U.S. $350,000,000 BRIDGE LOAN AGREEMENTBridge Loan Agreement |
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IPSCO Finance GP, | IPSCO Inc., | BANK OF AMERICA, N.A. | BANC OF AMERICA SECURITIES LLC | J.P. MORGAN SECURITIES INC.,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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
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Section |
Table of Contents
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ARTICLE I |
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DEFINITIONS AND ACCOUNTING TERMS |
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1.01 |
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Defined Terms |
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1 |
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1.02 |
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Other Interpretive Provisions |
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20 |
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1.03 |
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Accounting Terms |
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20 |
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1.04 |
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Rounding |
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21 |
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1.05 |
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Times of Day |
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21 |
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ARTICLE II |
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THE COMMITMENTS AND LOANS |
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2.01 |
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The Loans |
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21 |
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2.02 |
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Borrowing, Conversions and Continuations of Loans |
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21 |
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2.03 |
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Repayment of Loans |
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22 |
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2.04 |
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Prepayments of Loans |
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22 |
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2.05 |
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Interest |
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23 |
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2.06 |
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Fees |
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23 |
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2.07 |
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Computation of Interest and Fees |
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23 |
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2.08 |
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Evidence of Indebtedness |
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24 |
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2.09 |
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Payments Generally; Administrative Agent’s Clawback |
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24 |
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2.10 |
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Sharing of Payments by Lenders |
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25 |
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ARTICLE III |
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TAXES, YIELD PROTECTION AND ILLEGALITY |
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3.01 |
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Taxes |
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26 |
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3.02 |
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Illegality |
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27 |
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3.03 |
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Inability to Determine Rates |
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28 |
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3.04 |
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Increased Costs |
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28 |
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3.05 |
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Compensation for Losses |
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29 |
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3.06 |
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Mitigation Obligations; Replacement of Lenders |
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29 |
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3.07 |
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Survival |
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30 |
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ARTICLE IV |
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CONDITIONS PRECEDENT TO THE BORROWING |
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4.01 |
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Conditions to the Borrowing |
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30 |
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ARTICLE V |
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REPRESENTATIONS AND WARRANTIES |
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5.01 |
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Existence, Qualification and Power; Compliance with Laws |
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33 |
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5.02 |
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Authorization; No Contravention |
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33 |
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5.03 |
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Governmental Authorization; Other Consents |
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33 |
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5.04 |
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Binding Effect |
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34 |
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5.05 |
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Financial Statements; No Material Adverse Effect |
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34 |
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5.06 |
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Litigation |
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34 |
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5.07 |
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Ownership of Property |
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34 |
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5.08 |
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Environmental Compliance |
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34 |
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5.09 |
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Insurance |
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35 |
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5.10 |
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Taxes |
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35 |
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5.11 |
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Pension Legislation Compliance |
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35 |
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5.12 |
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Subsidiaries; Equity Interests; Loan Parties |
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36 |
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5.13 |
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Margin Regulations; Investment Company Act |
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36 |
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5.14 |
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Disclosure |
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36 |
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ARTICLE VI |
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AFFIRMATIVE COVENANTS |
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6.01 |
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Financial Statements |
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37 |
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6.02 |
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Certificates; Other Information |
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37 |
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6.03 |
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Notices |
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39 |
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6.04 |
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Payment of Taxes |
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39 |
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6.05 |
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Preservation of Existence, Etc. |
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39 |
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6.06 |
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Maintenance of Insurance |
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39 |
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6.07 |
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Compliance with Laws |
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39 |
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6.08 |
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Books and Records |
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40 |
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6.09 |
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Inspection Rights |
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40 |
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6.10 |
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Use of Proceeds |
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40 |
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6.11 |
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Covenant to Guarantee Obligations |
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40 |