issue any
Letter of Credit), or to reduce the amount of any sum received or receivable by
such Lender or such L/C Issuer hereunder (whether of principal, interest or any
other amount), or of purchasing, accepting or maintaining Bankers’ Acceptances
or Notional Bankers’ Acceptances, then, upon request of such Lender or such L/C
Issuer, the Parent will pay (or cause the applicable Borrower to pay) to such
Lender or such L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or such L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.


(b)           Capital
Requirements.  If any Lender or any
L/C Issuer determines that any Change in Law affecting such Lender or such L/C
Issuer or any Lending Office of such Lender or such 



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Lender’s or such L/C Issuer’s holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of
return on such Lender’s or such L/C Issuer’s capital or on the capital of such
Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or discounted
Banker’s Acceptances or Notional Bankers’ Acceptances held or maintained by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such L/C Issuer, to a level below that which such Lender or
such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could
have achieved but for such Change in Law (taking into consideration such
Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or
such L/C Issuer’s holding company with respect to capital adequacy), then from
time to time the Parent will pay (or cause the applicable Borrower to pay) to
such Lender or such L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or such L/C Issuer or such Lender’s or
such L/C Issuer’s holding company for any such reduction suffered.


(c)           Certificates
for Reimbursement.  A certificate of
a Lender or an L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or such L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section and delivered to
the applicable Borrower shall be conclusive absent manifest error.  The Parent shall pay (or cause the applicable
Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.


(d)           Delay
in Requests.  Failure or delay on the
part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or
such L/C Issuer’s right to demand such compensation, provided that no
Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to
the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
such L/C Issuer, as the case may be, notifies the Parent of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or such
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).


3.05         Compensation for Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Parent shall promptly compensate
(or cause the applicable Borrower to compensate) such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


(a)           any continuation, conversion, payment
or prepayment of any Loan other than a Base Rate Loan, U.S. Base Rate Loan
Canadian Prime Rate Loan or a BA Equivalent Advance on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);


(b)           any failure by any Borrower (for a
reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan, U.S. Base Rate Loan,
Canadian Prime Rate Loan or BA Equivalent Advance on the date or in the amount
notified by the Parent or the applicable Borrower; or


(c)           any assignment of a Eurodollar Rate
Loan on a day other than the last day of the Interest Period therefor as a
result of a request by such Borrower pursuant to Section 11.13;


including
any loss of anticipated profits, foreign
exchange losses and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan, from fees payable
to 



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terminate
the deposits from which such funds were obtained or from the performance of any
foreign exchange contract.  The Parent shall also pay (or cause the
applicable Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.


For
purposes of calculating amounts payable by the Parent (or the applicable
Borrower) to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.


3.06         Mitigation Obligations; Replacement
of Lenders  (a)  Designation
of a Different Lending Office.  If any Lender requests compensation
under Section 3.04, or a Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then such Lender shall use reasonable efforts
to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 3.01 or 3.04, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 3.02,
as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Parent hereby agrees to pay
(or cause the applicable Borrower to pay) all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


(b)           Replacement
of Lenders.  If any Lender requests
compensation under Section 3.04, or if a Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 3.01, the applicable Borrowers may
replace such Lender in accordance with Section 11.13.


3.07         Survival.  All of the Borrowers’ and Lenders’
obligations under this Article III shall survive termination of the
Aggregate Commitments and repayment of all other Obligations hereunder.


ARTICLE IV

CONDITIONS PRECEDENT TO Credit Extensions


4.01         Conditions of Initial Credit
Extension.  The obligation of each
L/C Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:


(a)           The Administrative Agent’s receipt of
the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or,
in the case of certificates of governmental officials, a recent date before the
Closing Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and each of the Lenders:


(i)              executed counterparts of this Agreement
and the Subsidiary Guaranty, sufficient in number for distribution to the
Administrative Agent, each Lender and the Parent;



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(ii)           a Note executed by
the applicable Borrower in favor of each Lender requesting a Note;


(iii)            such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of
each Loan Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other
Loan Documents to which such Loan Party is a party or is to be a party and (B)
a copy of a Certificate of the Secretary of State of the jurisdiction of
incorporation of each Loan Party organized in the U.S. certifying (1) as to a
true and correct copy of the charter of such Loan Party and each amendment
thereto on file in such Secretary’s office and (2) that such amendments are the
only amendments to such Loan Party’s charter on file in such Secretary’s
office;


(iv)          such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each of the Loan Parties is validly existing and in good
standing;


(v)           a favorable opinion of Davis Polk & Wardwell, U.S.
counsel to the Loan Parties, addressed to the Administrative Agent and each
Lender, as to the matters set forth in Exhibit G-1 and such other
matters concerning the Loan Parties and the Loan Documents as the Required
Lenders may reasonably request;


(vi)          a favorable opinion of Osler, Hoskin & Harcourt LLP,
Canadian counsel to the Loan Parties, addressed to the Administrative Agent and
each Lender, as to the matters set forth in Exhibit G-2 and such other
matters concerning the Loan Parties and the Loan Documents as the Required
Lenders may reasonably request, including as to Canadian withholding tax
matters;


(vii)         a favorable opinion of Les Lederer, general counsel of the
Parent, addressed to the Administrative Agent and each Lender, as to the
matters set forth in Exhibit G-3 and such other matters concerning the
Loan Parties and the Loan Documents as the Required Lenders may reasonably
request;


(viii)        a certificate of a Responsible Officer of each Loan Party
attaching copies of all consents, licenses and approvals, if any, required in
connection with the execution, delivery and performance by such Loan Party and
the validity against such Loan Party of the Loan Documents to which it is a party,
and such consents, licenses and approvals shall be in full force and effect;


(ix)           a certificate signed by a Responsible Officer of each
Borrower certifying that the conditions specified in Sections 4.02(a)
and (b) have been satisfied;


(x)            evidence reasonably satisfactory to the Administrative
Agent that the Merger has been or substantially concurrently with the Closing
Date is being consummated; and


(xi)           evidence that the Existing Credit Agreement has been or
concurrently with the Closing Date is being terminated and all Liens securing
obligations under the Existing Credit Agreement have been or concurrently with
the Closing Date are being released.


 



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(b)           All fees required to be paid to the
Administrative Agent, the Arranger and the Lenders on or before the Closing
Date shall have been paid.


(c)           The Borrowers shall have paid all
fees, charges and disbursements of counsel to the Administrative Agent (directly
to such counsel if requested by the Administrative Agent) to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of such
fees, charges and disbursements as shall constitute its reasonable estimate of
such fees, charges and disbursements incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrowers and the
Administrative Agent).


(d)           There shall not have occurred and be
continuing as of or otherwise arisen before the Effective Time (as defined in
the Merger Agreement) any event, occurrence or development which, individually
or in the aggregate, has or would reasonably be expected to have a “Material
Adverse Effect” (as defined in the Merger Agreement) on the Target.


(e)           There shall not have been instituted
or pending any action or proceeding by any “Governmental Authority” (as defined
in the Merger Agreement) (A) challenging or seeking to make illegal, to delay
materially or otherwise directly or indirectly to restrain or prohibit the
consummation of the Merger, seeking to obtain material damages or otherwise
directly or indirectly relating to the transactions contemplated by the Merger,
(B) seeking to restrain or prohibit the Parent or any of the Parent’s
Affiliates’ (x) ability effectively to exercise full rights of ownership of the
Target Stock, including the right to vote any shares of the Target Stock
acquired or owned by the Parent or any of the Parent’s Affiliates following the
Effective Time on all matters properly presented to the Target’s shareholders
or (y) ownership or operation (or that of its respective subsidiaries or
affiliates) of all or any material portion of the business or assets of the
Target and its Subsidiaries, taken as a whole, or of the Parent and its
Subsidiaries, taken as a whole, (C) seeking to compel the Parent or any of its
Subsidiaries or Affiliates to dispose of or hold separate all or any material
portion of the business or assets of the Target and its Subsidiaries, taken as
a whole, or of the Parent and its Subsidiaries, taken as a whole or (D) that
otherwise would reasonably be expected to have a “Material Adverse Effect” (as
defined in the Merger Agreement) on the Parent or the Target.


(f)            There shall not have been any action
taken, or any Applicable Law (as defined in the Merger Agreement) proposed,
enacted, enforced, promulgated, issued or deemed applicable to the Merger, by
any Governmental Authority, other than the application of the waiting period
provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to the
Merger, that would reasonably be expected, directly or indirectly, to result in
any of the consequences referred to in clauses (A) through (D) of Section
4.01(e) above.


(g)           The absence of any action, suit,
investigation or proceeding pending or, to the knowledge of the Parent,
threatened in any court or before any arbitrator or Governmental Authority that
has had or could reasonably be expected to materially and adversely affect the
rights and remedies of the Administrative Agent or the Lenders under the Loan
Documents.


(h)           The Administrative Agent and the
Lenders shall have received:  (i) audited
consolidated financial statements of the Target for the three fiscal years
ended on or prior to December 31, 2005, unaudited consolidated financial
statements of the Target for any interim quarterly periods that have ended
since the most recent of such audited financial statements but more than 45
days prior to the Closing Date, and pro forma financial statements as to the
Parent and its subsidiaries giving effect to the Merger (to be based on the
nine-month period ended



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September 30, 2006),
together with pro forma calculations of the Consolidated Interest Coverage Ratio
and Consolidated Indebtedness to Capitalization Ratio showing pro forma
compliance with Section 7.11 for such period, and (ii) forecasts
prepared by management of the Parent of balance sheets, income statements and
cash flow statements for each fiscal year following the Closing Date for the
term of the Senior Credit Facilities.


(i)            The Merger Agreement shall be in
full force and effect and the Merger shall have been consummated (or shall be
consummated substantially concurrently with the initial funding under the
Senior Credit Facilities) on substantially the terms set forth in the Merger
Agreement, without any amendment, waiver or modification of any material term
or condition that is materially adverse to the interests of the Lenders and
that is not consented to by the Administrative Agent.


Without
limiting the generality of the provisions of Section 9.04, for purposes
of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.


4.02         Conditions to all Credit Extensions.  The obligation of each Lender to honor any
Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type, or a continuation of Eurodollar
Rate Loans or renewal of Bankers’ Acceptances or BA Equivalent Advances) is
subject to the following conditions precedent:


(a)           The representations and warranties of
each Borrower and each other Loan Party contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date.


(b)           No Default shall exist, or would
immediately result from such proposed Credit Extension or from the application
of the proceeds thereof.


(c)           The Administrative Agent and, if
applicable, the applicable L/C Issuer or the applicable Swing Line Lender shall
have received a Request for Credit Extension in accordance with the
requirements hereof.


(d)           If the applicable Borrower is a
Designated Borrower, then the conditions of Section 2.19 to the
designation of such Borrower as a Designated Borrower shall have been met to
the satisfaction of the Administrative Agent.


Each
Request for Credit Extension (other than a Committed Loan Notice requesting
only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by a Borrower shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.



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ARTICLE V

REPRESENTATIONS AND WARRANTIES


Each
of the Borrowers represents and warrants to the Administrative Agent and the
Lenders that:


5.01         Existence, Qualification and Power;
Compliance with Laws.  Set forth on Schedule
5.01 hereto is a complete and accurate list of all Loan Parties as of the
Closing Date.  Each Loan Party (a) is
duly organized or formed, validly existing and in good standing under the Laws
of the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own or lease its assets and carry on its business
and (ii) execute, deliver and perform its obligations under the Loan Documents
to which it is a party and consummate the Transaction, (c) is duly qualified
and is licensed and in good standing under the Laws of each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business
requires such qualification or license, and (d) is in compliance with all Laws;
except in each case referred to in clause (b)(i), (c) or (d), to the extent
that failure to do so could not reasonably be expected to have a Material
Adverse Effect.


5.02         Authorization; No Contravention.  The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is or is to be a
party have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person’s Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any Law, except, in the case of clauses (b) and (c), to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


5.03         Governmental Authorization; Other
Consents.  No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with (a) the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, or (b)
for the consummation of the Transaction, except for (i) the authorizations,
approvals, actions, notices and filings listed on Schedule 5.03,
all of which have been duly obtained, taken, given or made and are in full force
and effect and (ii) in the case of clause (b), to the extent the failure to
obtain, make or give any such authorizations, approvals, actions, notices and
filings could not reasonably be expected to have a Material Adverse Effect.  All applicable waiting periods in connection
with the Transaction have expired without any action having been taken by any
Governmental Authority restraining, preventing or imposing materially adverse
conditions upon the Transaction.  The Merger
has been consummated (or shall be consummated substantially concurrently with
the initial funding under the Facility) in accordance with the Merger
Agreement.


5.04         Binding Effect.  This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. 
This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity.


5.05         Financial Statements; No Material
Adverse Effect.  (a)  The Audited Financial Statements (i) were
prepared in accordance with GAAP consistently applied throughout the period



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covered
thereby, except as otherwise expressly noted therein; and (ii) fairly present
in all material respects the financial condition of the Parent and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein.


(b)           The unaudited consolidated balance
sheet of the Parent and its Subsidiaries dated September 30, 2006 and the
related consolidated statements of income or operations and cash flows for the
nine months ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present in all material respects the
financial condition of the Parent and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby, subject, in the
case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.


(c)           As of any date of determination
following the Closing Date, since the date of the Audited Financial Statements,
there has been no event or circumstance, either individually or in the
aggregate, that has had a Material Adverse Effect.


5.06         Litigation.  As of any date of determination other than
the Closing Date, there are no actions, suits, proceedings, claims or disputes
pending or, to the knowledge of the Parent threatened or contemplated, by or
against the Parent or any of its Subsidiaries that (a) purport to materially
and adversely affect any Loan Document, or (b) except as specifically disclosed
in  Schedule 5.06 (the “Disclosed
Litigation”), either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  There has been no change in the status, or
financial effect on any Loan Party or any Subsidiary thereof, of the Disclosed
Litigation since the Closing Date, in each case where such change in status or
financial effect could reasonably be expected to have a Material Adverse
Effect.


5.07         Ownership of Property.  The Parent and each of its Subsidiaries has
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


5.08         Environmental Compliance.  Except as disclosed in Schedule 5.08,
or as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect:


(a)           the
Parent and its Subsidiaries are in compliance with Environmental Laws and there
are no outstanding claims from a Government Authority or third party alleging
potential liability under or responsibility for violation of any Environmental
Law or the presence of Hazardous Materials;


(b)           none
of the properties currently or formerly owned or operated by the Parent or any
of its Subsidiaries is listed or proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list;


(c)           neither
the Parent nor any of its Subsidiaries has any Environmental Liability relating
to, or is undertaking, either individually or together with other potentially
responsible parties, any investigation or remedial or response action relating
to, any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to
the order of any Governmental Authority or the requirements of any
Environmental Law; and



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(d)           the
Parent and its Subsidiaries have generated, used, treated, handled or stored
all Hazardous Materials in a manner that complied with Environmental Laws and
would not reasonably be expected to result in an Environmental Liability.


5.09         Insurance.  The properties of the Parent and its Subsidiaries
are insured with financially sound and reputable insurance companies (including
through self-insurance or any captive insurance company), in such amounts, with
such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the Parent or the applicable Subsidiary operates.


5.10         Taxes.  The Parent and its Subsidiaries have filed,
or caused to be filed, all federal, provincial, territorial, state and other
material tax returns and reports required to be filed, such returns are true
and correct in all material respects, and the Parent and its Subsidiaries have
paid all taxes shown on such returns and any other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with
GAAP.  As of the Closing Date, there is
no proposed tax assessment against the Parent or any Subsidiary that would, if
made, have a Material Adverse Effect.


5.11         Pension Legislation Compliance.  (a) 
Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of the Parent, nothing has
occurred which would prevent, or cause the loss of, such qualification.  The Parent and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.


(b)           There are no pending or, to the best
knowledge of the Parent, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that could reasonably be
expected to have a Material Adverse Effect. 
There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.


(c)           (i) No ERISA Event has occurred or is
reasonably expected to occur; (ii) no U.S. Pension Plan has any material
Unfunded Pension Liability; (iii) neither the Parent nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any material liability under
Title IV of ERISA with respect to any U.S. Pension Plan (other than premiums due
and not delinquent under Section 4007 of ERISA); (iv) neither the Parent nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any material
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Parent
nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.


(d)           The Canadian Pension Plans are duly
registered under the Tax Act, to the extent required, and any other applicable
laws which require registration, have been administered in accordance with the
Tax Act, to the extent required, and such other applicable laws and no event
has occurred which would reasonably be expected to cause the loss of such
registered status, except to the extent that any failure to do so could not
reasonably be expected to have a Material Adverse Effect.  All material obligations of each Loan Party
and each of its Subsidiaries (including



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fiduciary, funding,
investment and administration obligations) required to be performed in
connection with the Canadian Pension Plans and the funding agreements therefor
have been performed on a timely basis, except to the extent that any failure to
do so could not reasonably be expected to have a Material Adverse Effect.  No Canadian Pension Plan has any material
Unfunded Canadian Pension Liability.  If
applicable, there has been no partial termination of any Canadian Pension Plan
and no facts or circumstances have occurred or existed that could result, or be
reasonably anticipated to result, in the declaration of a partial termination
of any of the Canadian Pension Plans under applicable law which would reasonably
be expected to have a Material Adverse Effect.


5.12         Subsidiaries; Equity
Interests; Loan Parties.  As of the
Closing Date, the Parent has no Subsidiaries other than those specifically
disclosed in Schedule 5.12.


5.13         Margin Regulations; Investment Company
Act.  (a)  No Borrower is engaged or will engage,
principally or as one of its important activities, in the business of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock.


(b)           No Loan Party is required to be
registered as an “investment company” under the Investment Company Act of 1940.


5.14         Disclosure.  No report, financial statement, certificate
or other information furnished in writing (or in a formal oral presentation) by
or on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each
case as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that, with respect to projected
financial information, each Loan Party represents only that such information
was prepared in good faith based upon assumptions believed to be reasonable at
the time (it being understood that such projections are not to be viewed as
facts and are subject to significant uncertainties and contingencies, many of
which are beyond the Parent’s control, and that no assurance can be given that
any particular projections will be realized and that actual results may differ
and such differences may be material).


ARTICLE VI

AFFIRMATIVE COVENANTS


So
long as any Lender shall have any Commitment hereunder, the principal of or
interest on any Loan, fees payable hereunder or any drawing under a Letter of
Credit shall remain unpaid, or any Letter of Credit shall remain outstanding,
each Loan Party shall, and shall (except in the case of the covenants set forth
in Sections 6.01, 6.02, 6.03 and 6.11) cause each Material Subsidiary to:


6.01         Financial Statements.  Deliver to the Administrative Agent on behalf
of each Lender (and the Administrative Agent will make available to each
Lender):


(a)           as soon as available, but in any
event within 100days after the
end of each fiscal year of the Parent, a consolidated balance sheet of the
Parent and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated statements to be audited and
accompanied by a report and opinion of a



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Registered Public Accounting
Firm of nationally recognized standing or otherwise not objected to by the
Required Lenders, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception
as to the scope of such audit; and


(b)           as soon as available, but in any
event within 55 days after the end of each of the first three fiscal quarters
of each fiscal year of the Parent, a consolidated balance sheet of the Parent
and its Subsidiaries as at the end of such fiscal quarter, and the related
consolidated statements of income or operations and cash flows for such fiscal
quarter and for the portion of the Parent’s fiscal year then ended, setting
forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by the chief executive officer, chief financial officer, treasurer
or controller of the Parent as fairly presenting in all material respects the
financial condition, results of operations and cash flows of the Parent and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes.


As
to any information contained in materials furnished pursuant to Section
6.02(c), the Parent shall not be separately required to furnish such
information under Section 6.01(a) or (b) above, but the foregoing
shall not be in derogation of the obligation of the Parent to furnish the
information and materials described in Sections 6.01(a) and (b)
above at the times specified therein.


6.02         Certificates; Other Information.  Deliver to the Administrative Agent on behalf
of each Lender (and the Administrative Agent will make available to each
Lender):


(a)           concurrently with the delivery of the
financial statements referred to in Section 6.01(a), a certificate
of Registered Public Accounting Firm certifying such financial statements;


(b)           concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b),
a duly completed Compliance Certificate signed by the chief executive officer,
chief financial officer, treasurer or controller of the Parent;


(c)           promptly after the same are
available, copies of each annual report, proxy or financial statement sent to
the stockholders of the Parent, and copies of all annual, regular, periodic and
special reports and registration statements which the Parent may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any Canadian Securities Regulators, and in any
case not otherwise required to be delivered to the Administrative Agent
pursuant hereto;


(d)           promptly and in any event within five
Business Days after receipt thereof by any Loan Party or any of its
Subsidiaries, copies of each notice or other correspondence received from the
SEC (or comparable agency in any applicable non-U.S. jurisdiction, including
without limitation any Canadian Securities Regulators) concerning any material
investigation by such agency regarding financial or other operational results
of any Loan Party or any of its Subsidiaries; and


(k)           promptly, such additional information
regarding the business, financial or corporate affairs of the Parent or any
Subsidiary thereof, or compliance with the terms of the Loan Documents, as the
Administrative Agent or any Lender may from time to time reasonably request.



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Documents
required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c)
or (d) (to the extent any such documents are included in materials
otherwise filed with the SEC or any Canadian Securities Regulators) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Parent posts such documents, or provides
a link thereto on the Parent’s website on the Internet at the website address
listed on Schedule 11.02; or (ii) on which such documents are posted on
the Parent’s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided
that:  (i) the Parent shall deliver paper
copies of such documents to the Administrative Agent (for delivery to any
Lender that requests the Parent to deliver such paper copies) upon a written
request to deliver paper copies given by the Administrative Agent or such
Lender and (ii) the Parent shall notify the Administrative Agent (by telecopier
or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents for delivery to each Lender.  Notwithstanding anything contained herein, in
every instance the Parent shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Parent with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.


Each
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuers materials
and/or information provided by or on behalf of such Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to a
Borrower or its securities) (each, a “Public Lender”).  Each Borrower hereby agrees that so long as
such Borrower is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities, (w) all Borrower Materials that are
to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative
Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrowers or their respective securities for purposes of United States
Federal and state securities laws  and
Canadian Securities Laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor;” and
(z) the Administrative Agent and the Arranger shall be entitled to treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”


6.03         Notices.  Promptly notify the Administrative Agent (and
the Administrative Agent shall promptly notify each Lender):


(a)           of the occurrence of any Default;


(b)           of any dispute, litigation,
investigation, proceeding or suspension between any Loan Party or any
Subsidiary thereof and any Governmental Authority, or the commencement of, or
any material development in, any litigation or proceeding affecting any Loan
Party or any Subsidiary thereof, including pursuant to any applicable Environmental
Laws, in each case, that has resulted or could reasonably be expected to result
in a Material Adverse Effect;



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(c)           of the occurrence of any ERISA Event
or any Canadian Pension Plan Event; and


(d)           of a change in the fiscal year of the
Parent.


Each
notice pursuant to Section 6.03(a), (b), (c) or (d)
shall be accompanied by a statement of a Responsible Officer of the applicable
Borrower setting forth details of the occurrence referred to therein and
stating what action such Borrower has taken and proposes to take with respect
thereto.


6.04         Payment of Taxes.  Pay and discharge as the same shall become
due and payable, all its material tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the
applicable Borrower or such Subsidiary.


6.05         Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section
7.04 or 7.05; provided, however, that the Parent and
its Subsidiaries may consummate the Merger; (b) take all reasonable action to
maintain all rights, privileges, permits, licenses and franchises necessary in
the normal conduct of its business, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.


6.06         Maintenance of Insurance.  Maintain with financially sound and reputable
insurance companies (including through self-insurance or any captive insurance
company), insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.


6.07         Compliance with Laws.  Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.


6.08         Books and Records.  Maintain proper books of record and account,
in which full and correct entries in conformity with GAAP in all material respects
consistently applied shall be made of all material financial transactions and
matters involving the assets and business of the Parent or such Subsidiary, as
the case may be.


6.09         Inspection Rights.  Permit agents or representatives of the
Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and, with the opportunity for the Parent
to be present, independent public accountants, all at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Parent; provided, however, that
when an Event of Default exists the Administrative Agent or any Lender (or any
of their respective representatives or independent contractors) may do any of
the foregoing at the expense of the Borrowers at any time during normal
business hours and upon reasonable advance notice.



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6.10         Use of Proceeds.  Use the proceeds of the Credit Extensions (i)
to finance the Transaction and to pay related fees, costs and expenses related
to the Transaction, and (ii) in the case of each Revolving Credit Facility, for
other general corporate purposes.


6.11         Covenant to Guarantee Obligations.  Notify the Administrative Agent at the time
that any Person becomes a Subsidiary (other than an Excluded Subsidiary), and
promptly thereafter (and in any event within 30 days), cause such Person to (a)
become a Subsidiary Guarantor by executing and delivering to the Administrative
Agent a counterpart of the Subsidiary Guaranty or such other document as the
Administrative Agent shall reasonably deem appropriate for such purpose, and
(b) deliver to the Administrative Agent documents of the types referred to in
clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause
(a)), all in form, content and scope reasonably satisfactory to the
Administrative Agent.


6.12         Compliance with Environmental Laws.  Except as could not be reasonably expected to
have a Material Adverse Effect, (a) comply, and use commercially reasonable
efforts to cause all lessees and other Persons operating or occupying its
properties to comply, in all material respects, with all applicable
Environmental Laws and Environmental Permits; (b) obtain and renew all
Environmental Permits necessary for its operations and properties; and (c)
conduct, in accordance with Environmental Laws, any investigation, study,
sampling and testing, and undertake any cleanup, removal, remedial or other
action necessary to remove and clean up all Hazardous Materials from any of its
properties, if, and to the extent required by Environmental Law or any
Governmental Authority; provided, however, that neither the
Parent nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and
appropriate reserves as required by GAAP are being maintained with respect to
such circumstances.


ARTICLE VII

NEGATIVE COVENANTS


So
long as any Lender shall have any Commitment hereunder, the principal of or
interest on any Loan, fees payable hereunder or any drawing under a Letter of
Credit shall remain unpaid, or any Letter of Credit shall remain outstanding,
no Loan Party shall, nor shall it permit any Subsidiary to, directly or
indirectly:


7.01         Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property or assets, whether now owned or hereafter
acquired or assign any right to receive income therefrom, other than the
following:


(a)           Liens pursuant to any Loan Document;


(b)           Liens existing on the date hereof and
any renewals or extensions thereof, provided that (i) the property
covered thereby is not changed, (ii) the amount secured or benefited thereby is
not increased and (iii) the direct or any contingent obligor with respect
thereto is not changed;


(c)           Liens for taxes,
assessments or governmental charges or claims not yet due or which are being
contested in good faith and by appropriate proceedings, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;



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(d)           carriers’, warehousemen’s, mechanics’,
landlords’ materialmen’s, repairmen’s employees’, laborers’, employees’,
suppliers’, banks’, or other like Liens arising in the ordinary course of
business;


(e)           liens or deposits in connection with
workers’ compensation, unemployment insurance and other social security
legislation;


(f)            liens or deposits to secure the
performance of tenders bids, trade contracts, government contracts and leases
(other than Indebtedness in respect of borrowed money), statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred (other than in respect of appeal bonds) in the ordinary course
of business;


(g)           easements, rights-of-way,
restrictions and other similar charges, restrictions or encumbrances affecting
real property or immaterial imperfections of title which do not, in the
aggregate, materially interfere with the ordinary conduct of the business of
the Loan Parties, taken as a whole;


(h)           Liens securing judgments not
constituting an Event of Default under Section 8.01(h);


(i)            Liens securing Indebtedness of the
type permitted under Section 7.02(f);


(j)            Liens upon specific items of
inventory or other goods and proceeds of any Person securing such Person’s
obligations in respect of bankers’ acceptances issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;


(k)           Liens securing reimbursement
obligations with respect to commercial letters of credit which encumber
documents and other assets relating to such letters of credit and products and
proceeds thereof;


(l)            Liens encumbering deposits made to
secure obligations arising from statutory, regulatory, contractual or warranty
requirements of the Parent or its Subsidiaries, including rights of offset and
setoff;


(m)          bankers’ Liens, rights of setoff and
other similar Liens existing solely with respect to cash and Cash Equivalents
on deposit in one or more accounts maintained by the Parent or its
Subsidiaries, in each case granted in the ordinary course of business in favor
of the bank or banks with which such accounts are maintained, securing amounts
owing to such bank with respect to cash management and operating account
arrangements, including those involving pooled accounts and netting
arrangements, provided that in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness;


(n)           leases or subleases granted to others
that do not materially interfere with the ordinary course of business of the
Parent or its Subsidiaries;


(o)           Liens in favor of any Loan Party;


(p)           Liens existing on any property or
asset prior to the acquisition thereof by the Parent or any Subsidiary or
existing on assets of a Person at the time such Person is acquired or 



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merged with or into or
consolidated with the Parent or its Subsidiaries (and not created in
anticipation or contemplation thereof);


(q)           Liens to secure refinancing
Indebtedness of Indebtedness secured by Liens permitted pursuant to this Section
7.01, provided that in each case such Liens do not extend to any
additional assets (other than improvements thereon and replacements thereof);


(r)             Liens on accounts receivable,
inventory, books, records and supporting obligations, contracts and other rights
related thereto and Cash Equivalents securing obligations incurred pursuant to
any Swap Agreement permitted in accordance with Section 7.03(g);


(s)           pledges of or Liens on raw materials
or on manufactured products as security for any drafts or bills of exchange
drawn in connection with the importation of such raw materials or manufactured
products;


(t)            Liens in favor of banks that arise
under Article 4 of the UCC on items in collection and documents relating
thereto and proceeds thereof and Liens arising under Section 2-711 of the
Uniform Commercial Code;


(u)           any obligations or duties affecting
any property of the Parent or its Subsidiaries to any municipality or public
authority with respect to any franchise, grant, license or permit that do not
materially impair the use of such property for the purposes for which it is
held;


(v)           undetermined or inchoate Liens
arising in the ordinary course of business which have not at such time been
filed pursuant to any Laws against the Parent or any Subsidiary or which relate
to obligations not due or delinquent;


(w)          Liens affecting real property of the
Parent or any Subsidiary which are: (i) title defects, encroachments or
irregularities of a minor nature; or (ii) restrictions, easements, rights of
way, servitudes or other similar rights in land (including, without
restriction, rights of way and servitudes for railways, sewers, drains, gas and
oil pipelines, gas and water mains, electric light and power and telephone or
telegraph or cable television conduits, poles, wires and cables) granted to or
reserved by other Persons, and in each case to the extent that such Liens
relate to real property that is material to the business of the Parent or any
Subsidiary, such Liens do not materially interfere with the use of such real
property by such Person;


(x)            Liens affecting real property of the
Parent or any Subsidiary which are leasehold or license interests and relating
to real property that is not otherwise required in the conduct of the business
of such Person;


(y)           the right reserved to or vested in
any governmental entity by any statutory provision, or by the terms of any
lease, license, franchise, grant or permit of the Person, to terminate any such
lease, license, franchise, grant or permit or to require annual or other payments
as a condition to the continuance thereof;


(z)            any Liens resulting from security
given to a public utility or governmental entity when required by such utility
or governmental entity in connection with the operation of the business of such
Person;


(aa)         the reservation, limitations,
provisions and conditions, if any, expressed in any original grants of real
property from the Crown;



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(bb)         covenants restricting or prohibiting
access to or from real property abutting on controlled access highways, which do
not adversely impair in any material respect the use of the real property
concerned in the operation of the business conducted on such real property;


(cc)         Liens on or transfers of accounts
receivable and rights, books and records, contracts and instruments related
thereto arising solely in connection with the sale of such accounts receivable,
provided that Indebtedness and other obligations at any time
outstanding, incurred in connection with the sale of accounts receivable shall
not exceed $250,000,000;


(dd)         Liens securing lease obligations owing
to The City of Blytheville in respect of the heat treat facility located in
Blytheville, Arkansas being acquired by The City of Blytheville from the Parent
or one of its Subsidiaries; and


(ee)         Liens not otherwise permitted by the
foregoing, so long as the aggregate amount (exclusive of regularly accruing
interest or similar amounts which are paid on a current basis) of obligations
secured by Liens permitted pursuant to this Section 7.01(ee) does not
exceed 10% of Consolidated Net Tangible Assets (determined at the time of (and
immediately after giving effect to) the creation of any such Lien).


7.02         Indebtedness.  Permit any Subsidiary of the Parent that is
not a Guarantor to create, incur, assume or suffer to exist any Indebtedness,
except:


(a)           Indebtedness owed to the Parent or a
Subsidiary of the Parent;


(b)           Indebtedness under the Loan
Documents;


(c)           Indebtedness under the Bridge
Documents or any refinancing thereof;


(d)           Indebtedness constituting
reimbursement obligations with respect to letters of credit in respect of
workers’ compensation claims or self-insurance obligations;


(e)           Indebtedness constituting
reimbursement obligations with respect to letters of credit issued in the
ordinary course of business, provided that, upon the drawing of such
letters of credit or the incurrence of such Indebtedness, such obligations are
reimbursed within 30 days following such drawing or incurrence;


(f)            Indebtedness in respect of
performance bonds, bid bonds, appeal bonds, surety bonds, performance and
completion guarantees and similar obligations (other than in respect of
Indebtedness for borrowed money);


(g)           Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business,
provided, however,
that such Indebtedness is extinguished within five Business Days of its
incurrence;


(h)           Indebtedness outstanding on the date
hereof and listed on Schedule 7.02 and any refinancings,
refundings, renewals or extensions thereof, provided that the amount of
such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and the direct or any contingent obligor with




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respect thereto is not
changed, as a result of or in connection with such refinancing, refunding,
renewal or extension;


(i)            Guarantees in respect of
Indebtedness otherwise permitted hereunder or of Indebtedness of any Loan
Party;


(j)            Indebtedness in respect of
Capitalized Leases and purchase money obligations for fixed or capital assets
and refinancings, refundings, renewals or extensions thereof, provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and the direct or any
contingent obligor with respect thereto is not changed, as a result of or in
connection with such refinancing, refunding, renewal or extension;


(k)           Indebtedness consisting of customary
indemnification, adjustment of purchase price or similar obligations incurred
in connection with the acquisition or disposition of any assets; and


(l)            other Indebtedness in an aggregate
principal amount not to exceed $100,000,000 at any time outstanding (less the
aggregate outstanding amount of Indebtedness under clause (j) above at such
time).


7.03         Investments.  Make or hold any Investments, or permit any
of its Subsidiaries to make or hold any Investments, except:


(a)           Investments
held by the Parent and its Subsidiaries in the form of Cash Equivalents;


(b)           advances
to officers, directors and employees of the Parent and its Subsidiaries in an
aggregate amount not to exceed $10,000,000 at any time outstanding for purposes
permitted under applicable law;


(c)           (i)
Investments by the Parent and its Subsidiaries in their respective Subsidiaries
outstanding on the date hereof, (ii) additional Investments by the Parent and
its Subsidiaries in Loan Parties, (iii) loans or advances by the Parent or any
Subsidiary to the Parent or any other Subsidiary, (iv) additional Investments
by Subsidiaries of the Parent that are not Loan Parties in other Subsidiaries
that are not Loan Parties and (v) so long as no default has occurred and is
continuing or would result from such Investment, additional Investments (net of
Investment Credit) by the Loan Parties in Subsidiaries that are not Loan
Parties in an aggregate amount invested from the date hereof not to exceed
$200,000,000 at any time;


(d)           Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss or as a result of foreclosure;


(e)           Guarantees
not prohibited by Section 7.02;


(f)            Investments
existing on the date hereof;



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(g)           Investments
by the Parent and its Subsidiaries in Swap Contracts incurred to hedge or
mitigate risks to which the Parent or any Subsidiary has exposure in the
conduct of its business or the management of its liabilities, or to fix, cap or
collar interest or currency rates or commodity prices;


(h)           Investments
consisting of the purchase or other acquisition of all of the Equity Interests
in, or all or substantially all of the assets of, or the assets constituting a
business unit of, any Person that, upon the consummation thereof, will be
wholly-owned directly by the Parent or one or more of its wholly-owned
Subsidiaries (including as a result of a merger or consolidation), provided
that, with respect to each purchase or other acquisition made pursuant to this Section
7.03(h):


(i)            any
such newly-created or acquired Subsidiary shall comply with the requirements of
Section 6.11;


(ii)           the
lines of business of the Person to be (or the property and assets of which are
to be) so purchased or otherwise acquired shall be substantially similar or
complementary to the principal businesses of the Parent and its Subsidiaries;


(iii)          (A)
immediately before and immediately after giving pro forma effect to any such
purchase or other acquisition, no Default shall have occurred and be continuing
and (B) immediately after giving effect to such purchase or other acquisition
for which the Parent and its Subsidiaries have paid cash consideration in
excess of $200,000,000, the Parent and its Subsidiaries shall be in pro forma
compliance with all of the covenants set forth in Section 7.11, such
compliance to be determined on the basis of the financial information most
recently delivered to the Administrative Agent and the Lenders pursuant to Section
6.01(a) or (b) as though such purchase or other acquisition had been
consummated as of the first day of the fiscal period covered thereby; and


(iv)          in
the case of any such purchase or other acquisition for which the Parent and its
Subsidiaries have paid cash consideration and/or incurred Indebtedness in
excess of $200,000,000, the Parent shall have delivered to the Administrative
Agent, on behalf of the Lenders, at least five Business Days prior to the date
on which any such purchase or other acquisition is to be consummated, a
certificate of a Responsible Officer, in form and substance reasonably
satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this Section 7.02(h) have been satisfied or
will be satisfied on or prior to the consummation of such purchase or other
acquisition;


(i)            Investments
of any Person existing at the time such Person becomes a Subsidiary or
consolidates or merges with the Parent or any Subsidiary so long as such
Investments were not made in contemplation of such Person becoming a Subsidiary
or of such consolidation or merger;


(j)            Investments
resulting from pledges or deposits permitted pursuant to Section 7.01;


(k)           Investments
resulting from the sale of any asset permitted pursuant to Section 7.05;


(l)            Investments
consisting of Restricted Payments permitted pursuant to Section 7.06;



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(m)          Investments
by the Parent of any Subsidiary in a Person that is exclusively engaged in a
secured financing or other securitization permitted under Section 7.01(cc)
or Section 7.05(h) and otherwise relating directly thereto;


(n)           Investments
consisting of bonds or other debt obligations issued or incurred by The City of
Blytheville in an aggregate principal amount not to exceed $40,000,000;


(o)           Investments
(net of Investment Credit) by the Parent and its Subsidiaries not otherwise
permitted under this Section 7.03 in an aggregate amount not to exceed
15% of Consolidated Total Assets, provided that:


(i)            such
Investment shall be in property and assets that are part of, or in lines of
business that are, substantially similar or complementary to the principal
business of the Parent and its Subsidiaries; and


(ii)           (A)
immediately before and immediately after giving pro forma effect to any such
purchase or other acquisition, no Default shall have occurred and be continuing
and (B) immediately after giving effect to such purchase or other acquisition
for which the Parent and its Subsidiaries have paid cash consideration and/or
incurred Indebtedness in excess of $200,000,000, the Parent and its
Subsidiaries shall be in pro forma compliance with all of the covenants set
forth in Section 7.11, such compliance to be determined on the basis of
the financial information most recently delivered to the Administrative Agent
and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment
had been consummated as of the first day of the fiscal period covered thereby.


7.04         Fundamental Changes.  Merge, dissolve, liquidate, amalgamate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Default exists or would result therefrom:


(a)           the
Parent may merge or amalgamate with or into any other Person in a transaction
in which the Parent is the surviving corporation or in which the successor
assumes the obligations hereunder in a manner reasonably satisfactory to the
Administrative Agent;


(b)           any
Subsidiary may merge or amalgamate with any one or more other Subsidiaries, provided
that when any wholly-owned Subsidiary is merging with another Subsidiary, a
wholly-owned Subsidiary shall be the continuing or surviving Person and when
any Subsidiary Guarantor is merging with another Subsidiary, a Subsidiary
Guarantor shall be the continuing and surviving Person;


(c)           any
Loan Party may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Parent or to a Subsidiary of the
Parent, provided that if the transferor in such a transaction is a
Subsidiary Guarantor, then the transferee must either be the Parent or a
Subsidiary Guarantor;


(d)           any
Subsidiary may liquidate or dissolve if the Parent determines in good faith
that such liquidation or dissolution is in the best interests of the Parent;
and


(e)           Merger
Subsidiary may consummate the Merger; and



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(f)            any
Subsidiary may merge, amalgamate or consolidate with or into another Person or
Dispose of all or substantially all of its assets to or in favor of another
Person in any Disposition permitted pursuant to Section 7.05.


7.05         Dispositions.  Make any Disposition, except:


(a)           Dispositions
of obsolete, surplus or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business;


(b)           Dispositions
of inventory and Cash Equivalents, in each case in the ordinary course of
business;


(c)           Dispositions
of equipment or real property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii)
the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;


(d)           Dispositions
of property by any Subsidiary to the Parent or to a Subsidiary, provided
that if the transferor in such a transaction is a Subsidiary Guarantor, then
the transferee must either be the Parent or a Subsidiary Guarantor;


(e)           Dispositions
permitted by Section 7.04 (other than Section 7.04(f)) or Section
7.06;


(f)            subject
to the proviso below, Dispositions by the Parent and its Subsidiaries of
property pursuant to sale-leaseback transactions, provided that the book value
of all property so Disposed of from and after the Closing Date shall not exceed
$200,000,000 ;


(g)           licenses
or sublicenses of intellectual property, and leases or subleases of property,
in each case in the ordinary course of business;


(h)           Dispositions
of accounts receivables permitted in connection with any securitization to the
extent such securitization, if structured as a secured financing, would have
been permitted by 7.01(cc);


(i)            the
Disposition of the heat treat facility located in Blytheville, Arkansas to The
City of Blytheville; and


(j)            subject
to the proviso below, Dispositions by the Parent and its Subsidiaries not
otherwise permitted under this Section 7.05;


provided that
at the time of any Disposition pursuant to Sections 7.05(f) and (j),
(i) no Default shall exist or would result from such Disposition and (ii) the
aggregate fair market value of all property Disposed of from and after the
Closing Date in reliance on Sections 7.05(f) and (j) shall not
exceed 15% of Consolidated Total Assets (determined at the time of any such
Disposition).


7.06         Restricted Payments.  Declare or make any Restricted Payment,
except that, so long as no Default shall have occurred and be continuing at the
time of any action described below or would result therefrom:



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(a)           each
Subsidiary may make Restricted Payments to the Parent, the Subsidiary
Guarantors and, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made, to
any other Person that owns an Equity Interest in such Subsidiary; and the
Parent and any other Subsidiary may repurchase, redeem, retire or acquire any
Equity Interests held by the Parent or any of its Subsidiaries in any other
Subsidiary;


(b)           the
Parent and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person;


(c)           the
Parent and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests;


(d)           the
Parent or any Subsidiary may pay any dividend within 90 days after the date of
declaration thereof, if on the date of declaration the payment would have complied
with the provisions of this Section 7.06;


(e)           the
Parent may redeem, repurchase or acquire, or pay any sums due with respect to,
Equity Interests of the Parent held by officers, directors, employees or
consultants or former officers, directors, employees or consultants (or their
transferees, estates or beneficiaries under their estates), upon their death,
disability, retirement, severance or termination of employment or service; provided
that the aggregate cash consideration paid for all such redemptions shall not
exceed $20,000,000 million during any calendar year (with unused amounts in any
calendar year being usable, without duplication, in subsequent calendar years),
provided that such amounts shall be increased by: (a) the cash proceeds
from the sale of Equity Interests to officers, directors, employees or
consultants of the Parent and its Subsidiaries that occurs after the Closing
Date (provided that such proceeds have not been included for the purpose
of determining whether a previous Restricted Payment was permitted pursuant to Section
7.06(h)) plus (b) the cash proceeds of key man life insurance
policies received by the Parent or any Subsidiaries after the Closing Date;


(f)            the
Parent or any Subsidiary may make repurchases of Equity Interests deemed to
occur upon the exercise of stock options or warrants if the Equity Interests
represent a portion of the exercise price thereof, and the Parent or any
Subsidiary may make repurchases of Equity Interests deemed to occur upon the
withholding of a portion of the Equity Interests granted or awarded such
employee upon such grant or award;


(g)           the
Parent may purchase, redeem, acquire, cancel or retire, for a nominal value per
right, any rights granted to all the holders of common stock of the Parent
pursuant to any shareholders’ rights plan adopted for the purpose of protecting
shareholders from unfair takeover tactics; and


(h)           the
Parent or any Subsidiary may on any date (i) declare or pay dividends to its
stockholders and (ii) purchase, redeem or otherwise acquire Equity Interests
issued by it if, as of such date and immediately after giving effect thereto,
the aggregate amount of such dividends, purchases, redemptions, retirements and
acquisitions paid or made after the Closing Date would be less than the sum of
$500,000,000 plus the Marginal Restricted Payment Amount as of such
date.



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7.07         Change in Nature of Business.  Engage in any material line of business
substantially different from those lines of business conducted by the Parent
and its Subsidiaries on the date hereof or any business substantially related,
complementary or incidental thereto.


7.08         Transactions with Affiliates.  Enter into any transaction of any kind with
any Affiliate of the Parent, whether or not in the ordinary course of business,
other than on fair and reasonable terms substantially as favorable to the
Parent or such Subsidiary as would be obtainable by the Parent or such
Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate; provided that the foregoing restriction shall
not apply to (i) transactions between or among the Loan Parties or transactions
between or among Subsidiaries of the Parent that are not Loan Parties, (ii)
intercompany Investments made pursuant to Section 7.03, (iii) mergers,
amalgamations and consolidations between Subsidiaries and between the Parent
and any Subsidiary permitted by Section 7.04; (iv) intercompany
dispositions permitted by 7.05, (v) Restricted Payments permitted
pursuant to 7.06, (vi) the entering into of a tax sharing agreement, or
payments pursuant thereto, between the Parent and/or one or more other Loan
Parties, on the one hand, and any other Person with which the Parent or such
Loan Parties are required or permitted to file a consolidated tax return or
with which the  Parent or such other Loan
Parties are part of a consolidated group for tax purposes, on the other hand,
which payments by the Loan Parties are not in excess of the tax liabilities
that would have been payable by them on a stand-alone basis and (vii)
transactions between any Loan Party and any Person that is exclusively engaged
in, and solely in respect of, a secured financing or other securitization
permitted under Section 7.01(cc) or Section 7.05(h) and otherwise relating
directly thereto.


7.09         Burdensome Agreements.  Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document or the Senior Notes Indenture)
that limits the ability of any Subsidiary (other than an Excluded Subsidiary)
to Guaranty the Obligations of the Parent.


7.10         Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund Indebtedness originally incurred for such
purpose, in each case in violation of Regulation U.  At no time shall the Parent or any other
Borrower own, directly or through one or more of its Subsidiaries, margin stock
with a value in excess of 25% of the value (as determined by any reasonable
method) of the total assets of the Parent or such other Borrower.


7.11         Financial Covenants.  (a)  Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the end of any Measurement Period
ending on or after March 31, 2007 to be less than 2.00:1.00.


(b)           Consolidated Indebtedness to Capitalization Ratio.  (i) so long as the Debt Rating of the Parent
is at least  BBB- and Baa3 from S&P
and Moody’s, respectively, in each case with at least stable outlook, permit
the Consolidated Indebtedness to Capitalization to be greater than 0.60:1.00
and (ii) if at any time the Debt Rating of the Parent is lower than as set
forth in the preceding clause (i), permit the Consolidated Indebtedness to
Capitalization Ratio as of the end of any Measurement Period set forth below to
be greater than the ratio set forth below opposite such Measurement Period:




	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Consolidated Indebtedness

  to Capitalization Ratio

  	
   

  
	
  March 31, 2007
  through December 31, 2007

  	
   

  	
  0.60:1.00

  	
   

  
	
  March 31, 2008
  through December 31, 2008

  	
   

  	
  0.55:1.00

  	
   

  
	
  March 31, 2009
  through December 31, 2009

  	
   

  	
  0.50:1.00

  	
   

  
	
  March 31, 2010 and each
  fiscal quarter thereafter

  	
   

  	
  0.45:1.00

  	
   

  






 



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Article VIII

EVENTS OF DEFAULT AND REMEDIES


8.01         Events of Default.  Any of the following shall constitute an
Event of Default:


(a)           Non-Payment.  Any Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein and in the currency required
hereunder, any amount of principal of any Loan or any L/C Obligation or deposit
any funds as Cash Collateral in respect of L/C Obligations or BA Loans, or (ii)
within three Business Days after the same becomes due, any interest on any Loan
or on any L/C Obligation or BA Loan or any fee due hereunder, or (iii) within
ten Business Days after the same becomes due, any other amount payable
hereunder or under any other Loan Document; or


(b)           Specific Covenants.  Any Loan Party fails to perform or observe
any term, covenant or agreement contained in any of Section 6.05 (with
respect to the Parent or any Borrower), 6.10 or 6.11 or Article
VII; or


(c)           Other Defaults.  Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days; or


(d)           Representations and Warranties.  Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of the Parent or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
in any material respect when made or deemed made; or


(e)           Cross-Default.  (i) The Parent or any of its Subsidiaries (A)
fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more
than the Threshold Amount, or (B) fails to observe or perform any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity or cash collateral in respect thereof to be
demanded, provided that this clause (B) shall not apply to Indebtedness
that becomes due as a result of the sale, transfer or other disposition
(including as a result of a casualty or condemnation event) of any property or
assets pursuant to the terms of such Indebtedness to the extent that (x) such
sale, transfer or other disposition does not give rise to a default thereunder
and (y) the payment of such Indebtedness is made in accordance with the terms
of such Indebtedness with the proceeds of such sale, transfer or other
disposition; or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Parent or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Parent or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap 


 



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Termination Value owed by
the Parent or such Subsidiary as a result thereof is greater than the Threshold
Amount; or


(f)            Insolvency Proceedings, Etc.  The Parent or any of its Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law (including the filing of any notice of intention to file a “proposal”
within the meaning of the Bankruptcy and Insolvency Act (Canada) for relief
thereunder), or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, interim receiver, receiver
and manager, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer for it or for all or any material part of its property; or any
receiver, interim receiver, receiver and manager, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or


(g)           Inability to Pay Debts; Attachment.  (i) The Parent or any of its Subsidiaries
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or
execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or


(h)           Judgments.  There is entered against the Parent or any of
its Subsidiaries one or more final judgments or orders for the payment of money
in an aggregate amount (as to all such judgments or orders) exceeding the
Threshold Amount (to the extent not covered by available insurance as to which
the insurer does not dispute coverage) and (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or


(i)            ERISA.  (i) An ERISA Event occurs with respect to a
U.S. Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Parent under Title IV of ERISA
to the U.S. Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount
in excess of the Threshold Amount, or (ii) the Parent or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of the
Threshold Amount; or


(j)            Invalidity of Loan Documents.  Any provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party contests
in any manner the validity or enforceability of any provision of any Loan
Document; or any Loan Party denies that it has any or further liability or
obligation under any provision of any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document other than in
accordance with its terms; or


(k)           Change of Control.  There occurs any Change of Control.


 



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8.02         Remedies upon Event of Default.  If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:


(a)           declare the commitment of each Lender
to make Loans and any obligation of the L/C Issuers to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;


(b)           declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrowers;


(c)           require that the Borrowers Cash
Collateralize the L/C Obligations and Bankers’ Acceptances (in an amount equal
to the then Outstanding Amount thereof); and


(d)           exercise on behalf of itself and the
Lenders and the L/C Issuers all rights and remedies available to it and the
Lenders and the L/C Issuers under the Loan Documents;


provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to a Borrower
under any Debtor Relief Laws constituting an Event of Default under Section
8.01(f), the obligation of each Lender to make Loans and any obligation of
the L/C Issuers to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrowers to Cash Collateralize the L/C Obligations and
Bankers’ Acceptances as aforesaid shall automatically become effective, in each
case without further act of the Administrative Agent or any Lender.


8.03         Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations and Bankers’ Acceptances
have automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order:


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such;


Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal, interest and Letter of Credit Fees) payable to the Lenders and the
L/C Issuers (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuers (including fees and time charges for
attorneys who may be employees of any Lender or the L/C Issuers)) and amounts
payable under Article III, ratably among them in proportion to the
respective amounts described in this clause Second payable to them;


Third, to payment of that portion of the
Obligations constituting accrued and unpaid Letter of Credit Fees, BA
Acceptance Fees and interest on the Loans, L/C Borrowings and other
Obligations, ratably among the Lenders and the L/C Issuers in proportion to the
respective amounts described in this clause Third payable to them;


 



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Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuers in proportion to the respective
amounts described in this clause Fourth held by them;


Fifth, to the Administrative Agent for the account
of the L/C Issuers or Lenders, as applicable, to Cash Collateralize (i) that
portion of L/C Obligations comprising the aggregate undrawn amount of Letters
of Credit or (ii) unmatured Bankers’ Acceptances;


Sixth, to the payment of all other Obligations of the Loan Parties owing under
or in respect of the Loan Documents that are due and payable to the
Administrative Agent on such date, ratably based upon the respective aggregate
amounts of all such Obligations owing to the Administrative Agent on such date;
and


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the applicable Borrower or
as otherwise required by Law.


Subject
to Section 2.03(f), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall
be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.


Article IX

ADMINISTRATIVE AGENT


9.01         Appointment and Authority.  Each of the Lenders and the L/C Issuers
hereby irrevocably appoints Bank of America (including, in the case of the
Canadian Revolving Credit Facility, acting through Bank of America (Canada
Branch)) to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuers, and neither the Parent nor any
other Loan Party shall have rights as a third party beneficiary of any
of such provisions.


9.02         Rights as a Lender.  The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity.  Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind
of business with the Parent or any Subsidiary or other Affiliate thereof as if
such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders.


9.03         Exculpatory Provisions.  The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:


(a)           shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is
continuing;


 



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(b)           shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Loan Document or applicable law; and


(c)           shall not, except as expressly set
forth herein and in the other Loan Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to
the Borrowers or any of their respective Affiliates that is communicated to or
obtained by the Person serving as the Administrative Agent or any of its
Affiliates in any capacity.


The
Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.01 and 8.02) or (ii) in
the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent by the Parent, a Lender or an L/C
Issuer.


The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.


9.04         Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with
any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
an L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or such L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or such L/C Issuer
prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Loan Parties), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


9.05         Delegation of Duties.  The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative
Agent and any such 


 



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sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of
this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


9.06         Resignation of Administrative Agent.  The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuers and the Parent.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent of the
Parent (such consent not to be unreasonably withheld or delayed), to appoint a
successor, which shall be a bank with an office in the United States and
Canada, or an Affiliate of any such bank with an office in the United States
and Canada.  If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf
of the Lenders and the L/C Issuers, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Parent and the Lenders that no qualifying
Person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (a) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the L/C Issuers under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold
such collateral security until such time as a successor Administrative Agent is
appointed) and (b) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and each L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section.  Upon the acceptance of
a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). 
The fees payable by the Borrowers to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Parent and such successor. 
After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as an L/C
Issuer and a Swing Line Lender.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (i)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (iii) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer
with respect to such Letters of Credit.


9.07         Non-Reliance on Administrative Agent
and Other Lenders.  Each Lender and
each L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and each L/C Issuer also
acknowledges that it will, independently and without reliance upon 


 



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the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


9.08         No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, none of the Co-Lead Arrangers, Co-Syndication Agents,
Co-Documentation Agents or Joint Bookrunners listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or an L/C Issuer hereunder.


9.09         Guaranty Matters.  The Lenders and the L/C Issuers irrevocably
authorize the Administrative Agent, at its option and in its discretion, to
release any Subsidiary Guarantor from its obligations under the Subsidiary
Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder or is otherwise not required to guarantee the Obligations
pursuant to the terms of the Loan Documents; it being understood that, in
connection with the issuance of the Senior Notes, the Administrative Agent may,
upon request of the Parent and without the approval of any Lender, release any
Subsidiary Guarantor that is not a Material Subsidiary (other than by reason of
having become a party hereto or being designated as a Material Subsidiary by
the Parent) from its obligations under the Subsidiary Guaranty, so long as such
Subsidiary Guarantor does not provide a guaranty in respect of the Senior
Notes.  Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release any Subsidiary Guarantor from
its obligations under the Subsidiary Guaranty pursuant to this Section 9.10.  In each case as specified in this Section
9.10, the Administrative Agent will, at the Borrower’s expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may
reasonably request to release such Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty in accordance with the terms of the Loan
Documents and this Section 9.10.


Article X

CONTINUING GUARANTY


10.01       Parent Guaranty.  The Parent hereby absolutely and unconditionally
guarantees, as a guaranty of payment and performance and not merely as a
guaranty of collection, prompt payment when due, whether at stated maturity, by
required prepayment, upon acceleration, demand or otherwise, and at all times
thereafter, of any and all existing and future indebtedness and liabilities of
every kind, nature and character, direct or indirect, absolute or contingent,
liquidated or unliquidated, voluntary or involuntary and whether for principal,
interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of
the Designated Borrowers to the Administrative Agent, the L/C Issuers and the
Lenders arising hereunder and under the other Loan Documents (including all
renewals, extensions, amendments, refinancings and other modifications thereof
and all costs, attorneys’ fees and expenses incurred by the Administrative
Agent, the L/C Issuers or the Lenders in connection with the collection or
enforcement thereof), and whether recovery upon such indebtedness and
liabilities may be or hereafter become unenforceable or shall be an allowed or
disallowed claim under any proceeding or case
commenced by or against the Parent or the other Loan Parties under Debtor
Relief Laws, and including interest that accrues after the commencement by
or against any Borrower of any proceeding under any Debtor Relief Laws
(collectively, the “Guaranteed Obligations”).  The Administrative Agent’s books and records
showing the amount of the Guaranteed Obligations shall be admissible in
evidence in any action or proceeding, and shall be binding upon the Parent, and
conclusive (absent manifest error) for the purpose of establishing the amount
of the Guaranteed Obligations.  This
Parent Guaranty shall not, to the fullest extent permitted 


 



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by applicable law, be affected by the genuineness,
validity, regularity or enforceability of the Guaranteed Obligations or any
instrument or agreement evidencing any Guaranteed Obligations, or by the
existence, validity, enforceability, perfection, non-perfection or extent of
any collateral therefor, or by any fact or circumstance relating to the
Guaranteed Obligations which might otherwise constitute a defense to the
obligations of the Parent under this Parent Guaranty other than the defense of
payment in full in cash, and the Parent hereby irrevocably waives, to the
fullest extent permitted by applicable law, any defenses it may now have or
hereafter acquire in any way relating to any or all of the foregoing other than
the defense of payment in full in cash.


10.02       Rights of Lenders.  The Parent consents and agrees, to the
fullest extent permitted by applicable law, that the Administrative Agent, the
L/C Issuers and the Lenders may, at any time and from time to time, without
notice or demand, and without affecting the enforceability or continuing
effectiveness hereof:  (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for
payment or the terms of the Guaranteed Obligations or any part thereof; (b) take,
hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise
dispose of any security for the payment of this Parent Guaranty or any
Guaranteed Obligations; (c) apply such security and direct the order or manner
of sale thereof as the Administrative Agent, the L/C Issuers and the Lenders in
their sole discretion may determine; and (d) release or substitute one or more
of any endorsers or other guarantors of any of the Guaranteed Obligations.  Without limiting the generality of the foregoing,
the Parent consents, to the fullest extent permitted by applicable law, to the
taking of, or failure to take, any action which might in any manner or to any
extent vary the risks of the Parent under this Parent Guaranty or which, but
for this provision, might operate as a discharge of the Parent.


10.03       Certain Waivers.  The Parent waives, to the fullest extent
permitted by applicable laws, (a) any defense arising by reason of any
disability or other defense of the Parent or any other guarantor, or the
cessation from any cause whatsoever (including any act or omission of the
Administrative Agent, any L/C Issuer or any Lender) of the liability of the
Parent; (b) any defense based on any claim that the Parent’s obligations exceed
or are more burdensome than those of the Borrowers; (c) the benefit of any
statute of limitations affecting the Parent’s liability hereunder; (d) any
right to proceed against the Parent, proceed against or exhaust any security
for the Indebtedness, or pursue any other remedy in the power of the
Administrative Agent, any L/C Issuer or any Lender whatsoever; (e) any benefit
of and any right to participate in any security now or hereafter held by the
Administrative Agent, any L/C Issuer or any Lender; and (f) any and all other
defenses or benefits that may be derived from or afforded by applicable law
limiting the liability of or exonerating guarantors or sureties other than the
defense of payment in full in cash.  The
Parent expressly waives all setoffs and counterclaims (other than mandatory
counterclaims) and all presentments, demands for payment or performance,
notices of nonpayment or nonperformance, protests, notices of protest, notices
of dishonor and all other notices or demands of any kind or nature whatsoever
with respect to the Guaranteed Obligations, and all notices of acceptance of
this Parent Guaranty or of the existence, creation or incurrence of new or
additional Guaranteed Obligations.


10.04       Obligations Independent.  The obligations of the Parent hereunder are
those of primary obligor, and not merely as surety, and are independent of the
Guaranteed Obligations and the obligations of any other guarantor, and a
separate action may be brought against the Parent to enforce this Parent
Guaranty whether or not the Parent or any other person or entity is joined as a
party.


10.05       Subrogation.  The Parent shall not exercise any right of
subrogation, contribution, indemnity, reimbursement or similar rights with
respect to any payments it makes under this Parent Guaranty until all of the
Guaranteed Obligations and any amounts payable under this Parent Guaranty have
been paid and performed in full and the Commitments and the Senior Credit
Facilities are terminated.  If any
amounts are paid to the Parent in violation of the foregoing limitation, then
such 


 



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amounts shall be held in trust for the benefit of the
Administrative Agent, the L/C Issuers and the Lenders and shall forthwith be
paid to the Administrative Agent, the L/C Issuers and the Lenders to reduce the
amount of the Guaranteed Obligations, whether matured or unmatured.


10.06       Termination; Reinstatement.  This Parent Guaranty is a continuing and
irrevocable guaranty of all Guaranteed Obligations now or hereafter existing
and shall remain in full force and effect until all Guaranteed Obligations and
any other amounts payable under this Parent Guaranty are paid in full in cash
and the Commitments under the Senior Credit Facilities are terminated.  Notwithstanding the foregoing, this Parent
Guaranty shall continue in full force and
effect or be revived, as the case
may be, if any payment by or on behalf of the
Parent is made, or any of the Administrative Agent, the L/C Issuers or the
Lenders exercises its right of setoff, in respect of the Guaranteed Obligations
and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by any of the
Administrative Agent, the L/C Issuers or the Lenders in their discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Laws or otherwise, all as if such
payment had not been made or such setoff had
not occurred and whether or not the Administrative Agent, the L/C
Issuers and the Lenders are in possession of or have released this Parent
Guaranty and regardless of any prior revocation, rescission, termination or
reduction.  The obligations of the Parent under
this paragraph shall survive termination of this Parent Guaranty.


10.07       Stay of
Acceleration.  If acceleration of the
time for payment of any of the Guaranteed Obligations is stayed, in connection
with any case commenced by or against any Borrower under any Debtor Relief
Laws, or otherwise, all such amounts shall nonetheless be payable by the Parent immediately
upon demand by the Administrative Agent, the L/C Issuers and the Lenders.


10.08       Condition of Borrower.  The Parent acknowledges and agrees that it
has the sole responsibility for, and has adequate means of, obtaining from the
Borrowers and any other guarantor such information concerning the financial condition, business and operations of the
Borrowers and any such other guarantor as the Parent requires, and that none of
the Administrative Agent, the L/C Issuers and the Lenders have any duty, and
the Parent is not relying on the Administrative Agent, the L/C Issuers and the
Lenders at any time, to disclose to the Parent any information relating to the
business, operations or financial condition of any Borrower or any other
guarantor (the Parent waiving any duty on the part of the Administrative Agent,
the L/C Issuers and the Lenders to disclose such information and any defense
relating to the failure to provide the same).


Article XI

MISCELLANEOUS


11.01       Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Parent or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Parent or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


(a)           waive any condition set forth in Section
4.01, or, in the case of the initial Credit Extension, Section 4.02,
without the written consent of each Lender;


(b)           extend or increase the Commitment of
any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;


 



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(c)           postpone any date fixed by this
Agreement or any other Loan Documents for any payment of principal, interest,
fees or other amounts due to the Lenders (or any of them)  hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby;


(d)           reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (v) of the second proviso to this Section 11.01) any fees or
other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary (i) to amend
the definition of “Default Rate” or to waive any obligation of any Borrower to
pay interest, Letter of Credit Fees or BA Acceptance Fees at the Default Rate
or (ii) to amend any financial covenant hereunder (or any defined term used
therein) even if the effect of such amendment would be to reduce the rate of
interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;


(e)           change (i) Section 8.03 in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender or (ii) the order of application of
any reduction in the Commitments or any prepayment of Loans among the
Facilities from the application thereof set forth in the applicable provisions
of Section 2.06 or 2.07(b), respectively, in any manner that
materially and adversely affects the Lenders under a Facility without the
written consent of (i) if such Facility is the Term Facility, the Required
Term Lenders and (ii) if such Facility is the Revolving Credit Facility,
the Required Revolving Lenders;


(f)            change the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or


(g)           release the Parent from the Parent
Guaranty or all or substantially all of the value of the Subsidiary Guaranty
without the written consent of each Lender;


and
provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by each L/C Issuer in addition to the Lenders
required above, affect the rights or duties of such L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the applicable Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of such Swing Line Lender under
this Agreement; (iii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; (iv) Section 11.06(h) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an SPC at the time of
such amendment, waiver or other modification; and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.


11.02       Notices and Other Communications;
Facsimile Copies.  (a)  Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or 


 



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registered mail or sent by telecopier as follows, and
all notices and other communications expressly permitted hereunder to be given
by telephone shall be made to the applicable telephone number, as follows:


(i)            if to the Parent or any other Loan
Party, the Administrative Agent, any L/C Issuer or a Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 11.02; and


(ii)           if to any other Lender, to the
address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.


Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through
electronic communications to the extent provided in subsection (b) below shall
be effective as provided in such subsection (b).


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuers hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.  The Administrative Agent or the Parent may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.


Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


(c)           The
Platform.  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.”  THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to any Borrower or other Loan Party,
any Lender, any L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any 


 



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Borrower’s or the Administrative Agent’s transmission
of Borrower Materials through the Internet, except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party
have any liability to any Borrower or other Loan Party, any Lender, any L/C
Issuer or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).


(d)           Change
of Address, Etc.  Each of the Parent,
IPSCO U.S. Borrower, the Administrative Agent, any L/C Issuer and each Swing
Line Lender may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder
by notice to the Parent, the Administrative Agent, each L/C Issuer and each
Swing Line Lender.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.


(e)           Reliance
by Administrative Agent, L/C Issuers and Lenders.  The Administrative
Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon
any notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of any Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Parent shall indemnify the
Administrative Agent, each L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
any Borrower, except to the extent arising from the gross negligence or willful
misconduct of such Person.  All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.


11.03       No Waiver; Cumulative Remedies.  No failure by any Lender, any L/C Issuer or
the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or any other Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies,
powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


11.04       Expenses; Indemnity; Damage Waiver.  (a)  Costs
and Expenses.  The Parent shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and
disbursements of one U.S. counsel and appropriate special and local counsel for
the Administrative Agent and the Arranger), in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred
by each L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, any Lender or any L/C Issuer (including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent,
any Lender or any L/C Issuer), and
shall pay all reasonable fees and time charges 


 



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for attorneys who may be
employees of the Administrative Agent, any Lender or any L/C Issuer, in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout or restructuring in respect of such Loans or Letters of Credit.


(b)           Indemnification
by the Borrower.  The Parent shall
indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
each L/C Issuer, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the reasonable fees, disbursements and other
charges of any counsel for any Indemnitee), and shall indemnify and hold harmless
each Indemnitee from all reasonable fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by the Parent or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Loan Documents, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned
or operated by the Parent or any of its Subsidiaries, or any Environmental
Liability related in any way to the Parent or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Parent or any
other Loan Party or any of the Parent’s or such Loan Party’s directors,
shareholders or creditors, and regardless of whether any Indemnitee is a party
thereto and whether or not any of the transactions contemplated hereunder or
under any of the other Loan Documents is consummated, in all cases,
whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined in a final
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by the Parent or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if the Parent or such other Loan Party has obtained a
final judgment in its favor on such claim as determined by a court of competent
jurisdiction.


(c)           Reimbursement
by Lenders.  To the extent that the
Parent for any reason fails to pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the
Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the
case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) or any L/C Issuer in its capacity as such, or against any Related
Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.13(d).


 



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(d)           Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, no Borrower shall assert, and
each Borrower hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


(e)           Payments.  All amounts due under this Section shall be payable
not later than ten Business Days after demand therefor.


(f)            Survival.  The agreements in this Section shall survive
the resignation of the Administrative Agent, any L/C Issuer,
each Swing Line Lender, the
replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.


11.05       Payments Set Aside.  To the extent that any payment by or on
behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or
any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent, such L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender and each L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of
any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, in the applicable currency of such recovery or payment.  The obligations of the Lenders and the L/C
Issuers under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.


11.06       Successors and Assigns.  (a)  Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that neither the Parent, any Borrower, nor the other Loan
Parties constituting all or substantially all of the value of such other Loan
Parties may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and
each Lender, unless, in each case, such assignment is pursuant to a merger or
amalgamation made in accordance with Section 7.04, and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of Section
11.06(b), (ii) by way of participation in accordance with the provisions of
Section 11.06(d), (iii) by way of pledge or assignment of a security
interest subject to the restrictions of Section 11.06(f), or (iv) to an
SPC in accordance with the provisions of Section 11.06(h) (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement,
expressed or implied, 


 



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shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent, the L/C Issuers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


(b)           Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this Section 11.06(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that any such assignment shall be subject to the following
conditions:


(i)            Minimum Amounts.


(A)  In the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, no minimum amount need be
assigned; and


(B)           in any case not described in
subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the
applicable Commitment is not then in effect, the principal outstanding balance
of the Loan of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Credit
Facility, or $2,500,000, in the case of any assignment in respect of the Term
Facility, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Parent otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single assignee
(or to an assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.


(ii)           Proportionate Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not (A) apply to a Swing Line
Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit
any Lender from assigning all or a portion of its rights and obligations among
separate Facilities on a non-pro rata basis;


(iii)          Mandatory Consents.  No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:


(A)          the consent of the Parent (such
consent not to be unreasonably withheld or delayed) shall be required unless
(1) an Event of Default has occurred and is continuing at the time of such
assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund;


 



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(B)           the consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed) shall be
required if such assignment is to a Person that is not a Lender, an Affiliate
of such Lender or an Approved Fund with respect to such Lender;


(C)           the consent of each L/C Issuer under
a Revolving Credit Facility (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding) under such Revolving Credit Facility; and


(D)          any assignment of a Revolving Credit
Commitment must be approved by the Administrative Agent, the L/C Issuers and
the Swing Line Lenders, in each case under such Revolving Credit Facility,
unless the Person that is the proposed assignee is itself a Lender under such Revolving
Credit Facility (whether or not the proposed assignee would otherwise qualify
as an Eligible Assignee).


(iv)          Assignment and Assumption.  The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500; provided that in the
event of two or more concurrent assignments to members of the same Assignee
Group (which may be effected by a suballocation of an assigned amount among
members of such Assignee Group) or two or more concurrent assignments by
members of the same Assignee Group to a single Eligible Assignee (or to an
Eligible Assignee and members of its Assignee Group), only a single such $3,500
fee shall be payable for all such contemporaneous assignments.  The Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


(v)           No Assignment to Parent.  No such assignment shall be made to the
Parent or any of the Parent’s Affiliates or Subsidiaries.


(vi)          No Assignment to Natural Persons.  No such assignment shall be made to a natural
person.


(vii)         No Assignment Resulting in
Additional Indemnified Taxes.  Prior
to the occurrence of an Event of Default under Sections 8.01(a), (b)
(as the result of a breach of Section 7.11), (f) or (g),
no such assignment shall be made to any Person that, through its Lending
Offices, is not capable of lending to the relevant Borrowers without the
imposition of any additional Indemnified Taxes.


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05
and 11.04 with respect to facts and circumstances occurring prior to the
effective date of such assignment).  Upon
request, each Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations under this Agreement 


 



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that
does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with Section 11.06(d).


(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of each Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive absent manifest error, and each Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by each Borrower and any Lender at any reasonable time and from time
to time upon reasonable prior notice.


(d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, any Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Parent or any
of the Parent’s Affiliates or Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the applicable Borrowers, the Administrative Agent, the other
Lenders and the L/C Issuers shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 11.01 that
affects such Participant.  Subject to subsection
(e) of this Section, each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.01, 3.04 and 3.05to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to Section 11.06(b).  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 11.08as though it were a Lender, provided such
Participant agrees to be subject to Section 2.13 as though it were a
Lender.


(e)           Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
3.01 or 3.04than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Parent’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01
unless the Parent is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the applicable Borrower, to comply
with Section 3.01(e) as though it were a Lender.


(f)            Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note(s), if any) to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or the Bank of Canada; provided that no such pledge
or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 



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(g)           Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


(h)           Special
Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Parent (an “SPC”) the option to
provide all or any part of any Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the Administrative Agent as is required under Section 2.13(b)(ii).  Each party hereto hereby agrees that (A)
neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations
of any Borrower under this Agreement (including its obligations under Section
3.04), (B) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (C) the
Granting Lender shall for all purposes, including the approval of any amendment,
waiver or other modification of any provision of any Loan Document, remain the
lender of record hereunder.  The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Loan were made by such Granting
Lender.  In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior debt of
any SPC, it will not institute against, or join any other Person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceeding under the laws of the United States or any State
thereof.  Notwithstanding anything to the
contrary contained herein, any SPC may (1) with notice to, but without prior
consent of the Parent and the Administrative Agent and with the payment of a processing
fee in the amount of $2,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (2) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC.


(i)            Resignation
as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Revolving
Credit Commitments and Revolving Credit Loans pursuant to Section 11.06(b),
Bank of America may, (i) upon 30 days’ notice to the Parent and the Lenders,
resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Parent, resign
as a Swing Line Lender.  In the event of
any such resignation as an L/C Issuer or a Swing Line Lender, the Parent shall
be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; provided, however, that no failure by the Parent
to appoint any such successor shall affect the resignation of Bank of America
as an L/C Issuer or a Swing Line Lender, as the case may be.  If Bank of America resigns as an L/C Issuer,
it shall retain all the rights, powers, privileges and duties of an L/C Issuer
hereunder with respect to all Letters of Credit issued by it that are
outstanding as of the effective date of its resignation as an L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate
Loans, as applicable, or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(b)).  If
Bank of America resigns as a Swing Line Lender, it shall retain all the 


 



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rights of a Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make
Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate Loans, as
applicable, or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04.A(c) or 2.04.B(c).  Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the
case may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such
Letters of Credit.


11.07       Treatment of Certain Information;
Confidentiality.  Each of the Administrative
Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Laws or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to a Borrower and its obligations, (g) with the
consent of the Parent or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, any Lender, any L/C
Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than the Parent.


For
the purposes of this Section, “Information” means all information
received from the Parent or any of its Subsidiaries relating to the Parent or
any of its Subsidiaries or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any L/C Issuer
or any Lender on a nonconfidential basis prior to disclosure by the Parent or
any of its Subsidiaries.  Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.  Each of the
Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the
Information may include material non-public information concerning the Parent
or a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable Law,
including applicable Securities Laws.


11.08       Right of Setoff.  If an Event of Default under Section
8.01(a), (f) or (g) shall have occurred and be continuing,
each Lender, each L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, such L/C Issuer or any such Affiliate to or for the credit or the
account of the Parent or any other Loan
Party against any and all of the obligations of the Parent or any other Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or such L/C Issuer, 


 



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irrespective of whether or not such Lender or such L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Parent or any other Loan Party may be contingent or unmatured or are owed
to a branch or office of such Lender or such L/C Issuer different from the
branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, each L/C Issuer
and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender, such
L/C Issuer or their respective Affiliates may have.  Each Lender and each L/C Issuer agrees to
notify the Parent and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give
such notice shall not affect the validity of such setoff and application.


11.09       Interest Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the applicable Borrower.  In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


11.10       Counterparts; Integration;
Effectiveness.  This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


11.11       Survival of Representations and
Warranties.  All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


11.12       Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
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11.13       Replacement of Lenders.  If any Lender requests compensation under Section
3.04, or if a Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, or if any Lender is a
Defaulting Lender, or if any Lender is not required to make Credit Extensions
to a Designated Borrower pursuant to Section 2.19(e), then the
applicable Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 11.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:


(a)           such Borrower shall have paid (or
caused a Subsidiary to pay) to the Administrative Agent the assignment fee
specified in Section 11.06(b);


(b)           such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and L/C
Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the applicable Borrower (in the
case of all other amounts);


(c)           in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or payments
required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments thereafter; and


(d)           such assignment does not conflict
with applicable Laws.


A
Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Parent to require such assignment and delegation cease to apply.


11.14       GOVERNING LAW; JURISDICTION; ETC.  (a)  GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


(b)           SUBMISSION
TO JURISDICTION.  THE PARENT AND EACH OTHER
LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO
AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO 


 



 115
 






 



 


BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE PARENT OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


(c)           WAIVER
OF VENUE.  THE PARENT AND EACH OTHER
LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.


(d)           SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11.02.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW


11.15       WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


11.16       No Advisory or Fiduciary
Responsibility.  In connection with
all aspects of each transaction contemplated hereby, each Borrower and each
other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) the credit facilities provided for hereunder and any
related arranging or other services in connection therewith (including in
connection with any amendment, waiver or other modification hereof or of any
other Loan Document) are an arm’s-length commercial transaction between the
Borrowers, the other Loan Parties and their respective Affiliates, on the one
hand, and the Administrative Agent and the Arranger on the other hand, and the
Borrowers and the other Loan Parties are capable of evaluating and
understanding and understand and accept the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents (including any
amendment, waiver or other modification hereof or thereof); (ii) in connection
with the process leading to such transaction, the Administrative Agent and the
Arranger each is and has been acting solely as a principal and is not the
financial advisor, agent or fiduciary, for any of the Borrower, any other Loan
Parties or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (iii) neither the Administrative Agent nor the
Arranger has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of any Borrower or any other Loan Party with respect to
any of the transactions contemplated hereby or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or
of any other Loan Document (irrespective of whether the Administrative Agent or
the Arranger has advised or is currently advising any of the Borrowers, the 


 



 116
 






 



 


other Loan Parties or their respective Affiliates on
other matters) and neither the Administrative Agent nor the Arranger has any
obligation to any of the Borrowers, the other Loan Parties or their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (iv)
the Administrative Agent and the Arranger and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ
from those of the Borrowers, the other Loan Parties and their respective
Affiliates, and neither the Administrative Agent nor the Arranger has any
obligation to disclose any of such interests by virtue of any advisory, agency
or fiduciary relationship; and (v) the Administrative Agent and the Arranger
have not provided and will not provide any legal, accounting, regulatory or tax
advice with respect to any of the transactions contemplated hereby (including
any amendment, waiver or other modification hereof or of any other Loan
Document) and each Borrower and each other Loan Party has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate.  Each Borrower and each
other Loan Party hereby waives and releases, to the fullest extent permitted by
law, any claims that it may have against the Administrative Agent and the
Arranger with respect to any breach or alleged breach of agency or fiduciary
duty arising out of the financing transactions provided for hereunder and under
the other Loan Documents.


11.17       USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot
Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies each Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”), it is required to obtain,
verify and record information that identifies each Loan Party, which
information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Loan Party in accordance with the Act.


11.18       Time of the Essence.  Time is of the essence of the Loan Documents.


11.19       Judgment Currency.


(a)            If, for the purpose of obtaining or
enforcing judgment against any Loan Party in any court in any jurisdiction, it
becomes necessary to convert into any other currency (such other currency being
hereinafter in this Section 11.19 referred to as the “Judgment Currency”)
an amount due under any Loan Document in any currency (the “Obligation
Currency”) other than the Judgment Currency, the conversion shall be made
at the rate of exchange prevailing on the Business Day immediately preceding
the date of actual payment of the amount due, in the case of any proceeding in
the courts of the Province of Ontario or in the courts of any other
jurisdiction that will give effect to such conversion being made on such date,
or the date on which the judgment is given, in the case of any proceeding in
the courts of any other jurisdiction (the applicable date as of which such
conversion is made pursuant to this Section 11.19 being hereinafter in this
Section 11.19 referred to as the “Judgment Conversion Date”).


(b)           If, in the case of any proceeding in
the court of any jurisdiction referred to in Section 11.19(a), there is a
change in the rate of exchange prevailing between the Judgment Conversion Date
and the date of actual receipt for value of the amount due, the applicable Loan
Party or Parties shall, to the fullest extent permitted by applicable law, pay
such additional amount, if any, as may be necessary to ensure that the amount
actually received in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of the
Judgment Currency stipulated in the judgment or judicial order at the rate of
exchange prevailing on the Judgment Conversion Date.  Any amount due from any Loan Party under this
Section 11.19(b) shall be due as a separate debt and shall not be affected by
judgment being obtained for any other amounts due under or in respect of any of
the Loan Documents.


 



 117
 






 



 


(c)           The term “rate of exchange” in this
Section 11.19 means the rate of exchange at which Agent, on the relevant date
at or about 11:00 a.m. (New York time), would be prepared to sell, in
accordance with its normal course foreign currency exchange practices, the
Obligation Currency against the Judgment Currency.


11.20       ENTIRE AGREEMENT. 
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES.


11.21       Existing Credit Agreement.  The Parent, by its execution of this
Agreement, hereby gives notice that the Parent is electing to terminate in its
entirety the commitments under the Existing Credit Agreement, such termination
to be effective as of the Closing Date. 
Each Lender that is a party to the Existing Credit Agreement, by its
execution hereof, waives any requirement of prior notice set forth therein as
condition to the right of the Parent to terminate the commitments thereunder.


[THE BALANCE
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 



 118













 


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.


	
  

  	
  IPSCO INC., as Canadian
  Borrower and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vicki Avril

  
	
   

  	
   

  	
  Name:

  	
  Vicki Avril

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IPSCO RECYCLING INC

  
	
   

  	
  IPSCO SASKATCHEWAN INC.

  
	
   

  	
  IPSCO CANADA INC.

  
	
   

  	
  IPSCO ENTERPRISES INC.

  
	
   

  	
  IPSCO FINANCE GP

  
	
   

  	
  IPSCO TUBULARS INC.

  
	
   

  	
  NS GROUP, INC.

  
	
   

  	
  KOPPEL STEEL CORPORATION

  
	
   

  	
  NEWPORT STEEL CORPORATION

  
	
   

  	
  ERLANGER TUBULAR
  CORPORATION

  
	
   

  	
  IPSCO STEEL INC.

  
	
   

  	
  IPSCO STEEL (ALABAMA) INC.

  
	
   

  	
      each as a
  Designated Borrower

  



 


	
  

  	
  By:

  	
  /s/ Vicki Avril

  
	
   

  	
   

  	
  Name:

  	
  Vicki Avril

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  



 



 S-1
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., ACTING

  THROUGH ITS CANADA BRANCH

  as Administrative Agent 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-2
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., ACTING

  THROUGH ITS CANADA BRANCH,

  as an L/C Issuer and Swing Line Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-3
 






 



 


	
  

  	
  BANK OF AMERICA, N.A.,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Thomas Barnett

  
	
   

  	
   

  	
  Name:

  	
  W. Thomas Barnett

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



 S-4
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., ACTING

  THROUGH ITS CANADA BRANCH

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-5
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., ACTING

  THROUGH ITS CANADA BRANCH

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-6
 






 



 


	
  

  	
  LASALLE BANK NATIONAL
  ASSOCIATION,

  as an L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan M. Davis

  
	
   

  	
   

  	
  Name:

  	
  Susan M. Davis

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-7
 






 



 


	
  

  	
  THE TORONTO-DOMINION
  BANK,

  as an L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Nevison

  
	
   

  	
   

  	
  Name:

  	
  Gary Nevison

  
	
   

  	
   

  	
  Title:

  	
  Vice President &
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward A.
  Hopkinson

  
	
   

  	
   

  	
  Name:

  	
  Edward A. Hopkinson

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 



 S-8
 






 



 


	
  

  	
  JPMORGAN CHASE BANK,
  N.A.,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Coleman 

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Coleman 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-9
 






 



 


	
  

  	
  JPMORGAN CHASE BANK,
  N.A., TORONTO BRANCH,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Coleman 

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Coleman 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 



 S-10













 


 


	
  

  	
  TORONTO DOMINION (TEXAS)
  LLC,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Murray

  
	
   

  	
   

  	
  Name:

  	
  Ian Murray

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 



 S-11
 






 



 


	
  

  	
  THE TORONTO-DOMINION
  BANK,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Nevison

  
	
   

  	
   

  	
  Name:

  	
  Gary Nevison

  
	
   

  	
   

  	
  Title:

  	
  Vice President &
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward A.
  Hopkinson

  
	
   

  	
   

  	
  Name:

  	
  Edward A. Hopkinson

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 



 S-12
 






 



 


	
  

  	
  ABN AMRO BANK N.V.,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Liz Lary

  
	
   

  	
   

  	
  Name:

  	
  Liz Lary

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sheldon
  Stoughton 

  
	
   

  	
   

  	
  Name:

  	
  Sheldon Stoughton 

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 



 S-13
 






 



 


	
  

  	
  ABN AMRO BANK N.V.,

  as a Lender to the
  Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Wingfelder

  
	
   

  	
   

  	
  Name:

  	
  David Wingfelder

  
	
   

  	
   

  	
  Title:

  	
  Managing Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Quinn 

  
	
   

  	
   

  	
  Name:

  	
  Michael Quinn  

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  



 



 S-14
 






 



 


	
  

  	
  ROYAL BANK OF CANADA,

  as a Lender to the
  U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dustin Craven

  
	
   

  	
   

  	
  Name:

  	
  Dustin Craven

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 



 S-15
 






 



 


	
  

  	
  ROYAL BANK OF CANADA,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Beck

  
	
   

  	
   

  	
  Name:

  	
  Mark Beck

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 



 S-16
 






 



 


	
  

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles W. Reed

  
	
   

  	
   

  	
  Name:

  	
  Charles W. Reed

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-17
 






 



 


	
  

  	
  FIFTH THIRD BANK,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rita L. Johnson 

  
	
   

  	
   

  	
  Name:

  	
  Rita L. Johnson 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-18
 






 



 


	
  

  	
  FIFTH THIRD BANK,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rita L. Johnson 

  
	
   

  	
   

  	
  Name:

  	
  Rita L. Johnson 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-19
 






 



 


	
  

  	
  EXPORT DEVELOPMENT
  CANADA,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond Gingras 

  
	
   

  	
   

  	
  Name:

  	
  Raymond Gingras 

  
	
   

  	
   

  	
  Title:

  	
  Financing Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Doyle  

  
	
   

  	
   

  	
  Name:

  	
  Mark Doyle  

  
	
   

  	
   

  	
  Title:

  	
  Financing Manager

  



 


 



 S-20













 


 


	
  

  	
  WESTLB AG, TORONTO
  BRANCH,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alik A. Kassner 

  
	
   

  	
   

  	
  Name:

  	
  Alik A. Kassner 

  
	
   

  	
   

  	
  Title:

  	
  Executive Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, TORONTO
  BRANCH,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert L. Dyck 

  
	
   

  	
   

  	
  Name:

  	
  Robert L. Dyck 

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 


 



 S-21
 






 



 


	
  

  	
  WESTLB AG, TORONTO
  BRANCH,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alik A. Kassner 

  
	
   

  	
   

  	
  Name:

  	
  Alik A. Kassner 

  
	
   

  	
   

  	
  Title:

  	
  Executive Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTLB AG, TORONTO
  BRANCH,

  as a Lender to the Canadian Borrowers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert L. Dyck 

  
	
   

  	
   

  	
  Name:

  	
  Robert L. Dyck 

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 



 S-22
 






 



 


	
  

  	
  SOCIÉTÉ GÉNÉRALE (NEW YORK
  BRANCH),

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurence Lemesle 

  
	
   

  	
   

  	
  Name:

  	
  Laurence Lemesle 

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 



 S-23
 






 



 


	
  

  	
  SOCIÉTÉ GÉNÉRALE (CANADA
  BRANCH),

  as a Lender to the Canadian Borrowers and U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Ritchie

  
	
   

  	
   

  	
  Name:

  	
  Charles Ritchie

  
	
   

  	
   

  	
  Title:

  	
  Director 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregoire
  Bonhomme 

  
	
   

  	
   

  	
  Name:

  	
  Gregoire Bonhomme 

  
	
   

  	
   

  	
  Title:

  	
  Director 

  



 



 S-24
 






 



 


	
  

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Molly Drennan

  
	
   

  	
   

  	
  Name:

  	
  Molly Drennan

  
	
   

  	
   

  	
  Title:

  	
  First Vice President 

  



 



 S-25
 






 



 


	
  

  	
  KEY BANK NATIONAL
  ASSOCIATION,

  as a Lender to the U.S. Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suzannah Harris 

  
	
   

  	
   

  	
  Name:

  	
  Suzannah Harris 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-26
 






 



 


	
  

  	
  NATIONAL CITY BANK,

  as a Lender to the U.S.
  Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Leong 

  
	
   

  	
   

  	
  Name:

  	
  Michael Leong 

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-27
 






 



 


	
  

  	
  NATIONAL CITY BANK, CANADA
  BRANCH,

  as a Lender to the
  Canadian Borrowers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill Hines 

  
	
   

  	
   

  	
  Name:

  	
  Bill Hines 

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  & Principal Officer 

  



 


 


 



 S-28













 


SCHEDULE 1.01


EXISTING LETTERS OF CREDIT


 


IPSCO Letters of
Credit  issued by Toronto Dominion Bank


	
  Canadian

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L/C
  Number

  	
   

  	
  Beneficiary

  	
   

  	
  Issue
  Date

  	
   

  	
  Expiry
  Date

  	
   

  	
  Face
  Amount

  	
   

  	
   

  
	
  L/C No. 690820

  	
   

  	
  Min of Environment, Surrey, BC

  	
   

  	
  Feb 18, 2003

  	
   

  	
  March 4, 2007

  	
   

  	
  $6,000,000.00

  	
   

  	
   

  
	
  L/C No. 691603

  	
   

  	
  Min of Environment, Surrey, BC

  	
   

  	
  Feb 18, 2003

  	
   

  	
  May 30, 2007

  	
   

  	
  $675,000.00

  	
   

  	
   

  
	
  L/C No. S693289

  	
   

  	
  Royal Trust Corporation

  	
   

  	
  Feb 18, 2003

  	
   

  	
  March 4, 2007

  	
   

  	
  $4,905,500.00

  	
   

  	
  *

  
	
  Canadian Dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $11,580,500.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US Dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L/C No G094994

  	
   

  	
  La Salle National Leasing Corp

  	
   

  	
  June 27, 2001

  	
   

  	
  March 4, 2007

  	
   

  	
  $3,775,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



* effective January 1, 2005  reduced by $318,100  to $5,134,900


* effective January 1, 2006  reduced by $229,400  to $4,905,500


NS Letters of Credit issued
by La Salle Bank NA


	
  US

  	
   

  	
  Beneficiary

  	
   

  	
  Issue
  Date

  	
   

  	
  Expiry
  Date

  	
   

  	
  Face
  Amount

  	
   

  	
   

  
	
  L/C No S580392000

  	
   

  	
  Hartford Fire Insurance Company

  	
   

  	
   

  	
   

  	
  March 15, 2007

  	
   

  	
  $235,000.00

  	
   

  	
   

  
	
  L/C

  	
   

  	
  Commonwealth of Kentucky

  	
   

  	
   

  	
   

  	
  March 15, 2007

  	
   

  	
  $1,830,406.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 
















 


SCHEDULE 2.01


COMMITMENTS

AND APPLICABLE PERCENTAGES


	
  Lender
  Group

  	
   

  	
  Canadian

  Lenders

  	
   

  	
  U.S.
  Lenders

  	
   

  	
  $500MM

  Revolver

  Allocation

  	
   

  	
  Applic-able

  Percent

  	
   

  	
  $250MM
  Term

  Loan Allocation

  	
   

  	
  Applicable

  Percent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A., acting through its Canada Branch and Bank of
  America, N.A.

  	
   

  	
  Bank of America, N.A., acting through its Canada Branch

  	
   

  	
  Bank of America, N.A.

  	
   

  	
  $66,666,666.67

  	
   

  	
  13.33%

  	
   

  	
  $33,333,333.33

  	
   

  	
  13.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto
  Branch

  	
   

  	
  JPMorgan Chase Bank, N.A., Toronto Branch

  	
   

  	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $66,666,666.67

  	
   

  	
  13.33%

  	
   

  	
  $33,333,333.33

  	
   

  	
  13.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Toronto Dominion (Texas) LLC and The Toronto-Dominion Bank

  	
   

  	
  The Toronto-Dominion Bank

  	
   

  	
  Toronto Dominion (Texas) LLC

  	
   

  	
  $66,666,666.67

  	
   

  	
  13.33%

  	
   

  	
  $33,333,333.33

  	
   

  	
  13.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO Bank N.V.

  	
   

  	
  ABN AMRO Bank N.V.

  	
   

  	
  ABN AMRO Bank N.V.

  	
   

  	
  $50,000,000.00

  	
   

  	
  10%

  	
   

  	
  $25,000,000.00

  	
   

  	
  10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  Royal Bank of Canada

  	
   

  	
  Royal Bank of Canada

  	
   

  	
  $50,000,000.00

  	
   

  	
  10%

  	
   

  	
  $25,000,000.00

  	
   

  	
  10%

  



 










 



 


	
  Wells Fargo
  Bank, National Association

  	
   

  	
   

  	
   

  	
  Wells Fargo Bank, National Association

  	
   

  	
  $50,000,000.00

  	
   

  	
  10%

  	
   

  	
  $25,000,000.00

  	
   

  	
  10%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  Fifth Third Bank

  	
   

  	
  Fifth Third Bank

  	
   

  	
  $33,333,333.33

  	
   

  	
  6.67%

  	
   

  	
  $16,666,666.67

  	
   

  	
  6.67%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Export Development Canada

  	
   

  	
   

  	
   

  	
  Export Development Canada

  	
   

  	
  $33,333,333.33

  	
   

  	
  6.67%

  	
   

  	
  $16,666,666.67

  	
   

  	
  6.67%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WestLB AG, Toronto Branch

  	
   

  	
  WestLB AG, Toronto Branch

  	
   

  	
  WestLB AG, Toronto Branch

  	
   

  	
  $16,666,666.67

  	
   

  	
  3.33%

  	
   

  	
  $8,333,333.33

  	
   

  	
  3.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Societe Generale (Canada Branch)

  	
   

  	
  Societe Generale (Canada Branch)

  	
   

  	
  Societe Generale (New York Branch)

  	
   

  	
  $16,666,666.67

  	
   

  	
  3.33%

  	
   

  	
  $8,333,333.33

  	
   

  	
  3.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank USA, National Association

  	
   

  	
   

  	
   

  	
  HSBC Bank USA, National Association

  	
   

  	
  $16,666,666.67

  	
   

  	
  3.33%

  	
   

  	
  $8,333,333.33

  	
   

  	
  3.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KeyBank National Association

  	
   

  	
   

  	
   

  	
  KeyBank National Association

  	
   

  	
  $16,666,666.67

  	
   

  	
  3.33%

  	
   

  	
  $8,333,333.33

  	
   

  	
  3.33%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National City Bank

  	
   

  	
  National City Bank, Canada Branch

  	
   

  	
  National City Bank

  	
   

  	
  $16,666,666.67

  	
   

  	
  3.33%

  	
   

  	
  $8,333,333.33

  	
   

  	
  3.33%

  



 










 



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $500,000,000.00

  	
   

  	
  100%

  	
   

  	
  $250,000,000.00

  	
   

  	
  100%

  



 


 
















 


SCHEDULE 2.19


DESIGNATED
BORROWERS


Part
A.  U.S. Designated Borrowers


IPSCO Enterprises Inc.


IPSCO Finance GP


IPSCO Steel Inc.


IPSCO Steel (Alabama) Inc.


IPSCO Tubulars Inc.


NS Group, Inc.


Koppel Steel Corporation*


Newport Steel Corporation*


Erlanger Tubular
Corporation*


Part
B.  Canadian Designated Borrowers


IPSCO Saskatchewan Inc.


IPSCO Canada Inc.


IPSCO Recycling Inc.






* Effective
December 1, 2006, Koppel Steel Corporation will be renamed IPSCO Koppel
Tubulars Corporation, Newport Steel Corporation will be renamed IPSCO Tubulars
(Kentucky) Corporation and Erlanger Tubular Corporation will be renamed IPSCO
Tubulars (Oklahoma) Corporation.


 
















 


SCHEDULE 5.01


LOAN
PARTIES


	
  Ownership of
  Subsidiaries, and Classification as Loan Party to Credit Facility  (Country )

  
	
   

  	
   

  	
   

  
	
  Classification 

  	
   

  	
   

  



 


	
  Borrower/Guarantor 

  	
  Ownership 

  	
  Borrower / Designated Borrower 

  
	
   

  	
   

  	
   

  
	
  Canada 

  	
   

  	
   

  
	
  IPSCO Inc.

  	
   

  	
  Borrower

  
	
  IPSCO Recycling Inc.

  	
  IPSCO Inc. - 100 % 

  	
  Designated Borrower 

  
	
  IPSCO Saskatchewan Inc.

  	
  IPSCO Inc. - 100 % 

  	
  Designated Borrower 

  
	
  IPSCO Canada Inc.

  	
  IPSCO Inc. 100% 

  	
  Designated Borrower 

  
	
  IPSCO Finance (Canada)

  Corporation 

  	
  IPSCO Finance GP - 100 % 

  	
   

  
	
  IPSCO Investments (Canada) Company 

  	
  IPSCO Enterprises - 100 % common;

  IPSCO Saskatchewan - 100% preferred

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  US 

  	
   

  	
   

  
	
  IPSCO Enterprises Inc.

  	
  IPSCO Saskatchewan - 89 %,

  IPSCO Inc. - 11 % 

  	
  Designated Borrower 

  
	
  IPSCO Finance GP 

  	
  IPSCO Saskatchewan - 90 %,

  IPSCO Recycling - 10 % 

  	
  Designated Borrower 

  
	
  IPSCO Finance (US) Corporation LLC 

  	
  IPSCO Finance ( Canada)

  Corporation -100 % 

  	
   

  
	
  IPSCO Minnesota Inc. 

  	
  IPSCO Enterprises- 100 % 

  	
   

  
	
  IPSCO Texas Inc. 

  	
  IPSCO Minnesota - 100 % 

  	
   

  
	
  IPSCO Tubulars Inc. 

  	
  IPSCO Enterprises- 100 % 

  	
  Designated Borrower 

  
	
  IPSCO Preferred LLC 

  	
  IPSCO Investments ( Canada)

  Company -100 % 

  	
   

  
	
  IPSCO AFC Inc.

  	
  IPSCO Enterprises Inc.-100 % 

  	
   

  
	
  NS Group, Inc.

  	
  IPSCO AFC Inc -100 % 

  	
  Designated Borrower 

  
	
  Koppel Steel Corporation*

  	
  NS Group, Inc -100 % 

  	
  Designated Borrower 

  
	
  Newport Steel Corporation* 

  	
  NS Group, Inc -100 % 

  	
  Designated Borrower 

  
	
  Erlanger Tubular Corporation*

  	
  NS Group, Inc -100 % 

  	
  Designated Borrower 

  
	
  Northern Kentucky Management, Inc. 

  	
  NS Group, Inc -100 % 

  	
   

  
	
  UPOS GP, L.L.C.

  	
  NS Group, Inc -100 % 

  	
   

  
	
  UPOS, L.L.C.

  	
  NS Group, Inc -100 % 

  	
   

  
	
  Ultra Premium Oilfield Services Ltd. 

  	
  UPOS  L.L.C.- 99 %  UPOS

  GP LLC - 1% 

  	
   

  
	
  IPSCO Steel Inc.

  	
  IPSCO Enterprises- 100 % 

  	
  Designated Borrower 

  
	
  IPSCO Steel (Alabama) Inc.

  	
  IPSCO Enterprises- 100 % 

  	
  Designated Borrower 

  



 


* Effective
December 1, 2006, Koppel Steel Corporation will be renamed IPSCO Koppel
Tubulars Corporation, Newport Steel Corporation will be renamed IPSCO Tubulars
(Kentucky) Corporation and Erlanger Tubular Corporation will be renamed IPSCO
Tubulars (Oklahoma) Corporation.










 



 


	
  

  	
   

  	
   

  
	
  Non-Borrower/Non-Guarantor 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Blastech Mobile LLC 

  	
  IPSCO Steel (Alabama) Inc. - 50 %

  	
   

  
	
  Mitchell Island Co -Venture 

  	
  Western Steel Limited - 50 %  

  	
   

  
	
  GenAlta Recycling Inc.

  	
  General Scrap Partnership -50% 

  	
   

  
	
  Kar-Basher Manitoba Ltd.

  	
  New Gensubco Inc -50 %

  	
   

  
	
  King Crusher Inc.

  	
  New Gensubco Inc -50 %

  	
   

  
	
  General Scrap Partnership 

  	
  IPSCO Recycling Inc.- 100% 

  	
   

  
	
  New Gensubco Inc.

  	
  General Scrap Partnership -100 % 

  	
   

  
	
  Sametco Auto Inc. 

  	
  New Gensubco Inc -100 %

  	
   

  
	
  Genlandco Inc.

  	
  General Scrap Partnership -100 % 

  	
   

  
	
  Kar Basher  Alberta Ltd. 

  	
  New Gensubco Inc -100 %

  	
   

  
	
  IPSCO Sales Inc. (organized in Canada)

  	
  IPSCO Inc. 100% 

  	
   

  
	
  IPSCO Sales Inc. (organized in Delaware)

  	
  IPSCO Enterprises- 100 % 

  	
   

  
	
  IPSCO Direct Inc.

  	
  IPSCO Inc. 100% 

  	
   

  
	
  Western Steel Limited 

  	
  IPSCO Inc. 100% 

  	
   

  
	
  General Scrap Inc.

  	
  IPSCO Enterprises- 100 % 

  	
   

  
	
  IPSCO Construction Inc.

  	
  IPSCO Steel (Alabama) Inc - 100 %

  	
   

  
	
  Pacific Western Steel, Inc.

  	
  Western Steel Limited - 100 % 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 
















 


SCHEDULE 5.03


CERTAIN
AUTHORIZATIONS


1.               Application of the waiting period provisions
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976


2.               Target Shareholder Consent


 
















 


SCHEDULE 5.06


LITIGATION


None.


 
















 


SCHEDULE 5.08


ENVIRONMENTAL
MATTERS


There is a closed hazardous waste landfill at the Targets’s Wilder,
Kentucky facility that is being monitored pursuant to a post closure
permit.  This facility has been subject
to previous investigations and remediations under the Resource Conservation and
Recovery Act, 42 U.S.C. 6901, et seq. (RCRA). 
The Commonwealth of Kentucky has requested completion of a Facility
Investigation at the facility for potential arsenic contamination.  The Target has submitted a work plan for the
investigation.  The Commonwealth of
Kentucky has not yet approved the work plan and the investigation has not yet
begun.


 
















 


SCHEDULE 5.12


SUBSIDIARIES


Set out below are IPSCO Inc.’s subsidiaries, each of
which is wholly owned, and their jurisdictions of incorporation:


1.             IPSCO AFC Inc. (Delaware corporation)


2.             IPSCO Direct Inc. (Alberta corporation)


3.             IPSCO Canada Inc. (Canada corporation)


4.             IPSCO Construction Inc. (Alabama corporation)


5.             IPSCO Enterprises Inc. (Delaware corporation)


6.             IPSCO Finance (Canada) Corporation (Nova Scotia ULC)


7.             IPSCO Finance GP (Delaware general partnership)


8.             IPSCO Finance (US) Corporation LLC (Delaware limited
liability company)


9.             IPSCO Investments (Canada) Company (Nova Scotia ULC)


10.           IPSCO Minnesota Inc. (Delaware corporation)


11.           IPSCO Preferred LLC (Delaware limited liability company)


12.           IPSCO Recycling Inc. (Canada corporation)


13.           IPSCO Sales Inc. (Canada corporation)


14.           IPSCO Sales Inc. (Delaware corporation)


15.           IPSCO Saskatchewan Inc. (Canada corporation)


16.           IPSCO Steel Inc. (Delaware corporation)


17.           IPSCO Steel (Alabama) Inc. (Alabama corporation)


18.           IPSCO Texas Inc. (Delaware corporation)


19.           IPSCO Tubulars Inc. (Delaware corporation)


20.           General Scrap Partnership (Saskatchewan general
partnership)


21.           General Scrap Inc. (Delaware corporation)


22.           Genlandco Inc. (Manitoba corporation)


23.           Kar Basher of Alberta Ltd. (Manitoba)


24.           New Gensubco Inc. (Manitoba corporation)


25.           Pacific Western Steel, Inc. (Washington corporation)


26.           Sametco Auto Inc. (Canada corporation)


27.           Western Steel Limited (British Columbia corporation)


NS Group, Inc. entities


28.           NS Group, Inc. (Kentucky corporation)


29.           Erlanger Tubular Corporation (Oklahoma corporation)


30.           Koppel Steel Corporation (Pennsylvania corporation)


31.           Newport Steel Corporation (Kentucky corporation)


32.           Northern Kentucky Management, Inc. (Kentucky corporation)


33.           UPOS GP, L.L.C. (Kentucky limited liability company)


34.           UPOS, L.L.C. (Kentucky limited liability company)


35.           Ultra Premium Oilfield Services, Ltd. (Kentucky limited
partnership)


 
















 


SCHEDULE 7.02


OUTSTANDING DEBT


None.


 
















 


SCHEDULE 11.02


ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES


PARENT and other LOAN PARTIES:


IPSCO Inc.


650 Warrenville Road, Suite
500


Lisle, IL  60532


Attention:                                                         Michele
Klebuc-Simes, Assistant General Counsel


Telephone:                                                    (630)
810-4789


Telecopier:                            (630) 810-4602


Electronic Mail:    MKLEBUC@ipsco.com


Website Address:                                               www.ipsco.com


U.S.
Taxpayer Identification Number(s) of the Borrowers:


ADMINISTRATIVE AGENT:


Administrative Agent’s Office


(for payments and Requests for Credit Extensions in respect of the
Credit Facilities (other than the Canadian Revolving Credit Facility) and U.S.
Dollar Swing Line Lender):


Bank of America, N.A.


ONE INDEPENDENCE CENTER


101 N TRYON ST; NC1-001-04-39


CHARLOTTE NC 28255-0001


Attention:                                       Kenya D. Dawson


Telephone:                                704-386-5115


Telecopier:                                     704-683-9523


Electronic
Mail:  kenya.d.dawson@bankofamerica.com


U.S.
Dollar Payment Instructions:


Bank of America, N.A.


New York, NY


ABA# 026009593


Account #1366212250600


Attn.:                               Credit
Services Charlotte


Ref:
                                        IPSCO,
Inc.










 



(for  payments and Requests for Credit Extensions
in respect of the Canadian Revolving Credit Facility) and Canadian Swingline
Lender:


Bank of America, N.A. (Canada Branch)


SIMCOE PLACE


200 FRONT ST W; 102-604-27-15


TORONTO ON


CANADA M5V 3L2


Attention:                                         Domingo Braganza


Telephone:                                    416-349-5464


Telecopier:                                     416-349-4282


Electronic
Mail: domingo.braganza@bankofamerica.com


BANK
OF AMERICA N.A.(CANADA BRANCH )  PAYMENT
INSTRUCTIONS:


CANADIAN DOLLARS:                            Wire
payment of funds “DIRECT through “LVTS” to:


Bank
of America N.A.(Canada Branch)


200
Front Street West


Toronto,
Ontario


TRANSIT
#: 024156792,  Account #  90083255 


SWIFT
CODE:      BOFACATT


Reference:             IPSCO Attn: Loans Processing


U.S. DOLLARS:                                           Wire payment of funds to:


Bank
of America, N.A., New York


ABA#
026009593


335
Madison Avenue


New
York, N.Y. 10017


SWIFT
CODE: BOFAUS3N


For
the Account of: Bank of America N.A., (Canada Branch)


Account
#: 6550-2-01805


SWIFT
CODE:      BOFACATT


Reference:             IPSCO Attn: Loans Processing


Other
Notices as Administrative Agent:


Bank of America, N.A.


Agency Management


ONE INDEPENDENCE CENTER


101 N TRYON ST; NC1-001-15-14


CHARLOTTE NC 28255-0001


Attention:                                       Mollie S. Canup


Telephone:                                  704-387-5449


Telecopier:                                   704-409-0011


Electronic
Mail:  mollie.s.canup@bankofamerica.com










 



Other
Notices as Bank of America, as U.S. Lender:


Bank of America, N.A.


Portfolio Management


BANK OF AMERICA CORPORATE CENTER


100 N TRYON ST; NC1-007-13-06


CHARLOTTE NC 28255-0001


Attention:                                       W. Thomas (Tom) Barnett


Phone:                         704.387.1009


Telecopier:                                     704.409.0189


2nd Phone:                                704.236.6412


Electronic
Mail:  w.thomas.barnett@bankofamerica.com


Other
Notices as Bank of America, as Canadian Lender:


Bank of America, N.A. (Canada Branch)


Portfolio Management


SIMCOE PLACE


200 FRONT ST W; 102-604-27-03


TORONTO ON


CANADA M5V 3L2


Attention:                                       Nelson Lam


Phone:                       416.349.5496


Telecopier:                                     416.349.4282


Electronic
Mail:  nelson.lam@bankofamerica.com


Additional
Portfolio Management Contact:


Bank of America


PORTFOLIO MGT ADMINISTRATION


BANK OF AMERICA CORPORATE CENTER


100 N TRYON ST; NC1-007-13-06


CHARLOTTE NC 28255-0001


Attention:                                       Darleen Parmelee


Phone:                           704.388.5001


Telecopier:                                     704.409.0645


Electronic
Mail:  darleen.r.parmelee@bankofamerica.com


L/C
ISSUER:


Bank of America, N.A.


Trade Operations


1000 W. Temple Street; CA9-705-07-05


Los Angeles, CA 90012-1514


Attention:                                       Hermann J. Schutterle


Telephone:                                  213.481.7826


Telecopier:                                   213.580.8441


Electronic
Mail: 
hermann.schutterle@bankofamerica.com


 
















 


EXHIBIT A


FORM OF COMMITTED LOAN NOTICE


Date:  [___________, _____]


To:                              Bank of America, N.A., as Administrative
Agent


Ladies
and Gentlemen:


                Reference is made to that
certain credit agreement, dated as of December 1, 2006 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”;
the terms defined therein being used herein as therein defined), among IPSCO
Inc., a Canadian corporation, the Designated Borrowers and Guarantors from time
to time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


                The undersigned hereby requests
(select one):


	
  o
  A Borrowing of Loans

  	
  o
  A conversion or continuation of Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  On

  	
   

  	
   

  	
  (a Business Day).

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  In the amount of

  	
   

  	
   

  	
  .

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Composed of

  	
   

  	
  .

  	
   

  
	
   

  	
   

  	
  [Type of Loan
  requested]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  In the following currency:

  	
   

  	
  .

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  For Eurodollar Rate Loans: with an Interest Period
  of

  	
   

  	
   [week][month(s)].

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


                The Borrowing, if any, requested
herein complies with the provisos to the first sentence of Section 2.01(b)
or Section 2.01(c), as applicable, of the Agreement.


[IPSCO
INC.]


OR


[APPLICABLE
DESIGNATED BORROWER]


By:                                                                                                                          


Name:                                                                                                                     


Title:                                                                                                                       


 
















 


 


EXHIBIT B


FORM OF SWING LINE LOAN NOTICE


Date:  [___________, _____]


To:                              Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent


Ladies
and Gentlemen:


Reference is made to that
certain credit agreement, dated as of December 1, 2006 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as
therein defined), among IPSCO Inc., a Canadian corporation, the Designated
Borrowers and Guarantors from time to time party thereto, the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C
Issuer and Swing Line Lender.


The undersigned hereby
requests (select one):


o   A U.S. Swing Line Loan                                                                                                                                        o   A Canadian Swing Line Loan


1.             On _________________________
(a Business Day).


2.             In the amount of _____________________.


3.             For Canadian Swing Line Loans: in the following
currency: ________________.


The
Swing Line Borrowing requested herein complies with the requirements of the
provisos to the first sentence of Section 2.04.A(a) or Section 2.04.B(a),
as applicable, of the Agreement.


	
  

  	
  [IPSCO INC.]

  
	
   

  	
  OR

  
	
   

  	
  [APPLICABLE
  DESIGNATED BORROWER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 
















 


 


EXHIBIT C-1


FORM OF TERM NOTE


FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to [_____________________]
or its registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Term Loan (as hereinafter defined) from time to time
made by the Lender to the Borrower under that certain credit agreement, dated
as of December 1, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”;
the terms defined therein being used herein as therein defined), among IPSCO
Inc., the Designated Borrowers and Guarantors from time to time party thereto,
the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.


The Borrower promises to pay interest on the unpaid
principal amount of each Term Loan from the date of such Loan until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement.  All payments
of principal and interest shall be made to the Administrative Agent for the
account of the Lender in Dollars and in immediately available funds at the
applicable Administrative Agent’s Office. 
If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until
the date of actual payment (and before as well as after judgment) computed at
the per annum rate set forth in the Agreement.


This Note is one of the Term Notes referred to in the
Agreement, is entitled to the benefits thereof and may be prepaid in whole or
in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of
the Parent Guaranty and the Subsidiary Guaranty.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.  Term Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business.  The
Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Term Loans and payments with respect thereto.


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note.


 










 



 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


	
  

  	
  [IPSCO INC.]

  
	
   

  	
  OR

  
	
   

  	
  [APPLICABLE
  DESIGNATED BORROWER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 










 



 


LOANS AND PAYMENTS WITH RESPECT
THERETO


	
  Date

  	
   

  	
  Type of Loan

  Made

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 
















 


 


EXHIBIT C-2


FORM OF REVOLVING CREDIT NOTE


FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to [_____________________]
or its registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Credit Loan (as hereinafter defined) from
time to time made by the Lender to the Borrower under that certain credit
agreement, dated as of December 1, 2006 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as
therein defined), among IPSCO Inc., the Designated Borrowers and Guarantors
from time to time party thereto, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.


The Borrower promises to pay interest on the unpaid
principal amount of each Revolving Credit Loan from the date of such Loan until
such principal amount is paid in full, at such interest rates and at such times
as provided in the Agreement.  Except as
otherwise provided in Section 2.04.A(f)
or Section 2.04.B(f) of the Agreement with
respect to U.S. Swing Line Loans or Canadian Swing Line Loans, as the case may
be, all payments of principal and interest shall be made to the Administrative
Agent for the account of the Lender in the currency in which such Revolving
Credit Loan was denominated and in immediately available funds at the
applicable Administrative Agent’s Office. 
If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until
the date of actual payment (and before as well as after judgment) computed at
the per annum rate set forth in the Agreement.


This Note is one of the Revolving Credit Notes
referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided
therein.  This Note is also entitled to
the benefits of the Parent Guaranty and the Subsidiary Guaranty.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.  Revolving Credit Loans made by the Lender
shall be evidenced by one or more loan accounts or records maintained by the
Lender in the ordinary course of business. 
The Lender may also attach schedules to this Note and endorse thereon
the date, amount, currency and maturity of its Revolving Credit Loans and
payments with respect thereto.


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note.










 



 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


	
  

  	
  [IPSCO INC.]

  
	
   

  	
  OR

  
	
   

  	
  [APPLICABLE
  DESIGNATED BORROWER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 










 



 


LOANS AND PAYMENTS WITH RESPECT
THERETO


	
  Date

  	
   

  	
  Type of Loan

  Made

  	
   

  	
  Currency

  and Amount

  of Loan

  Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest Paid

  This Date

  	
   

  	
  Outstanding

  Principal

  Balance This

  Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 
















 


 


EXHIBIT D


FORM OF COMPLIANCE CERTIFICATE


Financial Statement Date: [___________, ____]


To:                              Bank of America, N.A., as Administrative
Agent


Ladies
and Gentlemen:


Reference is made to that
certain credit agreement, dated as of December 1, 2006 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”;
the terms defined therein being used herein as therein defined), among IPSCO
Inc., a Canadian corporation (the “Company”), the Designated Borrowers
and Guarantors from time to time party thereto, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer
and Swing Line Lender.


The undersigned hereby
certifies as of the date hereof that he/she is the _____________________________
of the Company, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Company, and
that:


[Use following paragraph 1 for fiscal year-end financial statements]


1.             Attached hereto as Schedule 1 are the year-end
audited financial statements required by Section 6.01(a) of the
Agreement for the fiscal year of the Company ended as of the above date,
together with the report and opinion of an independent certified public
accountant required by such section.


[Use following paragraph 1
for fiscal quarter-end financial statements]


1.             Attached hereto as Schedule 1 are the unaudited
financial statements required by Section 6.01(b) of the Agreement
for the fiscal quarter of the Company ended as of the above date.  Such financial statements fairly present the
financial condition, results of operations and cash flows of the Company and
its Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.


2.             The undersigned has reviewed and is familiar with the
terms of the Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or
otherwise) of the Company during the accounting period covered by the attached
financial statements.


3.             A review of the activities of the Company during such
fiscal period has been made under the supervision of the undersigned with a
view to determining whether during such fiscal period the Company performed and
observed all its Obligations under the Loan Documents, and


[select one:]


[to the best knowledge of
the undersigned during such fiscal period, the Company performed and observed
each covenant and condition of the Loan Documents applicable to it, and no
Default has occurred and is continuing.]


—or—


 










 



 


[the following covenants
or conditions have not been performed or observed and the following is a list
of each such Default and its nature and status:]


4.             The representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Agreement, which shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01 of the Agreement, including
the statements in connection with which this Compliance Certificate is
delivered, are true and correct in all material respects.


5.             The financial covenant analyses and information set
forth on Schedule 2 and Schedule 3 attached hereto are true and
accurate on and as of the date of this Certificate.


IN WITNESS WHEREOF, the undersigned has executed this Certificate as of [____________,
______].


	
  

  	
  IPSCO INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 










 



 


For the Quarter/Year ended
[_____________, _____] (“Statement Date”)


SCHEDULE 2

to the Compliance
Certificate

($ in 000’s)


	
  I.

  	
  Section
  7.11 (a) — Consolidated Interest Coverage Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
  Consolidated EBITDA for
  four consecutive fiscal quarters ending on above date (the “Measurement
  Period”):

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Consolidated
  Net Income for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Consolidated
  Interest Charges for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Income
  Tax Expense for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Amounts
  in respect non-cash expenses, depreciation and amortization for the
  Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Gains
  or losses attributable to the sale, conversion or other Disposition of assets
  outside the ordinary course of business for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Gains
  resulting from the write-up of assets or losses resulting from the write-down
  of assets for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  Non-cash
  gains, non-cash losses or other non-cash amounts that were included in such
  Consolidated Net Income for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  Gains
  or losses on the repurchase or redemption of any securities (including in
  connection with the early retirement or defeasance of any Indebtedness) for
  the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  Other
  extraordinary or non-recurring items for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
  Consolidated EBITDA

  (Lines I.A.1 + 2 + 3 + 4 +/-5 +/-6 +/-7 +/-8 +/-9):

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Consolidated
  Interest Charges for the Measurement Period:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Consolidated
  Interest Coverage Ratio

  (Line I.A.10  ̧ Line I.B):

  	
   

  	
  __ to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum required: 2.00:1.00

  	
   

  	
   

  	
   

  
							



 


 










 



 


	
  II.

  	
  Section 7.11 (b) — Consolidated Indebtedness to
  Capitalization Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
  A.

  	
   

  	
  Consolidated Funded Indebtedness at Statement
  Date:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Consolidated Shareholders’ Equity at Statement
  Date:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Consolidated Capitalization at Statement Date

  (Line II.A + Line II.B):

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Consolidated Indebtedness to Capitalization Ratio

  (Line II.A  ̧ Line II.D):

  	
   

  	
  __ to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maximum permitted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  So long as the Debt Rating of the Company is at least BBB- and Baa3
  from S&P and Moody’s, respectively, in each case with at least stable
  outlook, greater than 0.60:1.00 and (ii) if at any time the Debt Rating of
  the Parent is lower than as set forth in the preceding clause (i), greater
  than the ratio set forth below opposite such Measurement Period:

  	
   

  



 




	
  Four Fiscal Quarters Ending

  	
   

  	
   

  	
   

  	
  Maximum Consolidated

  Indebtedness to 

  Capitalization Ratio

  	
   

  
	
  March 31, 2007
  through December 31, 2007

  	
   

  	
  0.60:1.00

  	
   

  
	
  March 31, 2008
  through December 31, 2008

  	
   

  	
  0.55:1.00

  	
   

  
	
  March 31, 2009
  through December 31, 2009

  	
   

  	
  0.50:1.00

  	
   

  
	
  March 31, 2010 and each
  fiscal quarter thereafter

  	
   

  	
  0.45:1.00

  	
   

  






 










 



 


For the Quarter/Year ended [___________, _____] (“Statement Date”)


SCHEDULE 3

to the Compliance
Certificate

($ in 000’s)


Consolidated EBITDA

(in accordance with
the definition of Consolidated EBITDA

as set forth in the Agreement)


	
  Consolidated

  EBITDA

  	
   

  	
   

  	
   

  	
  Quarter

  Ended

  __________

  	
   

  	
  Quarter

  Ended

  __________

  	
   

  	
  Quarter

  Ended

  __________

  	
   

  	
  Quarter

  Ended

  __________

  	
   

  	
  Twelve 

  Months

  Ended

  __________

  	
   

  
	
  Consolidated Net
  Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +Consolidated
  Interest Charges

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +Income Tax
  Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +amounts in
  respect non-cash expenses, depreciation and amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +/- gains or
  losses attributable to the sale, conversion or other Disposition of assets
  outside the ordinary course of business

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +/- gains
  resulting from the write-up of assets or losses resulting from the write-down
  of assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +/- non-cash
  gains, non-cash losses or other non-cash amounts that were included in
  Consolidated Net Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +/- gains or
  losses on the repurchase or redemption of any securities (including in connection
  with the early retirement or defeasance of any Indebtedness)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  +/- other
  extraordinary or non-recurring items

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  =Consolidated EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 
















 


 


EXHIBIT E


ASSIGNMENT AND ASSUMPTION


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee.  The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


For an agreed consideration, [the][each] Assignor
hereby irrevocably sells and assigns to [the Assignee][the respective
Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes
from [the Assignor][the respective Assignors], subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i)
all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount[s] and percentage[s] interest
identified below of all of such outstanding rights and obligations of [the
Assignor][the respective Assignors] under the respective facilities identified
below (including, without limitation, the Letters of Credit and the Swing Line
Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a [insert type of Lender] and,
otherwise, as Lender)][the respective Assignors (in their respective capacities
as [insert type of Lender] and, otherwise, as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to
[the][any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.


 


 






1 For bracketed language here and elsewhere
in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. 
If the assignment is from multiple Assignors, choose the second
bracketed language.


2 For bracketed language here and elsewhere
in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. 
If the assignment is to multiple Assignees, choose the second bracketed
language.


3 Select as appropriate.


4 Include bracketed language if there are
either multiple Assignors or multiple Assignees.


 










 



 


1.             Assignor[s]:          ______________________________


______________________________


2.                                       Assignee[s]:         ______________________________


______________________________


[for
each Assignee, indicate [identify Lender]
or [Affiliate][Approved Fund] of [identify Lender]]


3.             Borrower(s):   ______________________________


4.                                       Administrative Agent:   Bank of America, N.A., as the
Administrative Agent under the Credit Agreement


5.                                       Credit Agreement:   Credit Agreement, dated as of
December 1, 2006 among IPSCO Inc., the Designated Borrowers and Guarantors from
time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer, and Swing Line Lender.


6.             Assigned Interest[s]:


	
  Assignor[s]

  	
   

  	
  Assignee[s]

  	
   

  	
  Facility

  Assigned5

  	
   

  	
  Aggregate

  Amount of

  Commitment/

  Loans for

  all Lenders6

  	
   

  	
  Amount of

  Commitment/

  Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment/

  Loans7

  	
   

  	
  CUSIP

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
               

  	
   

  	
  $

  	
               

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
               

  	
   

  	
  $

  	
               

  	
   

  	
  %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
               

  	
   

  	
  $

  	
               

  	
   

  	
  %

  	
   

  	
   

  	
   

  



[7.            Trade Date:   __________________]8


 


 






5 Fill in the appropriate terminology for
the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan
Commitment”, etc.).


6 Amounts in this column and in the column
immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.


7 Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.


8 To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.










 



 


Effective
Date: [____________, _____] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


The terms set
forth in this Assignment and Assumption are hereby agreed to:


	
  

  	
  ASSIGNOR

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


	
  [Consented to and]9 Accepted:

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as

  	
   

  
	
     Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  







9 To be added only if the consent of the
Administrative Agent is required pursuant to Section 11.06(b)(i)(B),
Section 11.06(b)(iii)(B) and/or Section 11.06(b)(iii)(D) of the Credit
Agreement.










 



 


	
  [Consented to:10

  	
   

  
	
   

  	
   

  	
   

  
	
  IPSO INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  [Consented to:11

  	
   

  
	
   

  	
   

  	
   

  
	
  [L/C ISSUER]

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  [Consented to:12

  	
   

  
	
   

  	
   

  	
   

  
	
  [SWING LINE LENDER]

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  







10 To be added only if the consent of the
Administrative Agent is required pursuant to Section 11.06(b)(i)(B), Section
11.06(b)(iii)(B) and/or Section 11.06(b)(iii)(D) of the Credit Agreement.


11 To be added only if the consent of the
Administrative Agent is required pursuant to Section 11.06(b)(i)(B), Section
11.06(b)(iii)(B) and/or Section 11.06(b)(iii)(D) of the Credit Agreement.


12 To be added only if the consent of the
Administrative Agent is required pursuant to Section 11.06(b)(i)(B), Section
11.06(b)(iii)(B) and/or Section 11.06(b)(iii)(D) of the Credit Agreement.


 










 



 


ANNEX 1 TO ASSIGNMENT AND
ASSUMPTION


STANDARD TERMS AND
CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


1.         Representations
and Warranties.


1.1.      Assignor.  [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][[the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrowers, any of
its Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document or (iv) the performance or observance by the Borrowers, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


1.2.      Assignee.  [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements of an Eligible Assignee
under Section 11.06(b) of the Credit Agreement (subject to such
consents, if any, as may be required under Section 11.06(b)(i)(B)
or Section 11.06(b)(iii) of the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a [insert type of Lender] and, otherwise, as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the
obligations of a [insert type of Lender] and, otherwise, as a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the
type represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received
a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 6.01 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached
hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance
upon the Administrative Agent, [the][any] Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


2.         Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to
[the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have
accrued from and after the Effective Date.


 










 



 


3.         General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York.


 
















 


 


EXHIBIT F


FORM OF SUBSIDIARY GUARANTY


[To
be provided]


 
















 


 


EXHIBIT G-1


FORM OF OPINION - U.S. COUNSEL
TO THE LOAN PARTIES


 
















 


 


EXHIBIT G-2


FORM OF OPINION - CANADIAN
COUNSEL TO THE LOAN PARTIES


 
















 


 


EXHIBIT G-3


FORM OF OPINION - GENERAL
COUNSEL TO THE PARENT


 
















 


EXHIBIT H


FORM OF NOTICE OF DRAWING


Date:  [___________, _____]


To:                              Bank of America, N.A., as Administrative
Agent


Ladies
and Gentlemen:


Reference is made to that certain credit agreement,
dated as of December 1, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; the
terms defined therein being used herein as therein defined), among IPSCO Inc.,
a Canadian corporation, the Designated Borrowers and Guarantors from time to
time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned hereby requests a Drawing:


	
  1.

  	
   

  	
  On

  	
   

  	
   

  	
  (a Business Day).

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  The aggregate Face Amount of the Bankers’
  Acceptances and/or BA EquivalentAdvance is: C$.

  	
   

  	
  .

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  The BA Maturity Date is 

  	
   

  	
  .

  
										



 


The Drawing requested herein complies with the
provisos to the first sentence of Section 2.01(c) of the Agreement.


	
  

  	
  [IPSCO INC.]

  
	
   

  	
  OR

  
	
   

  	
  [APPLICABLE DESIGNATED BORROWER]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


 


EXHIBIT I


FORM OF DESIGNATED BORROWER

REQUEST AND ASSUMPTION AGREEMENT


Date:  [________, _____]


To:          Bank
of America, N.A., as Administrative Agent


Ladies and Gentlemen:


This Designated Borrower
Request and Assumption Agreement is made and delivered pursuant to Section 2.19(b)
of that certain credit agreement, dated as of December 1, 2006 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement”), among IPSCO Inc., a Canadian corporation
(the “Company”), the Designated Borrowers and Guarantors from time to
time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and
reference is made thereto for full particulars of the matters described
therein.  All capitalized terms used in
this Designated Borrower Request and Assumption Agreement and not otherwise
defined herein shall have the meanings assigned to them in the Credit
Agreement.


Each of [____________] (the “Designated
Borrower”) and the Company hereby confirms, represents and warrants to the
Administrative Agent and the Lenders that the Designated Borrower is a
Subsidiary of the Company.


The documents required to be
delivered to the Administrative Agent under Section 2.19 of the
Credit Agreement will be furnished to the Administrative Agent in accordance
with the requirements of the Credit Agreement.


Complete if the Designated Borrower is a Domestic Subsidiary:  The
true and correct U.S. taxpayer identification number of the Designated
Subsidiary is _____________.


Complete if the Designated Borrower is a Foreign Subsidiary:  The
true and correct unique identification number that has been issued to the
Designated Borrower by its jurisdiction of organization and the name of such
jurisdiction are set forth below:




	
  Identification Number

  	
   

  	
  Jurisdiction
  of Organization

  
	
   

  	
   

  	
   

  






 


The parties hereto hereby
confirm that with effect from the date hereof, the Designated Borrower shall
have obligations, duties and liabilities toward each of the other parties to
the Credit Agreement identical to those which the Designated Borrower would
have had if the Designated Borrower had been an original party to the Credit
Agreement as a Borrower.  The Designated
Borrower confirms its acceptance of, and consents to, all representations and
warranties, covenants, and other terms and provisions of the Credit Agreement.


The parties hereto hereby
request that the Designated Borrower be entitled to receive Loans under the
Credit Agreement, and understand, acknowledge and agree that neither the
Designated Borrower nor the Company on its behalf shall have any right to
request any Loans for its account unless and until the 


 










 



 


effective date designated by the
Administrative Agent in a Designated Borrower Notice delivered to the Company
and the Lenders pursuant to Section 2.19(b) of the Credit
Agreement.


This Designated Borrower
Request and Assumption Agreement shall constitute a Loan Document under the
Credit Agreement.


THIS DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, the parties hereto have caused this
Designated Borrower Request and Assumption Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.


	
  

  	
  [DESIGNATED
  BORROWER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IPSCO INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  
				



 
















 


EXHIBIT J


FORM OF DESIGNATED BORROWER
NOTICE


Date: [___________, ____]


To:          IPSCO Inc.


                The Lenders party to the Credit Agreement referred to
below


Ladies and Gentlemen:


This Designated Borrower Notice is made and delivered pursuant to Section 2.19(b)
of that certain credit agreement, dated as of December 1, 2006 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement”;), among IPSCO Inc., a Canadian corporation
(the “Company”), the Designated Borrowers and Guarantors from time to
time party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender, and reference is made thereto for full particulars of the matters described
therein.  All capitalized terms used in
this Designated Borrower Notice and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.


The Administrative Agent hereby notifies Company and the Lenders that
effective as of the date hereof [________________] shall be a Designated
Borrower and may receive Loans for its account on the terms and conditions set
forth in the Credit Agreement.


This Designated Borrower Notice shall constitute a
Loan Document under the Credit Agreement.


	
  

  	
  BANK OF AMERICA, N.A.,

  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: