REORGANIZATION OR RELIEF OF CREDITORS; (IV) INSTITUTE OR HAVE INSTITUTED AGAINST
IT ANY PROCEEDING SEEKING (X) TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, (Y) ANY
LIQUIDATION, WINDING-UP, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, PROTECTION,
RELIEF OR COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW RELATING TO BANKRUPTCY,
INSOLVENCY OR REORGANIZATION OR RELIEF OF DEBTORS, OR (Z) THE ENTRY OF AN ORDER
FOR RELIEF OR THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR
OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS ASSETS, AND, IN THE CASE
96
OF ANY SUCH PROCEEDING INSTITUTED AGAINST IT (BUT NOT INSTITUTED BY IT), SUCH
PROCEEDING SHALL REMAIN UNDISMISSED OR UNSTAYED FOR A PERIOD OF 30 DAYS OR ANY
OF THE ACTIONS SOUGHT IN SUCH PROCEEDING (INCLUDING THE ENTRY OF AN ORDER FOR
RELIEF AGAINST IT OR THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN OR OTHER
SIMILAR OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS ASSETS) SHALL OCCUR;
OR (V) TAKE ANY CORPORATE ACTION TO AUTHORIZE ANY OF THE FOREGOING EVENTS;
(H)
ANY JUDGMENT OR ORDER FOR THE PAYMENT OF
MONEY IN EXCESS OF CDN. $5,000,000 (OR THE EQUIVALENT U.S. $AMOUNT) SHALL BE
RENDERED AGAINST A BORROWER OR ANY OF ITS SUBSIDIARIES AND EITHER:
(I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN COMMENCED BY ANY CREDITOR UPON SUCH
JUDGMENT OR ORDER AND SUCH ENFORCEMENT PROCEEDINGS SHALL NOT HAVE BEEN STAYED
WITHIN TWO DAYS OF THE COMMENCEMENT THEREOF; OR (II) THERE SHALL BE ANY PERIOD
OF 30 CONSECUTIVE DAYS DURING WHICH A STAY OF ENFORCEMENT OF SUCH JUDGMENT OR
ORDER, BY REASON OF A PENDING APPEAL OR OTHERWISE, SHALL NOT BE IN EFFECT;
(I)
THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, OR ANY MATERIAL PROVISION HEREOF OR THEREOF, SHALL AT ANY TIME AFTER
EXECUTION AND DELIVERY HEREOF OR THEREOF, FOR ANY REASON, CEASE TO BE A LEGAL,
VALID AND BINDING OBLIGATION OF ANY OF THE CREDIT PARTIES PARTY THERETO OR
CEASES TO BE ENFORCEABLE AGAINST ANY SUCH CREDIT PARTY IN ACCORDANCE WITH ITS
TERMS OR SHALL BE DECLARED TO BE NULL AND VOID, OR THE LEGALITY, VALIDITY,
BINDING NATURE OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENTS, OR ANY PROVISION HEREOF OR THEREOF, SHALL BE CONTESTED BY ANY CREDIT
PARTY, OR ANY CREDIT PARTY SHALL DENY THAT IT HAS ANY FURTHER LIABILITIES OR
OBLIGATIONS HEREUNDER OR THEREUNDER;
(J)
ANY SECURED CREDITOR, ENCUMBRANCER OR
LIENOR OR ANY TRUSTEE, INTERIM RECEIVER, RECEIVER, RECEIVER AND MANAGER,
ADMINISTRATIVE RECEIVER, AGENT, BAILIFF OR OTHER SIMILAR OFFICIAL APPOINTED BY
ANY SUCH CREDITOR, ENCUMBRANCER OR LIENOR, TAKES POSSESSION OF OR FORECLOSES,
SEIZES, RETAINS, SELLS OR OTHERWISE DISPOSES OF, OR OTHERWISE PROCEEDS TO
ENFORCE SECURITY OVER, ALL OR A SUBSTANTIAL PART OF THE ASSETS OF ANY CREDIT
PARTY OR GIVES NOTICE OF ITS INTENTION TO DO ANY OF THE FOREGOING;
97
(K)
THE OCCURRENCE OF ANY CHANGE OF CONTROL;
(L)
DURING ANY SUCH TIME OR TIMES WHERE THE
SENIOR DEBT RATINGS OF IPSCO ARE NOT, IN EACH CASE, AT LEAST EQUAL TO BBB(LOW)
FROM DBRS, BBB- FROM S&P AND