Exhibit 10.25
  EXECUTION COPY
 


[Published
CUSIP Number: ____]


U.S. $350,000,000


BRIDGE LOAN AGREEMENT


Dated as of December 1, 2006


among


IPSCO Finance GP,

as Borrower,


IPSCO Inc.,

as Parent,


The Guarantors Party Hereto,


BANK OF AMERICA, N.A. (CANADA BRANCH),


as Administrative Agent,


and


The Other Lenders Party Hereto


BANC OF AMERICA SECURITIES LLC and J.P. MORGAN
SECURITIES INC.,


as Joint Lead Arrangers and Joint Bookrunning
Managers


 



   
 















TABLE
OF CONTENTS


	
  Section

  



Table of Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS AND
  ACCOUNTING TERMS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  	
   

  
	
  1.02

  	
   

  	
  Other Interpretive
  Provisions

  	
   

  	
  20

  	
   

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  20

  	
   

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  21

  	
   

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE COMMITMENTS
  AND LOANS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  The Loans

  	
   

  	
  21

  	
   

  
	
  2.02

  	
   

  	
  Borrowing, Conversions
  and Continuations of Loans

  	
   

  	
  21

  	
   

  
	
  2.03

  	
   

  	
  Repayment of Loans

  	
   

  	
  22

  	
   

  
	
  2.04

  	
   

  	
  Prepayments of Loans

  	
   

  	
  22

  	
   

  
	
  2.05

  	
   

  	
  Interest

  	
   

  	
  23

  	
   

  
	
  2.06

  	
   

  	
  Fees

  	
   

  	
  23

  	
   

  
	
  2.07

  	
   

  	
  Computation of Interest
  and Fees

  	
   

  	
  23

  	
   

  
	
  2.08

  	
   

  	
  Evidence of
  Indebtedness

  	
   

  	
  24

  	
   

  
	
  2.09

  	
   

  	
  Payments Generally;
  Administrative Agent’s Clawback

  	
   

  	
  24

  	
   

  
	
  2.10

  	
   

  	
  Sharing of Payments by
  Lenders

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  26

  	
   

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  27

  	
   

  
	
  3.03

  	
   

  	
  Inability to Determine
  Rates

  	
   

  	
  28

  	
   

  
	
  3.04

  	
   

  	
  Increased Costs

  	
   

  	
  28

  	
   

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  29

  	
   

  
	
  3.06

  	
   

  	
  Mitigation Obligations;
  Replacement of Lenders

  	
   

  	
  29

  	
   

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS
  PRECEDENT TO THE BORROWING

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions to the
  Borrowing

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










 



 


	
  

  	
   

  	
  ARTICLE V

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence,
  Qualification and Power; Compliance with Laws

  	
   

  	
  33

  	
   

  
	
  5.02

  	
   

  	
  Authorization; No
  Contravention

  	
   

  	
  33

  	
   

  
	
  5.03

  	
   

  	
  Governmental
  Authorization; Other Consents

  	
   

  	
  33

  	
   

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  34

  	
   

  
	
  5.05

  	
   

  	
  Financial Statements;
  No Material Adverse Effect

  	
   

  	
  34

  	
   

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  34

  	
   

  
	
  5.07

  	
   

  	
  Ownership of Property

  	
   

  	
  34

  	
   

  
	
  5.08

  	
   

  	
  Environmental
  Compliance

  	
   

  	
  34

  	
   

  
	
  5.09

  	
   

  	
  Insurance

  	
   

  	
  35

  	
   

  
	
  5.10

  	
   

  	
  Taxes

  	
   

  	
  35

  	
   

  
	
  5.11

  	
   

  	
  Pension Legislation
  Compliance

  	
   

  	
  35

  	
   

  
	
  5.12

  	
   

  	
  Subsidiaries; Equity
  Interests; Loan Parties

  	
   

  	
  36

  	
   

  
	
  5.13

  	
   

  	
  Margin Regulations;
  Investment Company Act

  	
   

  	
  36

  	
   

  
	
  5.14

  	
   

  	
  Disclosure

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  37

  	
   

  
	
  6.02

  	
   

  	
  Certificates; Other
  Information

  	
   

  	
  37

  	
   

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  39

  	
   

  
	
  6.04

  	
   

  	
  Payment of Taxes

  	
   

  	
  39

  	
   

  
	
  6.05

  	
   

  	
  Preservation of Existence,
  Etc.

  	
   

  	
  39

  	
   

  
	
  6.06

  	
   

  	
  Maintenance of
  Insurance

  	
   

  	
  39

  	
   

  
	
  6.07

  	
   

  	
  Compliance with Laws

  	
   

  	
  39

  	
   

  
	
  6.08

  	
   

  	
  Books and Records

  	
   

  	
  40

  	
   

  
	
  6.09

  	
   

  	
  Inspection Rights

  	
   

  	
  40

  	
   

  
	
  6.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  40

  	
   

  
	
  6.11

  	
   

  	
  Covenant to Guarantee
  Obligations

  	
   

  	
  40

  	
   

  
	
  6.12

  	
   

  	
  Compliance with
  Environmental Laws

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  41

  	
   

  
	
  7.02

  	
   

  	
  Indebtedness

  	
   

  	
  43

  	
   

  
	
  7.03

  	
   

  	
  Investments

  	
   

  	
  44

  	
   

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  46

  	
   

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  47

  	
   

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  48

  	
   

  
	
  7.07

  	
   

  	
  Change in Nature of
  Business

  	
   

  	
  49

  	
   

  
	
  7.08

  	
   

  	
  Transactions with
  Affiliates

  	
   

  	
  49

  	
   

  
	
  7.09

  	
   

  	
  Burdensome Agreements.

  	
   

  	
  49

  	
   

  
	
  7.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  49

  	
   

  



 



 ii
 






 



 


	
  7.11

  	
   

  	
  Financial Covenants

  	
   

  	
  49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EVENTS OF
  DEFAULT AND REMEDIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  50

  	
   

  
	
  8.02

  	
   

  	
  Remedies upon Event of
  Default

  	
   

  	
  52

  	
   

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATIVE
  AGENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and
  Authority

  	
   

  	
  53

  	
   

  
	
  9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  53

  	
   

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  53

  	
   

  
	
  9.04

  	
   

  	
  Reliance by
  Administrative Agent

  	
   

  	
  54

  	
   

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  54

  	
   

  
	
  9.06

  	
   

  	
  Resignation of
  Administrative Agent

  	
   

  	
  54

  	
   

  
	
  9.07

  	
   

  	
  Non-Reliance on
  Administrative Agent and Other Lenders

  	
   

  	
  55

  	
   

  
	
  9.08

  	
   

  	
  No Other Duties, Etc.

  	
   

  	
  55

  	
   

  
	
  9.09

  	
   

  	
  Guaranty Matters

  	
   

  	
  55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTINUING
  GUARANTY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Parent Guaranty

  	
   

  	
  55

  	
   

  
	
  10.02

  	
   

  	
  Rights of Lenders

  	
   

  	
  56

  	
   

  
	
  10.03

  	
   

  	
  Certain Waivers

  	
   

  	
  56

  	
   

  
	
  10.04

  	
   

  	
  Obligations Independent

  	
   

  	
  57

  	
   

  
	
  10.05

  	
   

  	
  Subrogation

  	
   

  	
  57

  	
   

  
	
  10.06

  	
   

  	
  Termination;
  Reinstatement

  	
   

  	
  57

  	
   

  
	
  10.07

  	
   

  	
  Stay
  of Acceleration

  	
   

  	
  57

  	
   

  
	
  10.08

  	
   

  	
  Condition of Borrower

  	
   

  	
  57

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XI

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  58

  	
   

  
	
  11.02

  	
   

  	
  Notices and Other
  Communications; Facsimile Copies

  	
   

  	
  58

  	
   

  
	
  11.03

  	
   

  	
  No Waiver; Cumulative
  Remedies

  	
   

  	
  60

  	
   

  
	
  11.04

  	
   

  	
  Expenses; Indemnity;
  Damage Waiver

  	
   

  	
  60

  	
   

  
	
  11.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  62

  	
   

  
	
  11.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  62

  	
   

  
	
  11.07

  	
   

  	
  Treatment of Certain
  Information; Confidentiality

  	
   

  	
  65

  	
   

  
	
  11.08

  	
   

  	
  Right of Setoff.

  	
   

  	
  66

  	
   

  
	
  11.09

  	
   

  	
  Interest Rate
  Limitation

  	
   

  	
  66

  	
   

  
	
  11.10

  	
   

  	
  Counterparts;
  Integration; Effectiveness

  	
   

  	
  67

  	
   

  
	
  11.11

  	
   

  	
  Survival of
  Representations and Warranties

  	
   

  	
  67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 iii
 






 



 


	
  11.12

  	
   

  	
  Severability

  	
   

  	
  67

  	
   

  
	
  11.13

  	
   

  	
  Replacement of Lenders

  	
   

  	
  67

  	
   

  
	
  11.14

  	
   

  	
  GOVERNING LAW;
  JURISDICTION; ETC.

  	
   

  	
  68

  	
   

  
	
  11.15

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  68

  	
   

  
	
  11.16

  	
   

  	
  No Advisory or
  Fiduciary Responsibility

  	
   

  	
  69

  	
   

  
	
  11.17

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  69

  	
   

  
	
  11.18

  	
   

  	
  Time of the Essence

  	
   

  	
  70

  	
   

  
	
  11.19

  	
   

  	
  Judgment Currency

  	
   

  	
  70

  	
   

  
	
  11.20

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  70

  	
   

  



 



 iv
 






 



 


	
  SCHEDULES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  2.01

  	
   

  	
  Commitments

  	
   

  
	
   

  	
   

  	
  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

  	
   

  	
  Note

  	
   

  
	
   

  	
   

  	
  C

  	
   

  	
  Compliance Certificate

  	
   

  
	
   

  	
   

  	
  D

  	
   

  	
  Assignment and
  Assumption

  	
   

  
	
   

  	
   

  	
  E

  	
   

  	
  Subsidiary Guaranty

  	
   

  
	
   

  	
   

  	
  F-1

  	
   

  	
  Opinion Matters — U.S.
  Counsel to Loan Parties

  	
   

  
	
   

  	
   

  	
  F-2

  	
   

  	
  Opinion Matters —
  Canadian Counsel to Loan Parties

  	
   

  
	
   

  	
   

  	
  F-3

  	
   

  	
  Opinion Matters — General Counsel to the Parent

  	
   

  



 



 v















CREDIT AGREEMENT


This BRIDGE LOAN AGREEMENT (“Agreement”) is entered into as of
December 1, 2006 among IPSCO INC., a public Canadian corporation (the “Parent”),
IPSCO Finance GP, a Delaware general partnership, as borrower (the “Borrower”),
the Guarantors (as hereinafter defined), each lender from time to time party
hereto (collectively, the “Lenders” and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent.


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 Borrower has requested that concurrently with the consummation of
the Merger, the Lenders lend to the Borrower up to U.S. $350,000,000 under the
Facility (as hereinafter defined), the proceeds of which shall be used to
finance the Merger and to refinance certain Indebtedness, including refinancing
or replacing outstanding letters of credit, of the Parent and Target and to pay
transaction fees and expenses.


The Lenders have indicated their willingness to lend such amounts 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, acting through its 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 Borrower 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 Percentage” means, with respect
to any Lender at any time, the percentage (carried out to the ninth decimal
place) of the Facility represented by (a) on or prior to the Closing Date,
such Lender’s Commitment at such time and (b) thereafter, the principal
amount of such Lender’s Loans at such time. 
The initial Applicable Percentage of each Lender in respect of the
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:




	
  Pricing Level

  	
   

  	
  Debt Rating

  (S&P/Moody’s)

  	
   

  	
  Margin for

  Eurodollar

  Rate Loans

  	
   

  	
  Margin for

  U.S. Base

  Rate Loans

  	
   

  
	
  1

  	
   

  	
  ≥ BBB / Baa2

  	
   

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  BBB- / Baa

  	
  3

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  BB+ / Ba

  	
  1

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  BB / Ba2

  	
   

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  
	
  5

  	
   

  	
  < BB / Ba2

  	
   

  	
  1.750

  	
  %

  	
  0.750

  	
  %

  






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.


“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.


“Arrangers” means Banc of America
Securities LLC and J.P. Morgan Securities Inc., in their capacities as joint
lead arrangers and joint bookrunning managers.


“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.


“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
D 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.



 2
 






 



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


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


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


“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 and in Toronto, Canada; 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.


“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 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 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 



 3
 






 



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 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.


“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.


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


“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;


(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 



 4
 






 



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.


“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.



 5
 






 



“Commitment” means, as to each Lender,
its obligation to make Loans to the Borrower pursuant to Section 2.01 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 “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.


“Committed Loan Notice” means a notice
of  (a) the Borrowing, (b) a conversion
of Loans from one Type to the other, or (c) 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 C.


“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 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 



 6
 






 



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



 7
 






 



“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.


“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 the Loans, an interest rate equal to (i) the
U.S. Base Rate plus (ii) the Applicable Rate, if any, applicable to U.S.
Base Rate Loans plus (iii) 2% per annum; and (b) when used with respect
to the Loans, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to the Loans, plus
2% per annum.


“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.


“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, and
(ii) unless an Event of Default has occurred and is continuing, the Parent
(each such approval not to be unreasonably withheld or delayed and may not be
withheld on the basis that the Borrower would be required to make indemnity
payments under Section 3.01(c)); provided that notwithstanding the
foregoing, “Eligible Assignee” (x) shall not include the Parent or any of the
Parent’s Affiliates or 



 8
 






 



Subsidiaries
and (y), except during the continuation of an Event of Default under Section
8.01(a), (b) (as a result of a breach of Section 7.11), (f)
or (g), a Person that is not a Canadian Resident other than a U.S.
Resident.


“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.



 9













 


“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 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 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 Facility 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 or any other recipient of any payment to be
made by or on account of any obligation of the 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 



 10
 






 



institutions
as bookmanagers and other agents party thereto and the lenders party thereto.


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


“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 November 30, 2006, among the Parent, the Administrative Agent
and the Arrangers.


“Foreign Lender” means, with respect to
the Borrower, any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United
States, each State thereof and the District of Columbia 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 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 



 11
 






 



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;


(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 



 12
 






 



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 U.S. Base Rate Loan, the last Business Day of
each March, June, September and December and the Maturity Date.


“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 Facility, one week, nine months or twelve months
thereafter, as selected by the 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 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).


“IRS” means the United States Internal
Revenue Service.


“Laws” means, collectively, all
international, foreign, federal, state, provincial, territorial and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial 



 13
 






 



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.


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


“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.


“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 advance made by any
Lender under the Facility.


“Loan Documents” means, collectively,
(a) this Agreement, (b) each Note, (c) the Parent Guaranty, (d) the
Subsidiary Guaranty; and (e) the Fee Letter.


“Loan Parties” means, collectively, the
Borrower 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 the date that is
364 days following the Closing Date.


“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 



 14
 






 



the
Borrower and the Administrative Agent.


“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, (a) means,
with respect to the sale or issuance of any Equity Interest by the Parent (but
excluding any sale or issuance of Equity Interests in connection with the
exercise of any stock options or pursuant to any employee benefit plan and
other issuances of Equity Interests aggregating less than $50,000,000 from and
after the Closing Date), the excess of (i) the sum of the cash and Cash
Equivalents received in connection with such transaction over (ii) the
underwriting discounts and commissions, and other out-of-pocket expenses,
incurred by the Parent in connection therewith, and (b) with respect to the incurrence
or issuance of any syndicated bank facility or issuance of debt securities
(whether through a registered public offering or a private placement for resale
pursuant to Rule 144A), the excess of (i) the sum of the cash and Cash
Equivalents received in connection with such transaction over (ii) the
underwriting discounts, fees and commissions, and other out-of-pocket expenses,
incurred by the issuer in connection therewith.


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


“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.



 15
 






 



“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.


“Overnight Rate” means, for any day, the
greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation.


“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 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.



 16
 






 



“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.


“Required Lenders” means, as of any date of
determination, Lenders holding more than 50% of the aggregate principal amount
of the Loans outstanding on such date.


“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.


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


“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 Credit Agreement” means the senior
credit agreement entered into as of the date hereof among the Parent and
certain of its subsidiaries, as borrowers, the guarantors party thereto, Bank
of America, N.A., as administrative agent, and the lenders from time to time
parties thereto, as the same may be amended from time to time.


“Senior Credit Facilities” means the credit
facilities provided for under the terms of the Senior Credit Agreement.


“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.



 17













 


“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).


“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
and the Lenders, substantially in the form of Exhibit E, 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).


“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 



 18
 






 



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.


“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.


“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 U.S. Base Rate Loan or Eurodollar Rate 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.


“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 as established
from time to time by Bank of America as its “prime rate” for borrowings in
Dollars made in Canada.  The 



 19
 






 



“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.


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


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


“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. Resident” means, at any time, a Person who at that time is
a resident of the United States for the purposes of the Canada- United States
Tax Convention (1980).


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 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 



 20
 






 



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 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).


ARTICLE II

THE COMMITMENTS AND LOANS


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


2.02         Borrowing,
Conversions and Continuations of Loans. 
(a)  The Borrowing, each  conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
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 12:00 Noon (i) three
Business Days prior to the requested date of the Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to U.S. Base Rate Loans, and (ii) on the requested date of any Borrowing
of U.S. Base Rate Loans; provided, however, that if the 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 12:00 Noon four Business Days prior to the requested
date of such Borrowing, conversion or continuation, whereupon the
Administrative Agent shall 



 21
 






 



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 12:00 Noon, 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 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 the 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 the Borrower.  The 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 principal amount under the
Facility).  The Borrowing of or
conversion to U.S. Base Rate Loans shall be in a principal amount of
$500,000  or a whole multiple of
$100,000  in excess thereof (or such
lesser amount to the extent representing the remaining outstanding principal
amount under the Facility).  Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting the Borrowing, a conversion of 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 Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. 
If the 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, then
the applicable Loans shall be made as, or converted to, U.S. Base Rate
Loans.  If the Borrower requests the
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 Loan shall be made
as, or will be continued as, a Eurodollar Rate Loan with an Interest Period of
one month.


(b)           Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its
Applicable Percentage under the Facility of the applicable Loans, and if no
timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to U.S. Base Rate Loans or continuation as a Eurodollar Rate Loan
having an Interest Period of one month, as applicable, described in Section
2.02(a).  In the case of the
Borrowing, each 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 conditions set forth
in Section 4.01, the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the 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 the Borrower.


(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
Borrower 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 U.S. Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders
of any change in Bank of America’s prime rate used in determining the U.S. Base
Rate promptly following such change.



 22
 






 



(e)           After giving effect to the Borrowing, all conversions
of Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than 10 Interest Periods in effect in respect of
the Facility.


2.03         Repayment of Loans.  The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders the outstanding
principal amount of all Loans made to the Borrower on the Maturity Date (which
amounts shall be reduced as a result of the application of prepayments in
accordance with Section 2.04).


2.04     Prepayments of Loans            (a)  Optional.  The Borrower may, upon notice from the
Borrower 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 12:00 Noon (1) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of U.S.
Base 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; and (C) any prepayment of U.S. Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in
each case, if less, the entire principal amount thereof then outstanding.  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.  If such notice is given, the 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 Facility 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 pursuant
to this Section 2.04(a) shall be paid to the Lenders in accordance with their
respective Applicable Percentage.


(b)       Mandatory.  In
the event that the Parent, the Borrower or any of their respective Subsidiaries
shall receive Net Cash Proceeds, the Borrower shall, substantially concurrently
with the receipt of such Net Cash Proceeds, apply an amount equal to 100% of
such Net Cash Proceeds to ratably prepay the outstanding Loans.


2.05         Interest.  (a) 
Subject to the provisions of Section 2.05(b), (i) each Eurodollar
Rate Loan 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; and (ii) each U.S. Base Rate
Loan 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.


(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 the 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.



 23
 






 



(iii)          Upon the occurrence and during the continuance of a Default
under Section 8.01(f) or (g), the Borrower 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.


(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.


2.06         Fees.  The Parent shall pay to the Arrangers 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, except to the extent set forth in the Fee
Letter, be refundable for any reason whatsoever.


2.07         Computation of
Interest and Fees.  All computations
of interest for U.S. Base Rate Loans when the U.S. Base Rate is determined by
Bank of America’s “prime rate” or “reference rate”, as applicable, 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. 
Each determination by the Administrative Agent of an interest rate or
fee hereunder shall be conclusive and binding for all purposes, absent manifest
error.


2.08         Evidence of
Indebtedness.  The Loan 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 Loans made by the Lenders to the Borrower 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 Borrower 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 the Borrower
made through the Administrative Agent, the Borrower shall execute and deliver
to such Lender (through the Administrative Agent) a Note, which shall evidence
such Lender’s Loans to the 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.


2.09         Payments
Generally; Administrative Agent’s Clawback. 
(a)  General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  All payments by
the Borrower 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 (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 



 24
 






 



next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the
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)           Payments by the Borrower; Presumptions by
Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders  the amount
due.  In such event, if the Borrower has
not in fact made such payment, then each of the Lenders severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender, 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 the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.


(c)           Failure to
Satisfy Conditions Precedent.  If any
Lender makes available to the Administrative Agent funds for its Loan to be
made by such Lender to the Borrower as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the Borrowing 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 and to make payments pursuant to Section
11.04(c) are several and not joint. 
The failure of any Lender to make any Loan 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 or to make
its payment under Section 11.04(c).


(e)           Interest Act
(Canada).  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.  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.


(g)           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.



 25
 






 



(h)           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.


2.10         Sharing of
Payments by Lenders.  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 then due, resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of such Loans and accrued interest
thereon greater than its pro rata share thereof of the 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 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 Loans and other
amounts owing them, provided that:


(a)           if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations 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 the 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 to any assignee or
participant, other than to the Parent or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


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.


ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         Taxes  (a)  Payments
Free of Taxes.  Any and all payments
to the Administrative Agent or any Lender by or on account of any obligation of
the Borrower 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 the 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 or any
Lender, as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the 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
Borrower.  Without limiting the
provisions of subsection (a) above, the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable Law.



 26













 


(c)           Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent and each Lender, 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 Administrative Agent or such Lender, 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
Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.


(d)           Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the 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 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 the
Borrower (with a copy to the Administrative Agent), at the time or times
reasonably requested by the 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 the 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 the Borrower or the Administrative
Agent as will enable the 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 the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall
deliver to the 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 the 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 the
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 



 27
 






 



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
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.


(f)            Treatment of Certain Refunds.  If the Administrative Agent or any Lender
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 the
Borrower or with respect to which the 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 the Borrower an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
the 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 or such Lender, 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 the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender if the Administrative
Agent or such Lender is required to repay such refund to such Governmental
Authority.  This subsection shall not be
construed to require the Administrative Agent or any Lender 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 the
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 Borrower
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert 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, the 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 U.S. Base Rate Loans, 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, the
Borrower shall also pay accrued interest on the amount so prepaid or converted.


3.03         Inability to
Determine Rates.  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 Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended 



 28
 






 



until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. 
Upon receipt of such notice, the Borrower may revoke any pending request
for a conversion to or continuation of Eurodollar Rate Loans or, failing that,
will be deemed to have converted such request into a request for a conversion
to U.S. Base Rate Loans in the amount specified therein.


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


(ii)           impose
on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made by such Lender;


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 to reduce the amount of any sum received or
receivable by such Lender (whether of principal, interest or any other amount),
then, upon request of such Lender, the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.


(b)           Capital Requirements.  If any Lender determines that any Change in
Law affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of this
Agreement, the Commitment of such Lender or the Loans made by such Lender to a
level below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender’s holding company for any such reduction suffered.


(c)           Certificates for Reimbursement.  A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company,
as the case may be, as specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender 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 to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender 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
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’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 Borrower shall
promptly compensate such Lender for and 



 29
 






 



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 U.S.
Base Rate Loan 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 the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay (excluding a prepayment in full of the Facility),
continue or convert any Loan other than a U.S. Base Rate Loan on the date or in
the amount notified by the Parent or the 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 the 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 terminate the deposits from which such funds were obtained
or from the performance of any foreign exchange contract.  The Borrower shall also pay
any customary administrative fees charged by such Lender in connection with the
foregoing.


For purposes of calculating amounts payable by the 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 the 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 Borrower hereby
agrees 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 the 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 Borrower may replace such Lender in accordance with Section
11.13.


3.07         Survival.  All of the Borrower’s 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 THE BORROWING



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4.01         Conditions to the
Borrowing.  The obligation of each
Lender to make its Loan 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
Borrower;


(ii)           a
Note executed by the 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 F-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 F-2 and such other matters concerning the
Loan Parties and the Loan Documents as the Required Lenders may reasonably
request;


(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
F-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 



 31
 






 



shall be in full force and effect;


(ix)           a
certificate signed by a Responsible Officer of the Borrower certifying that the
conditions specified in clauses (j), (l) and (m) below
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.


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


(c)           The
Borrower 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 Borrower 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 



 32
 






 



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 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 Facility) 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.


(j)            The
representations and warranties of the 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 the Closing Date, 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.


(k)           The
Senior Credit Agreement shall have been, or shall be concurrently with the
Borrowing hereunder, executed and delivered by the parties thereto and be in
full force and effect.


(l)            No
Default shall exist, or would immediately result from the Borrowing or from the
application of the proceeds thereof.


(m)          The Administrative Agent
shall have received a Committed Loan Notice in accordance with the requirements
hereof.


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.



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ARTICLE V

REPRESENTATIONS AND WARRANTIES


The Borrower 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 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 



 34
 






 



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


(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.



 35
 






 



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 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 



 36
 






 



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)  The Borrower is not 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 or the
principal of or interest on any Loan or fees payable hereunder shall remain
unpaid, 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 100 days 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 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;



 37













 


(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; and


(c)           within
30 days following the Closing Date 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 Company and its subsidiaries giving effect
to the Transaction for the most recently completed fiscal year and the period
commencing with the end of the most recently completed fiscal year and ending
with the month ended not more than 45 days prior to the Closing Date, which,
with respect to any annual or quarterly periods, shall meet the requirements of
Regulation S-X under the Securities Act of 1933, as amended, and all other
accounting rules and regulations of the SEC promulgated thereunder applicable
to a registration statement under such Act on Form S-1.


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


(e)           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 



 38
 






 



Loan Documents, as the Administrative Agent or any
Lender may from time to time reasonably request.


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.


The Borrower hereby acknowledges that (a) the Administrative Agent
and/or the Arranger will make available to the Lenders materials and/or
information provided by or on behalf of the 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 the Borrower, the
Parent or their respective securities) (each, a “Public Lender”).  The Borrower hereby agrees that so long as
the 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 Borrower shall be deemed to have authorized the Administrative
Agent, the Arranger and the Lenders to treat the Borrower Materials as not
containing any material non-public information with respect to the Borrower,
the Parent or their respective securities for purposes of United States Federal
and state securities laws and Canadian Securities Laws (provided, however, that
to the extent the 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 the 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, 



 39
 






 



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;


(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 Borrower setting forth details of the occurrence referred to therein and
stating what action the 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
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 



 40
 






 



contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and upon
reasonable advance notice.


6.10         Use of Proceeds.  Use the proceeds of the Loans (i) to finance
the Transaction and to pay related fees, costs and expenses related to the
Transaction, and (ii) 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 or the
principal of or interest on any Loan or fees payable hereunder shall remain
unpaid, 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;



 41
 






 



(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 merged with or into or consolidated with the Parent or
its Subsidiaries (and not created in 



 42
 






 



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;



 43
 






 



(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
in respect of the Senior Credit Facilities 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 



 44
 






 



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;



 46













 


(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


(f)            any
Subsidiary may merge, amalgamate or consolidate with or into another 



 47
 






 



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:


(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 



 48
 






 



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.


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 



 49
 






 



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 the Loans, 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 the 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 the
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.  The 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 (ii) within three Business
Days after the same becomes due, any interest on any 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 the 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 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 



 51
 






 



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.


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 to be terminated, whereupon such commitments
and obligation shall be terminated;



 52
 






 



(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 Borrower; and


(c)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Borrower under any Debtor Relief Laws constituting an Event
of Default under Section 8.01(f), the obligation of each Lender to make
Loans shall automatically terminate and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, 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), 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 payable to the Lenders (including fees, charges and disbursements
of counsel to the respective Lenders (including fees and time charges for
attorneys who may be employees of any Lender)) 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
interest on the Loans and other Obligations, ratably among the Lenders in
proportion to the respective amounts described in this clause Third
payable to them;


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


Fifth, 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 Borrower or as
otherwise required by Law.


ARTICLE IX

ADMINISTRATIVE AGENT


9.01         Appointment and
Authority.  Each of the Lenders
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan 



 53
 






 



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 and the Lenders, 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;


(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 Borrower or any of its 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 or a Lender.


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 



 54
 






 



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
that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan.  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 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 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, 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 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 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).  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 



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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.


9.07         Non-Reliance on
Administrative Agent and Other Lenders. 
Each Lender 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 also acknowledges
that it will, 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 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 Joint Lead Arrangers or Joint Bookrunning Managers
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 or a Lender
hereunder.


9.09         Guaranty Matters.  The Lenders 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 Borrower to the Administrative Agent 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 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 



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Parties under Debtor Relief Laws, and including interest that accrues after the
commencement by or against the 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 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 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 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 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 Borrower; (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 or any Lender whatsoever;
(e) any benefit of and any right to participate in any security now or
hereafter held by the Administrative Agent 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.



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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 Facility are
terminated.  If any amounts are paid to
the Parent in violation of the foregoing limitation, then such amounts shall be
held in trust for the benefit of the Administrative Agent and the Lenders and
shall forthwith be paid to the Administrative Agent 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 Facility 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 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 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 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 the 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 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 Borrower and any other guarantor such information concerning
the financial condition, business and
operations of the Borrower and any such other guarantor as the Parent requires,
and that none of the Administrative Agent and the Lenders have any duty, and
the Parent is not relying on the Administrative Agent and the Lenders at any
time, to disclose to the Parent any information relating to the business,
operations or financial condition of the Borrower or any other guarantor (the
Parent waiving any duty on the part of the Administrative Agent 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 without the written consent of
each Lender;



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(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;


(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
(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 the Borrower to pay interest 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
to reduce any fee payable hereunder;


(e)           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


(f)            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 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; (ii) 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
(iii) the Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto.


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 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 or the Administrative Agent, 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 



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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 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 pursuant to Article II if such Lender
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 the Borrower or other Loan Party, any Lender or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the 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 the Borrower or other Loan Party,
any Lender 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, the Borrower and the
Administrative Agent 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 and the Administrative Agent.  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.



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(e)           Reliance by Administrative Agent and Lenders.  The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notice) purportedly given by or on
behalf of the 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 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 the 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 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) and (ii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent or any Lender (including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent or
any Lender), and shall pay all
reasonable fees and time charges for attorneys who may be employees of the
Administrative Agent or any Lender, 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, including all such out-of-pocket expenses incurred during any
workout or restructuring in respect of such Loans.


(b)           Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender, 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 the use or proposed use of the proceeds
therefrom, (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 



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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 Borrower 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) or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent) 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 against any Related Party of
any of the foregoing acting for the Administrative Agent (or any such
sub-agent).  The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.09(d).


(d)           Waiver of Consequential Damages,
Etc.  To the fullest extent permitted
by applicable Law, the Borrower shall not assert, and the 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 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, the replacement of any Lender, 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 the Borrower is made to the Administrative Agent or any Lender, or
the Administrative Agent 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
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 



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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 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 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, the 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, 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 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 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 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 $2,500,000,  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 



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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.


(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; and


(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.


(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 a 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 Borrower without the imposition of any additional Indemnified Taxes
unless such assignment is made to a U.S. Resident.


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, the Borrower (at its expense)
shall execute and deliver a Note to the assignee 



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Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Agreement 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 the 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 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 the 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 the 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, the 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 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
Borrower, the Administrative Agent, the other Lenders 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, the 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 2.09 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 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.


(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 



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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 2.09(b).  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 the
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.


11.07       Treatment of
Certain Information; Confidentiality. 
Each of the Administrative Agent and the Lenders 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 the 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 or any of
their respective Affiliates on a 



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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 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 and the Lenders 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 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 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, irrespective of whether or
not such Lender 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
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender
and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or
their respective Affiliates may have. 
Each Lender 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 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 



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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 the Borrowing, and shall
continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied.


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
render unenforceable such provision in any other jurisdiction.


11.13       Replacement of
Lenders.  If any Lender requests
compensation under Section 3.04, or if the 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, then the 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)           the
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, 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 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.



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(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 MAY OTHERWISE HAVE TO 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 



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transaction contemplated hereby, the 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
Borrower, 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
Borrower 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 the 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 Borrower, the 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 Borrower, 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 Borrower, 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 the Borrower and each other Loan
Party has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate. 
the 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 the 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 



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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.


(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.


[THE
BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



 71













 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.


	
  

  	
  IPSCO FINANCE GP, as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  / s / Vicki Avril

  
	
   

  	
   

  	
  Name:

  	
  Vicki Avril

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-1
 






 



 


	
  

  	
  IPSCO INC., as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  / s / Vicki Avril

  
	
   

  	
   

  	
  Name:

  	
  Vicki Avril

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  



 



 S-2
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., CANADA BRANCH

  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  / s / Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  



 



 S-3
 






 



 


	
  

  	
  BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA
  BRANCH

  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  / s / Nelson Lam

  
	
   

  	
   

  	
  Name:

  	
  Nelson Lam

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 



 S-4
 






 



 


	
  

  	
  JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  / s / Jeffrey Coleman

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Coleman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 



 S-5













 


SCHEDULE 2.01


COMMITMENTS

AND APPLICABLE PERCENTAGES


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  175,000,000

  	
   

  	
  50

  	
  %

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  $

  	
  175,000,000

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  350,000,000

  	
   

  	
  100

  	
  %

  



 
















 


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 Finance GP

  	
   

  	
  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:


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.

  



 










 



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 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

  



 


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

  



 
















 


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 bridge loan 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, IPSCO Finance GP, the Guarantors from time to time party
thereto, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.


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 US$

  	
   

  	
  .

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Composed of 

  	
   

  	
  .

  
	
   

  	
   

  	
   

  	
  [Type of Loan requested]

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  For Eurodollar Rate Loans: with an Interest Period
  of 

  	
   

  	
   [week][month(s)].

  
										






 


The Borrowing, if any, requested herein
complies with Section 2.01 of the Agreement.


	
  

  	
  IPSCO FINANCE GP

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


EXHIBIT B


FORM OF 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 Loan (as hereinafter
defined) from time to time made by the Lender to the Borrower under that
certain bridge loan 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, IPSCO Finance GP,
the Guarantors from time to time party thereto, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent.


The Borrower promises to pay interest on the unpaid principal amount of
each 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 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.  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 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 FINANCE GP

  
	
   

  	
   

  
	
   

  	
  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


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 bridge loan 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 “Company”),
a Canadian corporation, IPSCO Finance GP, the Guarantors from time to time
party thereto, the Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent.


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 D


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 Agreement
identified below (the “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 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
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of
all of such outstanding rights and obligations of [the Assignor][the respective
Assignors] under the respective facilities identified below 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
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the 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.             Assignor[s]:          ______________________________






(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.










 



                                                                                ______________________________


2.                                       Assignee[s]:         ______________________________


                                                                                ______________________________


                                                [for each Assignee, indicate [identify Lender] or [Affiliate][Approved Fund] of [identify Lender]]


3.             Borrower:               IPSCO Finance GP


4.                                       Administrative Agent: Bank of America, N.A., as the
Administrative Agent under the Agreement


5.                                       Agreement:           Bridge Loan Agreement,
dated as of December 1, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time) among IPSCO Inc., a Canadian
corporation, IPSCO Finance GP, the Guarantors from time to time party thereto,
the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent.


6.             Assigned Interest[s]:


 


	
  

  Assignor[s]

  	
  

  Assignee[s]

  	
  

  Facility

  Assigned(5)

  	
  Aggregate

  Amount of

  Commitment/Loans

  for all Lenders(6)

  	
  Amount of

  Commitment/

  Loans

  Assigned

  	
  Percentage

  Assigned of

  Commitment/

  Loans(7)

  	
  

  CUSIP

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $____________

  	
  $_____________

  	
  ____________%

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $____________

  	
  $_____________

  	
  ____________%

  	
   

  
	
   

  	
   

  	
  ____________

  	
  $____________

  	
  $_____________

  	
  ____________%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



[7.            Trade Date:           __________________](8)






(5) Fill in the appropriate terminology for
the types of facilities under the Agreement that are being assigned under this
Assignment (e.g. “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:


[Consented
to:(10)


IPSCO
INC.


By:
_________________________________


              Title:]






(9) To be added only if the consent of the
Administrative Agent is required pursuant to Section 11.06(b)(iii)(B) of the
Agreement.


(10) To be added only
if the consent of the Company is required pursuant to Section 11.06(b)(i)(B)
and/or Section 11.06(b)(iii)(A) of the 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 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 Borrower, 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 Borrower, 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 Agreement, (ii) it meets all the requirements of an Eligible Assignee under
Section 11.06(b)(iii), (v),
(vi)and (vii)
of the 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 Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the
Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of 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 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
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 E


FORM OF SUBSIDIARY GUARANTY


[To
be provided]


 
















 


EXHIBIT F-1


FORM OF OPINION - U.S. COUNSEL
TO THE LOAN PARTIES


 
















 


EXHIBIT F-2


FORM OF OPINION - CANADIAN
COUNSEL TO THE LOAN PARTIES


 
















 


EXHIBIT F-3


FORM OF OPINION - GENERAL
COUNSEL TO THE PARENT