TORONTO DOMINION (TEXAS) LLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, ACTING THROUGH A NEW YORK BRANCH, BANK OF AMERICA, N.A., ABN AMRO BANK N.V., WELLS FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, BY ITS ATLANTA AGENCY, BANK OF MONTREAL, CHICAGO BRANCH and FIFTH THIRD BANK (CHICAGO)

(collectively, “U.S. Lenders”)

(the Canadian Lenders and the U.S. Lenders, collectively, the “Lenders”)

RECITALS:

A.                                                                                    The Borrowers, IPSCO Alabama Ltd. ( “ IPSCO Alabama ”), the Agent, the Syndication Agent and the Lenders are parties to a revolving credit agreement dated as of the 19th day of November, 2004 (such credit agreement, the “ Credit Agreement ”).

B.                                                                                      IPSCO Alabama was dissolved and wound up effective November 30, 2005.

C.                                                                                      The Borrowers have requested that the Agent and the Lenders consent to a change to the Credit Agreement to provide for the definition of GAAP to be based on generally accepted accounting principles which are in effect from time to time in the United States of America instead of those which are in effect from time to time in Canada.

D.                                                                                     The Agent and the Lenders have agreed to consent to the change to the definition of GAAP requested by the Borrowers as aforesaid on the terms and conditions set forth in this Agreement and have agreed to amend the Credit Agreement in connection therewith as set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1                                                                                Definitions

For the purposes of this Agreement, capitalized terms that are not defined in this Agreement have the meanings given to them in the Credit Agreement.

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ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.1                                                                                Confirmation

To induce the Agent and the Lenders to enter into this Agreement, the Borrowers represent and warrant to each of the Agent and the Lenders that:

(a)                                   each of the representations and warranties set forth in the Credit Agreement and the other Credit Documents is true and correct with the same force and effect as if made as of the date hereof;

(b)                                  the execution, delivery and performance of this Agreement are all within the corporate power and authority of the Borrowers, have been duly authorized by all necessary action of each of such parties, and are not in contravention of law or the terms of the certificate of incorporation, by-laws or other constating or organizational documentation of any of such parties, or any indenture, agreement or undertaking to which any of the Borrowers is a party or by which any of their respective property is bound. The Borrowers have duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of each such party, enforceable against each such party by the Agent and the Lenders in accordance with its terms; and

(c)                                   no Default or Event of Default has occurred and is continuing under the Credit Agreement, whether before or after giving effect to this Agreement.

ARTICLE 3
AMENDMENTS TO CREDIT AGREEMENT

3.1                                                                                Amendments

The parties hereto agree to amend the Credit Agreement as follows:

(a)                                   The definition of GAAP shall be deleted in its entirety and replaced with the following:

““GAAP” means, at any time, generally accepted accounting principles which are in effect from time to time in the United States of America as established and recognized by the Financial Accounting Standards Board, or any successor Person, at such time.”

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ARTICLE 4
MISCELLANEOUS

4.1                                                                                No Novations

Nothing in this agreement, nor in the Credit Agreement when read together with this Agreement, shall constitute a novation, payment, re-advance, or a reduction or termination in respect of the Total Outstandings.

4.2                                                                                Ratification and Confirmation of Credit Documents

Exc