F-4

As filed with the Securities and Exchange Commission on September 15, 2003.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IPSCO INC.*

(Exact name of registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization) 3310/3317/3390 (Primary Standard Industrial Classification Numbers) 98-0077354 (I.R.S. Employer Identification No.)

P.O. Box 1670, Regina, Saskatchewan, Canada S4P 3C7

Telephone: (306) 924-7700

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

George H. Valentine, Esq.

Vice President, General Counsel and Corporate Secretary, IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Telephone: (630) 810-4800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Carter W. Emerson, P.C.

Kirkland & Ellis LLP

200 E. Randolph Drive

Chicago, Illinois 60601

Telephone: (312) 861-2000

* The Co-Registrants listed on the next page are also included in this Form F-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public:    The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
8¾% Senior Notes due 2013	$200,000,000	100%	$200,000,000	$16,180(1)
Guarantees on Senior Notes(2)	$200,000,000	—	—	(3)

(1) Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2) All subsidiary guarantors are wholly owned subsidiaries of the Registrant and have guaranteed the Notes being registered.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrant and the Co-Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and the Co-Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Jurisdiction of Formation	I.R.S. Employer Identification No.
IPSCO Steel (Alabama) Inc.	Alabama	63-1215922
IPSCO Alabama Ltd.	Alabama	26-0039907
IPSCO Minnesota Inc.	Delaware	41-1519601
IPSCO Tubulars Inc.	Delaware	84-1016860
IPSCO Texas Inc.	Delaware	98-0186324
IPSCO Ontario Inc.	Canada	N/A
IPSCO Recycling Inc.	Canada	N/A
IPSCO Investments Inc.	Delaware	98-0196788
IPSCO Saskatchewan Inc.	Canada	98-0389320
IPSCO Steel Inc.	Delaware	42-1417058
IPSCO Enterprises Inc.	Delaware	84-1004635

*  The address and telephone number for each of the additional Registrants organized in the U.S. are  650 Warrenville Road, Suite 500, Lisle, Illinois 60532, telephone: (630) 810-4800. The address and telephone number for each of the additional Registrants organized in Canada are P.O. Box 1670, Regina, Saskatchewan, Canada S4P 3C7, telephone: (306) 924-7700. The primary standard industrial classification numbers for each of the additional Registrants are 3310/3317/3390.

The name and address, including zip code, of the agent for service for each of the additional Registrants are George H. Valentine, Esq., Vice President, General Counsel and Corporate Secretary, IPSCO Inc., 650 Warrenville Road, Suite 500, Lisle, Illinois 60532. The telephone number, including area code, of the agent for service for each of the additional Registrants is (630) 810-4800.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2003

PROSPECTUS

IPSCO INC.

Exchange Offer for

$200,000,000

8 ³/4% Senior Notes due 2013

We are offering to exchange:

up to $200,000,000 of our new 8¾% Senior Notes due 2013

for

a like amount of our outstanding 8¾% Senior Notes due 2013

Material Terms of Exchange Offer

Ø Expires at 5:00 p.m., New York City time, on             , 2003, unless extended.

Ø The terms of the notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

Ø The notes will be unconditionally guaranteed on a senior unsecured basis by all of our subsidiaries that are guarantors or co-borrowers under our credit facility. The notes and the guarantees will rank equally with all of our and the guarantors’ existing and future unsecured debt. The notes and the guarantees will rank senior to all of our debt that is expressly subordinated to the notes and the guarantees, but will be effectively subordinated to all of our existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness and to all liabilities of our subsidiaries that are not guarantors.

Ø The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

Ø The exchange offer is not subject to any condition other than that it not violate applicable law or interpretation of the Staff of the SEC.

Ø The exchange offer is made to holders of the notes resident only in the United States of America.

Ø We will not receive any proceeds from the exchange offer.

Ø There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.

For a discussion of certain factors that you should consider before participating in this exchange offer, see “ Risk Factors” beginning on page 7 of this prospectus.

Neither the SEC nor any state or Canadian securities commission has approved the notes to be distributed in this exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                , 2003

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume that the information contained or incorporated by reference in this prospectus is accurate as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since then. We are not making an offer to sell the securities offered by this prospectus in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	7
Use of Proceeds	17
Capitalization	18
Selected Historical Financial Data	19
Description of the Notes	22
The Exchange Offer	66
Material U.S. Income Tax Considerations	75
Certain Canadian Federal Income Tax Considerations	75
Plan of Distribution	76
Legal Matters	77
Experts	77
Where You Can Find More Information	77
Incorporation of Certain Documents by Reference	78

This document incorporates important business and financial information about IPSCO Inc. and the Co-Registrants from other documents that are not included in or delivered with this document. You may obtain these documents at the SEC’s website, www.sec.gov. We are not incorporating the contents of the website of the SEC or any other person into this document. We are only providing information about how you can obtain certain documents which are incorporated into this document by reference at this website.

This information is also available to you without charge upon your written or oral request as described below:

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Telephone: (630) 810-4800

Attn: Robert Ratliff

Vice President and Chief Financial Officer

If you would like to request any copies of any documents, please do so no later than                         , 2003 in order to ensure timely delivery prior to the expiration of the exchange offer.

For additional information about where to obtain copies of documents, see “Where You Can Find More Information” beginning on page 77.

Forward-looking statements

Information contained in this prospectus, other than historical information, may be considered forward-looking. Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these terms or other comparable words, or by discussions of strategy, plans or intentions. Forward-looking information reflects management’s current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following:

Ø general economic conditions;

Ø changes in financial markets;

Ø political conditions and developments, including conflict in the Middle East and the war on terrorism;

Ø changes in the supply and demand for steel and our specific steel products;

Ø the level of demand outside of North America for steel and steel products;

Ø equipment performance at our manufacturing facilities;

Ø the occurrence of any material lawsuits;

Ø the availability of capital;

Ø our ability to properly and efficiently staff our manufacturing facilities;

Ø domestic and international competitive factors, including the level of steel imports into the Canadian and U.S. markets;

Ø economic conditions in steel exporting nations;

Ø trade sanction activities and the enforcement of trade sanction remedies;

Ø supply and demand for scrap steel and iron, alloys and other raw materials;

Ø supply, demand and pricing for the electricity and natural gas that we use;

Ø changes in environmental and other regulations, including regulations arising from the Canadian Parliament’s ratification of the Kyoto Protocol, and the magnitude of future environmental expenditures;

Ø inherent uncertainties in the development and performance of new or modified equipment or technologies;

Ø North American interest rates;

Ø exchange rates; and

Ø other risks described under “Risk Factors.”

This list is not exhaustive of the factors which may impact our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this prospectus.

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Enforceability of civil liabilities against foreign persons

We are a corporation organized under the laws of Canada and are governed by the applicable provincial and federal laws of Canada. Several of our directors and officers and some of the experts named in this prospectus reside principally in Canada. Because these persons are located outside the United States, it may not be possible for you to effect service of process within the United States upon them. Furthermore, it may not be possible for you to enforce against us or them, in the United States, judgments obtained in U.S. courts, because a portion of our assets and the assets of these persons are located outside the United States. We have been advised by MacPherson Leslie & Tyerman LLP, our Canadian counsel, that there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, our directors and officers or the experts named in this prospectus.

Presentation of financial information

We report our historical financial statements contained in, or incorporated by reference into, this prospectus in U.S. dollars and prepare them in accordance with Canadian generally accepted accounting principles, or GAAP. Note 21 to our 2002 historical consolidated financial statements contained in our Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, which is incorporated into this document by reference, summarizes the significant differences between GAAP in Canada and in the United States.

In this prospectus, all references to “$” refer to U.S. dollars and all references to “Cdn$” refer to Canadian dollars.

Exchange rate data

The following tables list, for each period presented, certain of the following information: the high and low exchange rates, the average of the exchange rates on the last day of each month during the period indicated and the exchange rates at the end of the period for one Canadian dollar, expressed in U.S. dollars, based on the inverse of the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York. On September 12, 2003, the inverse of the noon buying rate in New York City for cable transfers of Canadian dollars was Cdn$0.7337 = $1.00.

	Year Ended December 31,					Six Months Ended June 30, 2003
	1998	1999	2000	2001	2002
High for period	0.7105	0.6925	0.6969	0.6697	0.6619	0.7492
Low for period	0.6341	0.6535	0.6410	0.6241	0.6200	0.6349
End of period	0.6504	0.6925	0.6669	0.6279	0.6329	0.7376
Average for period	0.6714	0.6744	0.6724	0.6444	0.6369	0.6939

	Month Ended
	March 31, 2003	April 30, 2003	May 31, 2003	June 30, 2003	July 31, 2003	August 31, 2003
High for period	0.6822	0.6975	0.7437	0.7492	0.7481	0.7228
Low for period	0.6709	0.6737	0.7032	0.7263	0.7085	0.7092

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Prospectus summary

The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document. As used in this prospectus, unless the context indicates otherwise, “we,” “our” and “us” refer collectively to IPSCO Inc., the issuer of the notes, and its consolidated subsidiaries.

THE COMPANY

We are a low-cost North American steel producer incorporated in Canada with facilities and process equipment located at 12 sites throughout Canada and the United States. These facilities produce carbon steel slabs, hot rolled discrete plate and coil, cut-to-length plate and sheet, and finished tubular products. In addition, we have several scrap collection sites located principally in Western Canada.

Our principal executive office is located at P.O. Box 1670, Regina, Saskatchewan, Canada S4P 3C7. Our telephone number is (306) 924-7700.

Summary of the exchange offer

The Initial Offering of Outstanding Notes We sold the outstanding notes on June 18, 2003 to UBS Securities LLC, RBC Dominion Securities Corporation, TD Securities (USA) Inc., CIBC World Markets Corp., ABN AMRO Incorporated and Wells Fargo Securities, LLC. We collectively refer to those parties in this prospectus as the “initial purchasers.” The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Registration Rights Agreement Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement for the exchange offer. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to complete this exchange offer within 180 days of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.

If we do not comply with, among other things, our obligation to have this exchange offer become effective within 180 days of issuing the outstanding notes, we will pay liquidated damages in cash in an amount equal to 0.25% per annum of the aggregate principal amount of outstanding notes during the first 90 days, increasing by 0.25% per annum for each subsequent 90-day period, up to a maximum of 1.00% per annum, until we are in compliance. For more details, see “The Exchange Offer.”

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The Exchange Offer We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on June 18, 2003 in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are properly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer. The exchange offer is being made to holders of the notes resident only in the United States of America.

Resales We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:

Ø the exchange notes are being acquired in the ordinary course of your business;

Ø you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and

Ø you are not an affiliate of ours.

If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.

Record Date We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on             , 2003.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time,             , 2003, unless we decide to extend the expiration date.

Conditions to the Exchange Offer The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or interpretation of the staff of the SEC.

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Procedures for Tendering Outstanding Notes We issued the outstanding notes as global securities. When the outstanding notes were issued, we deposited the global notes representing the outstanding notes with Wells Fargo Bank Minnesota, N.A., as book-entry depositary. Wells Fargo Bank Minnesota, N.A. issued a certificateless depositary interest in each global note we deposited with it, which represents a 100% interest in the notes, to The Depository Trust Company, known as DTC. Beneficial interests in the outstanding notes, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC.

You may tender your outstanding notes through book-entry transfer in accordance with DTC’s Automated Tender Offer Program, known as ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the exchange agent or comply with the procedures for guaranteed delivery. See “The Exchange Offer—Procedures for Tendering Outstanding Notes” for more information.

Do not send letters of transmittal and certificates representing outstanding notes to us. Send these documents only to the exchange agent. See “The Exchange Offer—Exchange Agent” for more information.

Special Procedures for Beneficial Owners If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

Withdrawal Rights You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on             , 2003.

Material U.S. Federal Income Tax Considerations The exchange of outstanding notes should not constitute a taxable event for United States federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.” You should consult your own tax advisor as to the tax consequences of the exchange to you.

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Certain Canadian Federal Income Tax Considerations The exchange of outstanding notes should not constitute a taxable event for purposes of the Income Tax Act (Canada). See “Certain Canadian Federal Income Tax Considerations.” You should consult your own tax advisor as to the tax consequences of the exchange to you.

Consequences of Failure to Exchange Outstanding notes that are not tendered will be subject to the existing transfer restrictions on such notes after the exchange offer. We will have no further obligation to register the outstanding notes. If you do not participate in the exchange offer, the liquidity of your outstanding notes could be adversely affected.

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

Exchange Agent Wells Fargo Bank Minnesota, N.A. is serving as the exchange agent in connection with the exchange offer.

Summary of terms of the exchange notes

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. We use the term “notes” in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer IPSCO Inc., a Canadian corporation.

Securities Offered $200,000,000 aggregate principal amount of 8 ³/4% Senior Notes due 2013.

Maturity Date June 1, 2013.

Interest Rate and Payment Dates The notes will accrue interest from the date of their issuance at the rate of 8 ³/4% per year. Interest on the notes will be payable semi-annually in arrears on each June 1 and December 1, commencing on December 1, 2003. We will make interest payment in U.S. dollars.

Optional Redemption We may redeem the notes, in whole or part, at any time on or after June 1, 2008 at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest. In addition, prior to June 1, 2006, we may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of qualified equity offerings at a redemption price equal to 108.75% of the principal amount, plus accrued and unpaid interest.

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Redemption for Changes in Canadian or Other Withholding Taxes/Additional Amounts We will make payments on the notes free of withholding or deduction for Canadian or other taxes. If withholding or deduction is required, we will be required to pay additional amounts so that the net amounts you receive will equal the amount you would have received if withholding or deduction had not been imposed. In that event, however, we can redeem the notes, in whole but not in part, at 100% of their principal amount, plus accrued and unpaid interest, if any, to the date of redemption. See “Description of the Notes—Additional Amounts.”

Change of Control If we experience a change of control, we may be required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Ranking; Guarantees The notes will be our senior unsecured obligations. The notes will initially be guaranteed on a senior unsecured basis by all of our subsidiaries that are guarantors or co-borrowers under our credit facility.

The notes and the guarantees will rank equally with all of our and the subsidiary guarantors’ existing and future senior unsecured debt.

The notes and the guarantees will rank senior to all of our debt that is expressly subordinated to the notes and the guarantees, but will be effectively subordinated to all of our existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness.

Restrictive Covenants The indenture governing the notes contains covenants that limit our ability and the ability of our subsidiaries to, among other things:

Ø incur additional indebtedness;

Ø subordinate indebtedness to other indebtedness unless such subordinated indebtedness is also subordinated to the notes;

Ø pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;

Ø make investments;

Ø sell assets and issue capital stock of restricted subsidiaries;

Ø enter into new lines of business;

Ø incur liens;

Ø enter into agreements restricting our subsidiaries’ ability to pay dividends;

Ø enter into sale and leaseback transactions;

Ø enter into transactions with affiliates; and

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Ø consolidate, merge or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Notes—Certain Covenants” in this prospectus.

Covenant Suspension At any time when the notes are rated investment grade by Moody’s Investors Service Inc., Standard & Poor’s Rating Services and Dominion Bond Rating Service Limited and no default or event of default has occurred, many of the foregoing restrictions will not apply, including restrictions on our ability to:

Ø incur additional indebtedness;

Ø subordinate indebtedness to other indebtedness without such subordinated indebtedness being subordinated to the notes;

Ø pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness;

Ø make investments;

Ø sell assets and issue capital stock of restricted subsidiaries;

Ø enter into new lines of business;

Ø enter into sale and leaseback transactions;

Ø enter into transactions with affiliates; and

Ø consolidate, merge or sell all or substantially all of our assets.

Additionally, actions taken by us during any period when these restrictions are suspended will be permitted to exist even if we again become subject to these covenants as a result of losing an investment grade rating. See “Description of the Notes—Certain Covenants.”

You should refer to the section entitled “Risk Factors” for an explanation of material risks of participating in the exchange offer.

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Risk factors

You should consider carefully the information set forth in this section along with all the other information provided to you in this prospectus in deciding whether to participate in the exchange offer.

RISKS ASSOCIATED WITH THE EXCHANGE OFFER

Because there is no public market for the notes, you may not be able to resell your notes.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

Ø the liquidity of any trading market that may develop;

Ø the ability of holders to sell their exchange notes; or

Ø the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

We understand that the initial purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that any trading market that does develop will be liquid.

In addition, any outstanding note holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see “The Exchange Offer.”

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we will not accept your notes for exchange.

If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered

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Risk factors

under the federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

RISKS RELATING TO OUR BUSINESS

Intense competition and excess global capacity in the steel industry may exert downward pressure on pricing.

The global steel industry is highly competitive and capital intensive. We compete with foreign and domestic producers, including both integrated and mini-mill producers, a number of which have substantially greater financial and capital resources than we have and some of which continue to invest heavily to achieve increased production efficiencies and improved product quality. Competition is based on price, quality and the ability to meet customers’ product specifications and delivery schedules. In addition, in the case of certain product applications, steel competes with a number of other materials such as plastic, aluminum and composite materials. The highly competitive nature of the industry, combined with excess capacity, the potential for currently idled facilities to be restarted, excess supply of some products and a number of potential steel substitutes may in the future exert downward pressure on prices for our products.

Our profitability may be adversely impacted by increases in raw material costs.

Our principal raw material is steel scrap derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery and demolition scrap from obsolete structures, containers and machines. The availability of and prices for scrap are subject to market forces largely beyond our control, including demand by North American and international steel producers, freight costs and speculation. In addition, our operations require substantial amounts of other raw materials and inputs, including various types of alloys, electricity, natural gas and oxygen, the price and availability of which are also subject to market forces and governmental regulation. We may not be able to pass on increases in the price of steel scrap or other raw materials and, consequently, any such increases may adversely impact profitability and materially adversely affect us.

Excess U.S. mini-mill capacity may exert upward pressure on the cost of scrap metal and other inputs, which could materially adversely affect us.

Mini-mills, production facilities that produce steel by melting scrap metal in electric arc furnaces, comprise a significant part of our business. The competitiveness of mini-mills relative to integrated mills, production facilities that produce steel from coke and iron ore, is influenced by the cost of scrap, which represents a significant production cost for mini-mills. We currently do not have long term supply contracts for scrap metal. If scrap prices increase significantly without a commensurate increase in finished steel selling prices, the competitive position of mini-mills would be materially adversely affected. We believe that increases in U.S. mini-mill capacity may increase the price paid for scrap and other inputs. There can be no assurances that future increases in the prices paid for scrap and other inputs will not materially adversely affect us.

Our business is highly dependent on the availability and prices of energy. Our profitability could be hurt if energy prices fluctuate significantly or if we are unable to receive sufficient energy inputs on a timely basis.

Our manufacturing processes are also dependent upon adequate supplies of energy such as electricity and natural gas, as steel manufacturing is an energy intensive industry. Any interruption in the supply of energy to us, whether scheduled or unscheduled, could materially adversely affect us. Our electricity agreements in place for the Regina, Montpelier and Mobile Steelworks expire in 2008, 2006 and 2011, respectively. Although the electricity agreement currently in place at the Regina Steelworks provides for a firm supply, the agreements in place for the Montpelier and Mobile Steelworks permit certain interruptions of supply upon notice. Upon the expiration of any of our energy agreements, there can be

8

Risk factors

no assurance that we will be able to enter into a new agreement with our suppliers or others on price and other terms that would enable us to compete effectively. In addition, there can also be no assurance that further outages as a result of “peak shaving” or other disruptions in power supply will not occur at the Montpelier or Mobile Steelworks or our other facilities that could materially adversely affect us.

Moreover, if our variable costs increase disproportionately to our revenues, our earnings will be significantly reduced. As an example of a variable cost, the price of natural gas has been particularly volatile in recent years. Our natural gas prices have changed from an average of $3.48 per MMBtu in 2000 to $5.13 per MMBtu in 2001 to $3.82 per MMBtu in 2002 to $4.98 per MMBtu for the six months ended June 30, 2003. There can be no assurance that further increases in the costs of natural gas and other energy resources will not adversely affect our results of operations, financial condition and cash flows. Furthermore, because the price of our products does not always increase with the cost of our inputs, we may be unable to pass any such higher costs on to our customers.

Additionally, although we attempt to reduce our exposure to fluctuations in the price of natural gas through hedging, our forward contracts for natural gas delivery leave us subject to the risk of declines in the price of natural gas below the fixed prices that we have contracted for, which might result in our paying more for natural gas than our competitors, and the risk that the counterparties to these contracts will not perform.

Diminished barriers to entry could lead to new entrants to the steel industry or the reconstitution of existing participants with more competitive cost structures.

Substantial capital costs to construct steelworks, combined with expensive labor contracts, were traditionally a barrier to entry into the steel industry. Recent events, most notably the emergence of International Steel Group Inc., point to the ability of prospective investors to secure plants and equipment, especially from those in financial distress, for significantly less capital than historically required. Traditional labor contracts may be replaced with more competitive agreements. In addition, new technology may be developed. There is a risk that these changing conditions could lead to new entrants to the steel industry or the reconstitution of existing participants with more competitive cost structures.

Bankruptcy laws and continued government subsidies to North American steel producers have negatively impacted our results.

Continued government subsidies to weaker, inefficient North American producers have hurt our results. Several companies in the United States and Canada, which would otherwise be uncompetitive because of old, inefficient, high cost operations, have remained in business under the protection of bankruptcy laws. In some cases competitors have emerged from bankruptcy or stayed in business only because governments are guaranteeing their debt or paying their obligations for pension and other benefits.

Unexpected equipment failures and other interruptions in our production capabilities may cause fluctuations in our sales and income.

Our manufacturing processes are dependent upon certain critical pieces of steelmaking equipment, such as electric arc furnaces, continuous slab casters and rolling mill equipment, pipemaking, cut-to-length lines, temper mills and shredding equipment, which on occasion may be out of service due to routine scheduled maintenance or as a result of equipment failures. Such interruptions in our production capabilities could result in fluctuations in our sales and income. No assurance can be given that a significant shutdown will not occur in the future or that such a shutdown would not materially adversely affect us.

9

Risk factors

Demand for our products may be insufficient, and we may not be successful in gaining the necessary market share for our facilities to be viable over the longer term.

Since 1996, we have invested approximately $1 billion in our steel production facilities. We will need to achieve and maintain certain levels of sales volume for the various products produced at our facilities in order for them to be economically viable over the longer term. There can be no assurance that the overall market demand for our products will be sufficient in the future or that we will be successful in gaining and maintaining the necessary market share for these products, either of which circumstances could materially adversely affect us.

Current trade practices and significant competition from foreign steel producers may lead to an increase in steel imports into North America, adversely affecting our market share and negatively impacting our sales, margins, profitability and ability to compete effectively.

The North American steel industry has historically faced significant competition from foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign steel producers may be subject to less restrictive regulatory and environmental regimes that could provide a cost advantage relative to North American producers. Some foreign steel producers have continued to sell steel in the North American markets despite decreasing profit margins or losses. If current and future trade cases do not provide relief from such trade practices, relevant U.S. or Canadian protective trade laws are weakened, world demand for steel decreases or the United States or Canadian dollars strengthen against foreign currencies, an increase in the market share of imports into the United States or Canada may occur, which could materially adversely affect us.

Our operations could be materially adversely affected by labor organizing activities or occupational health and safety laws and regulations.

Approximately 44% of our employees are represented by trade unions. The United Steelworkers of America represents members in Regina, Saskatchewan and Calgary, Alberta and the International Association of Bridge, Structural and Ornamental and Reinforcing Ironworkers represents members in Red Deer, Alberta. These unions represent 98% of our unionized labor force. Members of these unions ratified new labor agreements during 2002 that will expire beginning on December 31, 2005. Additionally, certain employees in the United States at our cut-to-length facility in St. Paul, Minnesota are represented by a union. Despite the new labor agreements, there can be no assurance that labor organizing activities at one or more of our facilities will not occur or that any such activities, or any other labor difficulties at our or any other company upon which we are dependent for raw materials, transportation or other services, would not have a material adverse effect on us.

We are subject to, among other things, stringent and comprehensive U.S. and Canadian occupational health and safety laws and regulations. Such laws and regulations may become more stringent and comprehensive and result in modifications to our facilities or practices that could involve additional costs that could materially adversely affect us.

We cannot be assured that the remedies in the “Section 201 case” will be continued for its full three year term or what impact, if any, the remedies will have on us.

The World Trade Organization, or WTO, under the General Agreement on Tariffs and Trade, permits a nation to commence a safeguard action on behalf of a domestic industry that has been injured by substantial surges of imports, unfairly traded or not, and to legally impose tariffs or quotas designed to give the injured domestic producers time to adjust to increased competition. During 2001, the most significant trade action was the initiation in the United States of an investigation under the safeguard provisions of Section 201 of the United States Trade Act of 1974 , or the Section 201 case. During the fourth quarter of 2001, the U.S. International Trade Commission, or the USITC, found that increased

10

Risk factors

levels of imports were injuring the U.S. domestic industry in flat rolled steel, including plate products, all tubular products except oil and gas well casing and tubing, as well as a number of other steel products. Small diameter line pipe was not included in this action as it was already subject to a separate Section 201 finding. The USITC further recommended various remedies including quotas and tariffs of varying severity. In March 2002, President George W. Bush announced the implementation of relief measures in the form of additional tariffs to be applied on a declining scale over the next three years. Canada and Mexico were exempted under provisions of the North American Free Trade Agreement as were a number of developing countries. The USITC is presently conducting a mid-term review of the relief package to determine if it should be rescinded or carried on for the full three-year term as requested by domestic producers. As a result of appeals filed by several countries, a WTO dispute panel has ruled that the Section 201 tariffs are not consistent with U.S. international trade obligations. The U.S. administration plans to appeal the WTO ruling.

Following upon the Section 201 case, Canadian authorities conducted a similar safeguard inquiry in which imports were found to be injuring domestic producers of plate, standard pipe, rebar, cold rolled steel and angle shapes and sections. The Canadian Government is still considering its relief options.

Current trade legislation and regulations intended to limit dumping may be inadequate or expire without being renewed.

Our business has historically been affected by both Canadian and U.S. trade legislation intended to limit “dumping,” a practice employed by certain foreign competitors that have sold steel into the U.S. or Canadian markets at prices below their costs or below prices prevailing in their own domestic markets. Such practices may result in injury to steel companies in Canada or the U.S. in the form of suppressed prices, lost sales, lower profits and reductions in production and employment levels. Although in a number of past cases Canadian and U.S. trade laws have been successfully invoked, they may be inadequate to prevent unfair import pricing practices that individually or collectively could materially adversely affect us.

In 2001, the steel industry commenced a number of cases in which we participated. In Canada, the domestic industry won an anti-dumping case related to hot rolled steel against nine countries and was successful in having a finding against standard pipe renewed for a further five years under the sunset provision of Canadian trade law. In addition, a finding against OCTG casing that had been in place since 1985 was rescinded. In 2002, Canadian authorities continued a plate finding against four countries. Canadian authorities are presently assessing the merits of conducting an investigation into allegations made by the industry in the first quarter of 2003 of dumping of plate by three additional countries. In the United States, in addition to the Section 201 case, there have been a number of sunset hearings of existing findings. The findings related to the bulk of those products and countries have been renewed. In both Canada and the United States, several sunset review proceedings are pending. There can be no assurance that other existing findings will continue to be renewed and the expiry of existing trade sanctions could materially adversely affect us.

We expect that our future pension expenses will increase significantly, and if actuarial assumptions used to determine future pension expenses differ from actual results, our recorded net pension expense, as well as liability and future funding requirements, will be impacted.

We provide retirement benefits for substantially all of our employees under several defined benefit and defined contribution plans. The defined benefit plans provide benefits that are based on a combination of years of service and an amount that is either fixed or based on final earnings. Our policy with regard to the defined benefit plans is to fund the amount that is required by governing legislation. Independent actuaries perform the required calculations to determine pension expense in accordance with Canadian GAAP. Various statistical methods which attempt to anticipate future events are used in calculating the expense and liabilities related to the plans. The actuarial assumptions that we use may differ from actual

11

Risk factors

results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may impact our recorded net pension expense and liability, as well as future funding requirements.

Our future annual pension expenses are expected to increase significantly because of increased service costs attributable to the new labor agreements, increased interest costs on benefit obligations that are escalating and increased amortization of shortfalls in plan asset investment actual losses relative to expected investment returns incurred over the last two years.

Our sales and profitability are subject to significant fluctuations as a result of the cyclical nature of the steel industry and the industries we serve.

The steel industry is highly cyclical in nature and sensitive to general economic conditions. The financial condition and results of operations of companies in the steel industry are generally affected by macroeconomic fluctuations in the U.S., Canadian and global economies. We are particularly sensitive to trends in the oil and gas exploration, oil and gas transmission, construction, heavy equipment and agricultural equipment industries, which are significant markets for our products and are highly cyclical. During the 1990 to 1992 downturn, substantial excess worldwide manufacturing capacity for steel products, combined with a worldwide economic slowdown, resulted in a substantial decrease in the demand for steel products, increased international competition and downward pressure on steel prices. Although demand for steel products recovered and the profitability of the industry improved between 1992 and 1997, in 1998 there was a major crisis in the North American steel industry as imported product began to enter the market at unprecedented levels. Although there were a number of anti-dumping and countervail cases prosecuted against offending nations, the tide was not stemmed. The penetration of imports has continued to affect the industry. In addition, some of our customers were adversely affected by the recent North American and worldwide recession, particularly following the events of September 11, 2001, which has resulted in, and which may in the future result in, defaults in the payment of accounts receivable owing to us. There can be no assurance that future economic conditions will be favorable to the steel industry. Any future economic downturns could materially adversely affect us.

Environmental laws and regulations impose substantial costs and limitations on our operations.

We are subject to a wide range of environmental laws and regulations. Among other things, these requirements regulate wastewater discharges, air emissions, noise control, the use, management and disposal of hazardous and non-hazardous materials and wastes, and the cleanup of contamination. These requirements are complex, changing, and tend to become more stringent over time. There can be no assurance that we have been or will be at all times in complete compliance with all environmental requirements or that we will not incur material environmental costs or liabilities in the future. Violations could result in penalties, or the curtailment or cessation of operations, which could have a material adverse effect on us. We generate certain wastes, such as electric arc furnace dust, that are regulated as hazardous wastes and must be properly disposed of under applicable environmental laws. Environmental laws also impose liability for the cleanup of contaminated properties. Some of our facilities have been in operation for many years and, over such time, the facilities have used materials and disposed of wastes that may require cleanup for which we could be liable. We are currently conducting cleanups at some of our properties. There is no assurance that the cleanup of contamination, including any potential contamination not yet discovered, will not materially adversely affect us.

We have spent, and can be expected to continue to spend, substantial amounts to comply with environmental laws and regulations. Our expenditures for environmental control facilities totaled $2.7 million in 2002. We expect to spend a similar annual amount in 2003 and 2004, however, there can be no assurance that our environmental capital expenditures will not materially increase in the future.

Our Canadian operations could be affected by the Kyoto Protocol, which concerns the reduction of carbon dioxide, methane, and certain other “greenhouse gasses.” Our Regina steelworks will be subject

12

Risk factors

to the “Canada-Wide Standard for Dioxins and Furans” which may require us to purchase additional baghouse (air pollution control) capacity in 2005, at a cost we estimate will be about $7.3 million.

Weakness in the oil and gas industry would result in a reduction in demand for our products, which could materially adversely affect us.

Sales of energy tubular products other than large diameter pipe represented 18%, 18% and 13% of our total sales tonnage in the years 2000, 2001 and 2002, respectively. The oil and gas industry is cyclical and sensitive to, among other things, oil and natural gas prices and weather conditions. Accordingly, our results from operations are affected by these factors. In 2002, the numbers of rigs drilling in both Canada and the United States fell relative to the previous year. There can be no assurance that sales to our oil and gas industry customers will continue at present levels, and any decrease in such sales could materially adversely affect us.

Demand for large diameter pipe tends to vary depending on the existence of large pipeline projects, and if we cannot shift production towards other products during periods in which there is little demand for large diameter pipe, our results could be materially adversely affected.

Sales of large pipe greater than 16 inches in diameter represented 9%, 6% and 5% of our total tons shipped in the years 2000, 2001 and 2002, respectively. The large diameter pipe business is dependent on the existence of large pipeline projects. As a result, the large diameter pipe business tends to experience both periods of high activity and periods in which there are no projects requiring large diameter pipe. In 2002, there were fewer and smaller projects requiring oil or gas transmission pipe. Similarly, if in subsequent periods there are fewer large pipeline projects requiring large diameter pipe, we would again endeavor to shift steel production towards other tubular products, steel mill products or cut-to-length products. There can be no assurance that we will be able to successfully make such shifts, and the failure to make such shifts could materially adversely affect us.

We depend heavily on our senior management, and we may be unable to replace key executives if they leave.

The loss of the services of one or more members of our senior management team or our inability to attract, retain and maintain additional senior management personnel could harm our business, financial condition, results of operations and future prospects. Our operations and prospects depend in large part on the performance of our senior management team, including David Sutherland, our president and chief executive officer. We may not be able to find qualified replacements for any of these individuals if their services are no longer available. We do not have key man insurance on any of these individuals.

We could incur losses due to product liability claims, and we may be unable to maintain product liability insurance at acceptable costs.

We could experience losses from defects or alleged defects in our steel products, thereby subjecting us to claims for damages. We warrant that some of our products are free from certain defects and meet certain manufacturing specifications. No assurance can be given that future product liability claims may not be made against us, and in addition, no assurance can be given that in the future, product liability in excess of such insurance coverage will not be incurred or that we will be able to maintain such insurance with adequate coverage levels and at acceptable costs.

Movements in foreign currency exchange rates could negatively affect our operating results.

We have substantial investments in and operate production facilities in both the United States and Canada and market our products to customers in both countries. As a result, we utilize U.S. and Canadian currencies in various aspects of our business, with the split between U.S. dollar and Canadian dollar denominated sales and expenditures varying from time to time. Additionally, we have indebtedness denominated in both U.S. dollars and Canadian dollars. Fluctuations in the value of the Canadian dollar relative to the U.S. dollar can materially adversely affect us. The impact of changes in the value of the Canadian or United States dollar relative to other currencies may also impact the degree

13

Risk factors

of competition from producers outside Canada and the United States and could materially adversely affect us. During the period January 1, 2002 to September 12, 2003, the exchange rate for one Canadian dollar, expressed in U.S. dollars, ranged from $0.6200 to $0.7492. There can be no assurance that the impact on us of fluctuations in the exchange rate between the Canadian and the U.S. dollars will not be material in the future.

We cannot guarantee that the tax benefits related to net operating loss carry-forwards will be realized before they expire or that they may not have to be written off.

We have accumulated net operating loss carry-forwards, on a tax basis, of $355 million as of December 31, 2002 on our U.S. operations, for which we have recorded future tax benefits. Our ability to realize the future tax benefits is dependent on future profitability. Although 99% of the net operating loss carry-forwards do not begin to expire until 2018, there can be no guarantee that the tax benefits related to these carry-forwards will be realized before they expire. In addition, we may be required to expense these tax benefits if they are determined to be impaired sometime in the future and expensing these tax benefits would reduce our consolidated net worth which is required to be maintained at certain minimum levels pursuant to various agreements governing our existing indebtedness.

Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C., on September 11, 2001, and other acts of violence or war may affect the markets in which we operate, our operations, profitability and cash flow.

Terrorist attacks or other acts of violence or war may negatively affect our operations. There can be no assurance that there will not be further terrorist attacks against the United States or U.S. businesses. These attacks may directly impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks may make the transportation of our products more difficult and more expensive which would adversely affect our operating results. Also as a result of terrorism and other hostilities, the United States has entered into, and may enter into additional, armed conflicts which could have a further impact on our sales, our supply chain, and our ability to deliver product to our customers. The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business. More generally, any of these events could cause consumer confidence and industrial spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in economic recession in the United States or abroad. Any of these occurrences could have a significant impact on our operating results, revenues, costs and cash flow.

RISKS RELATING TO THE NOTES

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations on the notes.

We have substantial indebtedness. As of June 30, 2003, we had $432.7 million of long-term debt, including the current portion. In addition, subject to restrictions in the indenture for the notes and our credit facility, we may incur additional indebtedness. The high level of our indebtedness could have important consequences to you, including the following:

Ø our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

Ø we must use a substantial portion of our cash flow from operations to pay interest and principal on the notes and other indebtedness, which will reduce the funds available to us for other purposes such as capital expenditures;

Ø we have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and

Ø we are more vulnerable to economic downturns and adverse developments in our business.

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Risk factors

We expect to obtain the money to pay our expenses and to pay the principal and interest on the notes, our credit facilities and other debt from cash flow from our operations. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. We cannot be certain that our cash flow will be sufficient to allow us to pay principal and interest on our debt, including the notes, and meet our other obligations. If we do not have enough liquidity, we may be required to refinance all or part of our existing debt, including the notes, sell assets or borrow more money. We cannot guarantee that we will be able to do so on terms acceptable to us, if at all. In addition, the terms of existing or future debt agreements, including our credit facility and the indenture, may restrict us from pursuing any of these alternatives.

The indenture for the notes and the agreements governing our other indebtedness impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

The indenture for the notes and the agreements governing our other indebtedness impose significant operating and financial restrictions on us. These restrictions will limit our ability to take some actions. For more information, see “Description of the Notes.” We cannot assure you that these covenants will not adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable.

Our credit facility matures on March 4, 2005 and we may be unable to obtain an extension of this facility or a new facility on favorable terms or at all.

The final maturity of our unsecured $200.0 million credit agreement is presently scheduled for March 4, 2005. At the time this facility was entered into, our corporate debt ratings from both Standard & Poor’s Rating Services, or S&P, and Dominion Bond Rating Service Limited, or DBRS, were investment grade. Our debt ratings have subsequently been downgraded by both S&P and DBRS, and our rating from S&P is currently below investment grade. Because of the decline in our debt ratings, any extension to this facility or any new facility that we may enter into in the future may be on terms substantially less favorable to us than those provided under our existing facility, which may include less favorable pricing, more restrictive covenants or potentially providing security interests in our assets. The agreements governing our existing indebtedness limit our ability to grant liens securing a credit facility unless such existing indebtedness were to be secured equally and ratably. Consequently, we will have limited ability to grant first priority liens to the lenders under any extension of our existing facility or under any new facility. Furthermore, our existing indebtedness limits, and the indenture governing the notes will limit, the ability of our subsidiaries to guarantee the credit agreement unless such existing indebtedness and the notes are also guaranteed by these subsidiaries. As a result of these factors and uncertainties relating to the perception of potential lenders of the risks of our business and industry described in this section, there can be no assurance that an extension of our existing facility or a new facility will be available to us on favorable terms or at all. If we are unable to obtain an extension of our existing facility or a new facility, we may be unable to obtain alternative sources of financing on acceptable terms to provide us with sufficient liquidity to operate our business and to fulfill our obligations with respect to the notes.

Assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

Not all of our subsidiaries will guarantee the notes. As of June 30, 2003, our non-guarantor subsidiaries held approximately 3% of our consolidated assets, and for the twelve months ended June 30, 2003, these subsidiaries accounted for approximately 10% of our revenues. Additionally, the indenture governing the notes provides that our existing and future subsidiaries will only be required to enter into a guarantee

15

Risk factors

for the notes if they are a guarantor or a co-borrower under our credit facility. Our non-guarantor subsidiaries have no obligations to make payments in respect of the notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available to us as a stockholder. After paying its own creditors, a non-guarantor subsidiary may not have any remaining assets available to satisfy our obligations under the notes.

Certain covenants in the indenture will not be applicable during any period in which the notes are rated investment grade by Moody’s, S&P and DBRS.

The indenture provides that certain covenants will not apply to us during any period in which the notes are rated investment grade by Moody’s, S&P and DBRS. These covenants restrict, among other things, our ability to incur indebtedness, pay dividends or repurchase or redeem stock or subordinated indebtedness, sell assets, make investments, enter into transactions with affiliates, enter into new lines of business and enter into business combinations. There can be no assurance that the notes will ever be rated investment grade, or that if the notes are rated investment grade, that they will be able to maintain such rating. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force, and any such actions that we take while these covenants are suspended will be permitted even if the notes are subsequently downgraded below investment grade. See “Description of the Notes—Certain Covenants.”

We may not be able to satisfy our obligations to holders of the notes which may arise upon a change of control.

Upon the occurrence of a “change of control,” as defined in the indenture, each holder of the notes, upon receipt of an offer that we will be required to make, will have the right to accept the offer and therefore require us to purchase the notes at a price equal to 101% of the principal amount, together with any accrued interest and liquidated damages, if any, to the date of purchase. Our failure to complete such a purchase of notes pursuant to an accepted offer, or to give notice of an offer to purchase the notes would be a default under the indenture, which would in turn be a default under our credit facilities.

If a change of control occurs, we may not have sufficient assets to satisfy all obligations under our credit facility and the indenture. In order to satisfy our obligations, we could seek to refinance the indebtedness under our credit facilities and the notes or obtain a waiver from the lenders or you as a holder of the notes. We cannot assure you that we would be able to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all.

The guarantees may be voided under specific legal circumstances.

The notes are guaranteed by some of our subsidiaries. The guarantees may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of our or one of a guarantor’s unpaid creditors. Under these laws, if a court were to find in such a bankruptcy or reorganization case or lawsuit that, at the time any guarantor issued a guarantee of the notes:

Ø it issued the guarantee to delay, hinder or defraud present or future creditors; or

Ø it received less than reasonably equivalent value or fair consideration for issuing the guarantee at the time it issued the guarantee and:

Ø it was insolvent or rendered insolvent by reason of issuing the guarantee; or

Ø it was engaged, or about to engage, in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital to carry on its business; or

Ø it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,

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Risk factors

then the court could void the obligations under the guarantee, subordinate the guarantee of the notes to that guarantor’s other debt or take other action detrimental to holders of the notes and the guarantees of the notes.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer had occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

Ø the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

Ø it could not pay its debts as they become due.

We cannot be sure as to the standard that a court would use to determine whether or not a guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantees would not be voided or the guarantees would not be subordinated to the guarantors’ other debt. If such a case were to occur, the guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration.

In addition, under federal Canadian bankruptcy law, if certain bankruptcy or insolvency proceedings were initiated by or against a Canadian guarantor within a certain period after any payment by such Canadian guarantor with respect to its guarantee, or if such Canadian guarantor anticipated becoming insolvent at the time of such payment, all or a portion of such payment could be avoided as a fraudulent preference and the recipient of such payment could be required to return such payment.

Because several of our directors and officers reside in Canada, you may not be able to effect service of process upon them or enforce civil liabilities against them under the U.S. federal securities laws.

We are a corporation organized under the laws of Canada and governed by the applicable provincial, territorial and federal laws of Canada. Several of our directors and officers and some of the experts named in this prospectus reside principally in Canada. Consequently, it may be difficult to effect service of process within the United States upon those persons. In addition, there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, our directors and officers or the experts named in this prospectus. For more information, see “Enforceability of Civil Liabilities Against Foreign Persons.”

Use of proceeds

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

We used the net proceeds of the initial offering to repay debt outstanding under our credit facility without reducing the commitments thereunder. The debt under this facility bears interest at spreads over the Canadian prime rate, U.S. base rate, Canadian Bankers’ Acceptances Reference Discount Rate or U.S. dollar LIBOR, and this facility matures on March 4, 2005. We also used a portion of the net proceeds to redeem our 10.58% unsecured notes, which were scheduled to mature on September 1, 2005. We will use the remainder of the net proceeds for general corporate purposes, which may include the redemption of all or part of our Series 1 Preferred Shares which become callable on May 15, 2004. Our Series 1 Preferred Shares accrue dividends at the rate of 5.50% per annum.

17

Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of  June 30, 2003. This table should be read in conjunction with the information under the heading “Use of Proceeds” and our consolidated financial statements and related notes, which are incorporated into this document by reference.

(dollars in thousands)	As of June 30, 2003
Cash and Cash Equivalents	$	86,630
Long-Term Debt (including current portion)(1)
6.94% unsecured notes		20,000
7.32% unsecured notes		85,714
7.80% unsecured Cdn$ notes		74,256
6.00% unsecured notes		14,715
8.11% unsecured notes		28,000
6.875% unsecured notes		10,000
8.75% Senior Notes due 2013		200,000
Total Long-Term Debt		432,685
Shareholders’ Equity
Subordinated notes		104,250
Preferred shares		98,659
Common shareholders’ equity		911,636
Total Shareholders’ Equity		1,114,545
Total Capitalization		1,547,230

(1) We concluded the sale and leaseback of certain Montpelier Steelworks equipment in October 2000 for $150 million. We have options (but are not obligated) to repurchase this equipment in 2007 and again in 2011 for predetermined amounts, and in 2015 for the fair market value of the equipment, subject to a residual value guarantee. This transaction was and is treated as a sale, and subsequent lease payments as operating expenses, for Canadian GAAP purposes. This transaction would have been treated as a financing lease for U.S. GAAP purposes, with no recognition of the disposal of the assets and incurrence of secured debt in the amount of $130.8 million as of June 30, 2003.

18

Selected historical financial data

The following table presents selected historical consolidated statements of operations, financial position and other data for the periods presented and should only be read in conjunction with our audited and unaudited consolidated financial statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in our Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, and our Quarterly Report on Form 6-K for the six month periods ended June 30, 2002 and June 30, 2003, as amended, and incorporated into this document by reference. We report our historical financial statements contained in this prospectus in U.S. dollars and prepare them in accordance with Canadian GAAP. Note 21 to our 2002 historical consolidated financial statements, which are incorporated into this document by reference, summarizes the significant differences between GAAP in Canada and in the United States. The historical financial data for each of the three years in the period ended December 31, 2002 have been derived from our historical audited consolidated financial statements incorporated into this document by reference. The historical financial data for each of the two years in the period ended December 31, 1999 have been derived from our historical audited consolidated financial statements which are not included in this prospectus. The historical financial data as of, and for the six month periods ended June 30, 2002 and 2003, have been derived from our unaudited interim financial statements. Results of operations for an interim period are not necessarily indicative of results for a full year.

	Fiscal Year Ended December 31,															Six Months Ended June 30,
(dollars in thousands, except per share amounts)	1998			1999			2000			2001			2002			2002			2003
Statement of Operations Data (Canadian GAAP):
Sales	$	716,963		$	808,251		$	949,263		$	903,743		$	1,081,709		$	558,718		$	578,079
Cost of sales:
Manufacturing and raw material		552,972			623,615			764,633			770,788			925,343			489,109			512,131
Amortization of capital assets		20,202			29,670			35,257			37,107			51,049			25,479			29,811
		573,174			653,285			799,890			807,895			976,392			514,588			541,942
Gross income		143,789			154,966			149,373			95,848			105,317			44,130			36,137
Selling, research and administration		35,696			46,122			62,076			57,527			55,155			26,562			26,057
Operating income		108,093			108,844			87,297			38,321			50,162			17,568			10,080
Other expenses:
Interest on long-term debt		16,003			19,067			6,934			6,634			23,821			12,243			12,024
Other interest (income) expense, net		(4,493	)		(6,488	)		(800	)		(928	)		174			225			(374	)
Foreign exchange (gain) loss		(712	)		(1,300	)		365			882			938			(443	)		(4,699	)
Gain on sale of assets held for sale		—			—			—			—			(6,464	)		—			—
Litigation settlement (gain)		—			—			—			(39,000	)		—			—			—
Provision for loss on assets held for sale		—			—			—			10,000			—			—			—
Income before income taxes		97,295			97,565			80,798			60,733			31,693			5,543			3,129
Income tax expense (benefit)		23,441			23,283			23,125			21,865			11,414			1,999			2,191
Net income		73,854			74,282			57,673			38,868			20,279			3,544			938
Dividends on preferred shares, including part VI.I tax		748			5,895			5,935			5,692			5,608			2,798			3,033
Interest on subordinated notes, net of income tax		—			133			4,890			5,771			5,771			2,886			2,886
Net income (loss) attributable to common shareholders		73,106			68,254			46,848			27,405			8,900			(2,140	)		(4,981	)

19

Selected historical financial data

	Fiscal Year ended December 31,															Six Months Ended June 30,
	1998			1999			2000			2001			2002			2002			2003
Earnings (loss) per common share:
Basic	$	1.80		$	1.68		$	1.15		$	0.67		$	0.19		$	(0.05	)	$	(0.10	)
Diluted		1.75			1.58			0.91			0.66			0.19			(0.05	)		(0.10	)
Weighted average number of common shares outstanding:
Basic		40,697,121			40,737,559			40,805,619			40,832,218			46,481,854			45,377,714			47,667,487
Diluted		42,314,914			47,095,350			63,356,158			58,906,237			46,893,029			45,377,714			47,667,487
Statement of Operations Data (U.S. GAAP):
Net income (loss)		65,027			69,039			26,981			(40,935	)		38,701			(245	)		(1,011	)
Net income (loss) attributable to common shareholders		64,253			63,144			21,046			(46,627	)		33,093			(3,043	)		(4,044	)
Earnings (loss) per common share:
Basic		1.58			1.55			0.52			(1.14	)		0.71			(0.07	)		(0.08	)
Diluted		1.54			1.45			0.50			(1.14	)		0.66			(0.07	)		(0.08	)
Weighted average number of common shares outstanding:
Basic		40,697,121			40,737,559			40,805,619			40,832,218			46,481,854			45,377,714			47,667,487
Diluted		42,304,621			47,642,755			63,356,158			40,832,218			67,574,499			45,377,714			47,667,487
Ratios:
Canadian GAAP Ratio of earnings to fixed charges(1)		5.19	x		3.88	x		2.06	x		1.43	x		1.30	x		(1	)		(1	)
U.S. GAAP Ratio of earnings to fixed charges(1)		4.79	x		3.62	x		1.24	x		(1	)		1.22	x		(1	)		(1	)
	As of December 31,															As of June 30,
(dollars in thousands, except per share amounts)	1998			1999			2000			2001			2002			2002			2003
Financial Position Data (Canadian GAAP):
Working capital(2)	$	328,445		$	282,525		$	265,353		$	231,199		$	304,812		$	257,231		$	386,094
Total assets		1,262,791			1,472,959			1,619,908			1,724,165			1,744,312			1,697,489			1,870,087
Total debt(3)		287,634			327,701			364,922			442,909			377,588			340,961			432,685
Common shares		254,506			255,657			255,772			256,163			351,311			348,662			351,311
Shareholders’ equity		791,097			879,872			984,634			985,538			1,087,423			1,081,922			1,114,545
Financial Position Data (U.S. GAAP):
Working capital(2)		328,445			282,327			261,724			215,738			300,433			249,818			373,398
Total assets		1,231,160			1,417,788			1,722,667			1,758,550			1,795,523			1,697,293			1,839,300
Total debt(3)		287,634			337,701			614,922			686,504			618,949			581,895			663,516
Common shares		295,239			296,390			296,505			296,896			392,044			390,890			392,044
Shareholders’ equity		756,925			835,026			830,902			754,152			864,724			849,846			892,995

20

Selected historical financial data

	As of December 31,										As of June 30,
	1998		1999		2000		2001		2002		2002		2003
Other: (Canadian and U.S. GAAP):
Number of common shares outstanding at end of period		40,703,436		40,796,436		40,812,936		40,843,536		47,667,487		47,533,337		47,667,487
Dividends declared per common share:
U.S. Dollars	$	0.326	$	0.337	$	0.337	$	0.274	$	0.128	$	0.064	$	0.071
Canadian Dollars		0.500		0.500		0.500		0.425		0.200		0.100		0.100
Dividends declared per preferred share:
U.S. Dollars		0.2291		0.9286		0.9233		0.8894		0.8756		0.4374		0.4746
Canadian Dollars		0.3513		1.3750		1.3750		1.3750		1.3750		0.6875		0.6875

(1) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income (loss) from continuing operations before income taxes plus fixed charges and amortization of capitalized interest, income of equity investments, less interest capitalized and preference security dividends. Under Canadian GAAP, earnings were insufficient to cover fixed charges by $2.3 million and $4.9 million for the six months ended June 30, 2002 and June 30, 2003, respectively. Under U.S. GAAP, earnings were insufficient to cover fixed charges by $19.9 million, $3.9 million and $3.5 million for the year ended December 31, 2001 and for the six months ended June 30, 2002 and June 30, 2003, respectively.

(2) Working capital is defined as current assets minus current liabilities.

(3) Total debt includes long-term debt, installments due within one year on long-term debt and current bank indebtedness. In addition, under U.S. GAAP, total debt includes our subordinated notes and the lease of meltshop and caster equipment at our Montpelier Steelworks. We have options (but are not obligated) to repurchase this equipment in 2007 and again in 2011 for predetermined amounts, and in 2015 for the fair market value of the equipment, subject to a residual value guarantee.

21

Description of the notes

As used below in this “Description of the Notes” section, the “Issuer” means IPSCO Inc., a Canadian corporation, and its successors, but not any of its subsidiaries. The Issuer issued the outstanding 8 ³/4% Senior Notes due 2013 and will issue the new 8 ³/4% Senior Notes due 2013 under an Indenture, dated as of June 18, 2003 (the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”).

Any outstanding notes that remain outstanding after completion of the exchange offer, together with the exchange notes issued in the exchange offer, will be treated as a single class of securities under the Indenture.

Unless otherwise required by context, references in this description to the “Notes” include the outstanding notes issued in a private transaction that was not subject to the registration requirements of the Securities Act and the exchange notes which have been registered under the Securities Act.

The terms of the Notes include those set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. You may obtain a copy of the Indenture from the Issuer at its address set forth elsewhere in this prospectus.

The following is a summary of the material terms and provisions of the Notes. The following summary does not purport to be a complete description of the Notes and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Indenture. You can find definitions of certain terms used in this description under the heading “—Certain Definitions.” All references to “dollars” or “$” in this description are references to U.S. dollars.

PRINCIPAL, MATURITY AND INTEREST

The Notes will mature on June 1, 2013. The Notes bear interest at the rate shown on the cover page of this prospectus, payable on June 1 and December 1 of each year, commencing on December 1, 2003, to Holders of record at the close of business on May 15 or November 15, as the case may be, immediately preceding the relevant interest payment date. Interest on the Notes is computed on the basis of a 360-day year of twelve 30-day months.

The Notes have been issued in registered form, without coupons, and in denominations of $1,000 and integral multiples of $1,000.

An aggregate principal amount of Notes equal to $200.0 million is being issued in this offering. The Issuer may issue additional Notes in an unlimited amount having identical terms and conditions to the Notes being issued in this offering (the “Additional Notes”), subject to compliance with the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness.” Any Additional Notes will be part of the same issue as the Notes being issued in this offering and will vote on all matters as one class with the Notes being issued in this offering. For purposes of this “Description of the Notes,” except for the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness,” references to the Notes include Additional Notes, if any.

ADDITIONAL AMOUNTS

All payments made by the Issuer under or with respect to the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of any Taxing Authority in any jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the

22

Description of the notes

interpretation or administration thereof. If the Issuer is required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction, from any payment made under or with respect to the Notes, the Issuer will make such withholding or deduction and will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) after such withholding or deduction will equal the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any Tax that would not have been imposed, payable or due:

(1) with respect to a Holder with which the Issuer or any Guarantor does not deal on an arm’s length basis within the meaning of the Income Tax Act (Canada) on the date of such payment;

(2) but for the existence of any present or former connection between the Holder and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than the mere holding of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof;

(3) but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice; or

(4) if the presentation of Notes (where presentation is required) for payment has not occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later.

In addition, Additional Amounts will not be payable if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes had been the Holder of the Notes and such beneficial owner would not be entitled to the payment of Additional Amounts by reason of clause (1), (2), (3) or (4) above. In addition, Additional Amounts will not be payable with respect to any Tax which is payable or assessed on a Holder under the laws of the jurisdiction(s) in which: (1) that Holder is incorporated, organized, resident or has a permanent establishment for tax purposes, or (2) that Holder’s office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the income received or receivable by that Holder.

Whenever in the Indenture or in this “Description of the Notes” there is mentioned, in any context, the payment of amounts under or with respect to any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Upon request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

If a Holder has given wire transfer instructions to the Issuer at least ten Business Days prior to the applicable payment date, the Issuer will make all payments on such Holder’s Notes by wire transfer of immediately available funds to the account specified in those instructions. Otherwise, payments on the Notes will be made at the office or agency of the paying agent (the “Paying Agent”) and registrar (the “Registrar”) for the Notes within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

RANKING

The Notes are general unsecured obligations of the Issuer. The Notes rank senior in right of payment to all existing and future obligations of the Issuer that are, by their terms, expressly subordinated in right of

23

Description of the notes

payment to the Notes and pari passu in right of payment with all existing and future unsecured obligations of the Issuer that are not so subordinated. Each Note Guarantee (as defined below) is a general unsecured obligation of the Guarantor thereof and ranks senior in right of payment to all existing and future obligations of such Guarantor that are, by their terms, expressly subordinated in right of payment to such Note Guarantee and pari passu in right of payment with all existing and future unsecured obligations of such Guarantor that are not so subordinated.

The Notes and each Note Guarantee are effectively subordinated to secured Indebtedness of the Issuer and the applicable Guarantor to the extent of the value of the assets securing such Indebtedness.

The Notes are also effectively subordinated to all existing and future obligations, including Indebtedness, of any Subsidiaries of the Issuer that are not Guarantors. Claims of creditors of these Subsidiaries, including trade creditors, generally have priority as to the assets of these Subsidiaries over the claims of the Issuer and the holders of the Issuer’s Indebtedness, including the Notes.

As of June 30, 2003, we had no senior secured indebtedness outstanding under Canadian GAAP. In addition, Cdn$12.5 million was available under a secured revolving credit facility. Also, we have obligations under our Montpelier Slab Caster and Meltshop sale and leaseback arrangements, which would be considered to be secured debt under U.S. GAAP in the amount of $130.8 million. Although the Indenture contains limitations on the amount of additional secured Indebtedness that the Issuer and the Restricted Subsidiaries may incur, under certain circumstances, the amount of this Indebtedness could be substantial. See “—Certain Covenants—Limitations on Additional Indebtedness” and “—Limitations on Liens.”

NOTE GUARANTEES

On the Issue Date, the Issuer’s obligations under the Notes and the Indenture were jointly and severally guaranteed (the “Note Guarantees”) by each Restricted Subsidiary that is a borrower under or has guaranteed Indebtedness under the Credit Agreement.

Not all of our Subsidiaries guaranteed the Notes. Restricted Subsidiaries that are not borrowers or guarantors under the Credit Agreement were not required to execute a Note Guarantee. Unrestricted Subsidiaries are also not Guarantors. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us. The non-guarantor Subsidiaries generated approximately 10% of our revenues for the twelve-month period ended June 30, 2003 and held approximately 3% of our consolidated assets as of June 30, 2003.

As of the date of the Indenture, all of our Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries,” the Issuer will be permitted to designate some of our Subsidiaries as “Unrestricted Subsidiaries.” The effect of designating a Subsidiary as an “Unrestricted Subsidiary” will be:

Ø an Unrestricted Subsidiary will not be subject to many of the restrictive covenants in the Indenture;

Ø a Subsidiary that has previously been a Guarantor and that is designated an Unrestricted Subsidiary will be released from its Note Guarantee; and

Ø the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Issuer for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

24

Description of the notes

The obligations of each Subsidiary Guarantor under its Note Guarantee are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Credit Agreement permitted under clause (1) of “—Certain Covenants—Limitations on Additional Indebtedness”) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similarly impermissible transaction under U.S. federal or state law or Canadian federal or provincial law. Each Subsidiary Guarantor that makes a payment or distribution under its Note Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on adjusted net assets of each Subsidiary Guarantor.

In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, amalgamation, consolidation, plan of arrangement or otherwise, or a sale or other disposition of all of the Equity Interests of any Subsidiary Guarantor then held by the Issuer and the Restricted Subsidiaries, then that Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided that the Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, to the extent required thereby. See “—Certain Covenants—Limitations on Asset Sales.” In addition, the Indenture provides that any Subsidiary Guarantor that is designated as an Unrestricted Subsidiary or that otherwise ceases to be a Subsidiary Guarantor, in each case in accordance with the provisions of the Indenture, will be released from its Note Guarantee upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, as the case may be.

OPTIONAL REDEMPTION

Except as set forth below, the Notes may not be redeemed prior to June 1, 2008. We are not, however, prohibited from acquiring the Notes by means other than a mandatory or optional redemption, whether pursuant to an issuer tender offer, in open market purchases or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture or violate applicable securities laws. At any time on or after June 1, 2008, the Issuer, at its option, may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated:

Year	Optional Redemption Price
2008	104.375
2009	102.916
2010	101.458
2011 and thereafter	100.000	%

Redemption with Proceeds from Equity Offerings

At any time prior to June 1, 2006, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more Qualified Equity Offerings at a redemption price equal to 108.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that (1) at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of

25

Description of the notes

such redemption and (2) the redemption occurs within 180 days of the date of the closing of any such Qualified Equity Offering.

Redemption for Changes in Withholding Taxes

In addition, the Issuer may, at its option, redeem all (but not less than all) of the Notes then outstanding, in each case at 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of redemption, if the Issuer has become obligated to pay any Additional Amounts as a result of change in law (including any regulations promulgated thereunder) or in the interpretation or administration of law.

SELECTION AND NOTICE OF REDEMPTION

In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national security exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part. In addition, if a partial redemption is made pursuant to the provisions described in the second paragraph under “—Optional Redemption—Redemption with Proceeds from Equity Offerings,” selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless that method is otherwise prohibited.

Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the date of redemption to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon cancellation of the original Note. On and after the date of redemption, interest will cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the paying agent for the Notes funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the Indenture.

CHANGE OF CONTROL

Within 30 days following any Change of Control, the Issuer will mail, or caused to be mailed, to the Holders a notice:

(1) describing the transaction or transactions that constitute the Change of Control;

(2) offering to purchase, pursuant to the procedures required by the Indenture and described in the notice (a “Change of Control Offer”), on a date specified in the notice (which shall be a Business Day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for a cash price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase, all Notes properly tendered by such Holder pursuant to such Change of Control Offer; and

(3) describing the procedures that Holders must follow to accept the Change of Control Offer. The Change of Control Offer is required to remain open for at least 20 Business Days or for such longer period as is required by law.

The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the date of purchase.

26

Description of the notes

If a Change of Control Offer is made, there can be no assurance that the Issuer will have available funds sufficient to pay for all or any of the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In addition, we cannot assure you that in the event of a Change of Control the Issuer will be able to obtain the consents necessary to consummate a Change of Control Offer from the lenders under agreements governing outstanding Indebtedness which may prohibit the offer.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Issuer purchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Issuer’s obligation to make a Change of Control Offer will be satisfied if a third party makes the Change of Control Offer in the manner and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

With respect to any disposition of assets, the phrase “all or substantially all” as used in the Indenture (including as set forth under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.” below) varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs the Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer, and therefore it may be unclear as to whether a Change of Control has occurred and whether the Issuer is required to make a Change of Control Offer.

The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-l under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to an accepted Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue of this compliance.

CERTAIN COVENANTS

The Indenture contains, among others, the following covenants:

Limitations on Additional Indebtedness

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Guarantor may incur additional Indebtedness if, after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio would be at least 2.0 to 1.0 (the “Coverage Ratio Exception”).

Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”):

  (1) Indebtedness of the Issuer and any Guarantor under the Credit Agreement in an aggregate amount at any time outstanding not to exceed the greater of (x) the sum of (i) $212.0 million, less (ii) any Indebtedness outstanding under the General Scrap Facilities less (iii) the aggregate amount of Net Available Proceeds applied to repayments under the Credit Agreement in accordance with the covenant described under “—Limitations on Asset Sales,” and (y) 85% of the book value of the accounts receivable plus 60% of the book value of inventory of the Issuer and the Restricted

27

Description of the notes

Subsidiaries, calculated on a consolidated basis and in accordance with GAAP and in the case of each of clause (x) and (y) less the Outstanding Receivables Amount;

  (2) the Notes issued on the Issue Date (and any registered exchange Notes issued in exchange for such Notes) and the Note Guarantees;

  (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (1) and (2) above, and after giving effect to the intended use of proceeds of the Notes);

  (4) Indebtedness under Hedging Obligations; provided that (a) such Hedging Obligations are designed to protect against fluctuations in interest or currency rates or commodity prices and (b) in the case of any Hedging Obligations under clause (1) of the definition thereof, (I) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this covenant, and (II) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the amount of the Indebtedness to which such Hedging Obligations relate;

  (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (5);

  (6) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);

  (7) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Indebtedness under Capitalized Lease Obligations, industrial revenue bonds or mortgage financing incurred by the Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of development of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $25.0 million;

  (8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;

  (9) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(10) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or clauses (12), (13) or (16) below;

(11) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception or another clause in this paragraph;

(12) Indebtedness of the Issuer or any Restricted Subsidiary (including letters of credit) in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, or similar requirements of the Issuer or any Restricted Subsidiary in the ordinary course of business;

(13) customary indemnification, adjustment of purchase price or similar obligations, including title insurance, of the Issuer or any Restricted Subsidiary, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any Restricted Subsidiary (other than

28

Description of the notes

guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition);

(14) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;

(15) Indebtedness evidenced by promissory notes subordinated to the Notes and the Guarantees issued to current or former employees or directors of the Issuer or any Subsidiary (or their respective spouses or estates) in lieu of cash payments for Equity Interests being repurchased from such Persons in an aggregate amount not to exceed $5.0 million at any time outstanding;

(16) Indebtedness of the Issuer or any Restricted Subsidiary to refinance the Montpelier Sale and Leaseback Obligations;

(17) Indebtedness under the General Scrap Facilities in an amount not to exceed $12.0 million;

(18) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $40.0 million at any time outstanding; and

(19) Indebtedness of the Issuer or any Restricted Subsidiary incurred during any Suspension Period.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (19) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer may, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness incurred under the Credit Agreement on the Issue Date shall be deemed to have been incurred under clause (1) above.

The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation.

Limitations on Layering Indebtedness

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Issuer or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the Note Guarantee of such Guarantor, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Limitations on Restricted Payments

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment:

(1) a Default shall have occurred and be continuing or shall occur as a consequence thereof;

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Description of the notes

(2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date (other than Restricted Payments made pursuant to clause (2), (3), (4), (5), (7), (9), (10), (11) or, at any time prior to December 31, 2004, clause (6) of the next paragraph), exceeds the sum (the “Restricted Payments Basket”) of (without duplication):

(a) 50% of Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter commencing after the Issue Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are publicly available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Issuer either (x) as contributions to the common equity of the Issuer after the Issue Date or (y) from the issuance and sale of Qualified Equity Interests after the Issue Date, plus

(c) the aggregate amount by which Indebtedness (other than any Subordinated Indebtedness) incurred by the Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange), plus

(d) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Issue Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the amount received with respect to such Investment less the cost of the disposition of such Investment and net of taxes and (ii) the amount of such Investment that was treated as a Restricted Payment, plus

(e) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary to the extent such Investments reduced the Restricted Payments Basket and were not previously repaid or otherwise reduced.

The foregoing provisions will not prohibit:

  (1) the payment by the Issuer or any Restricted Subsidiary of 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 the Indenture;

  (2) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, any Equity Interests of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;

  (3) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under the “Limitations on Additional Indebtedness” covenant and the other terms of the Indenture;

  (4) the redemption, repurchase or other acquisition of, or the payment of any sums due with respect to, Equity Interests of the Issuer held by officers, directors or employees or former officers,

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Description of the notes

directors or employees (or their transferees, estates or benef 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 $2.0 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 members of management, directors or consultants of the Issuer and its Subsidiaries that occurs after the date of the Indenture (provided that such proceeds have not been included for the purpose of determining whether a previous Restricted Payment was permitted pursuant to the preceding paragraph) plus (b) the cash proceeds of key man life insurance policies received by the Issuer or any Restricted Subsidiaries after the Issue Date;

  (5) 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 repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award;

  (6) the payment of dividends on the First Preferred Shares in accordance with the Issuer’s articles of incorporation as in effect on the Issue Date;

  (7) at any time on or prior to December 31, 2004, the repurchase or redemption of the First Preferred Shares in accordance with the Issuer’s articles of incorporation as in effect on the Issue Date;

  (8) the payment of dividends on the Issuer’s common stock in an amount not to exceed $10.0 million per year;

  (9) Restricted Payments made during any Suspension Period;

(10) the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Common Stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;

(11) payments by the Issuer or any Restricted Subsidiary in respect of Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary; and

(12) Restricted Payments of up to $20.0 million in the aggregate since the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (3), (6), (7), (8), (9), (11) or (12) above, no Default shall have occurred and be continuing or occur as a consequence thereof and (b) no issuance and sale of Qualified Equity Interests pursuant to clause (2) or (3) above shall increase the Restricted Payments Basket.

Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on or in respect of its Equity Interests;

(b) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary; or

(c) transfer any of its assets to the Issuer or any other Restricted Subsidiary;

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Description of the notes

except for:

  (1) encumbrances or restrictions existing under or by reason of applicable law;

  (2) encumbrances or restrictions existing under the Indenture, the Notes and the Note Guarantees;

  (3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;

  (4) encumbrances or restrictions existing under agreements existing on the date of the Indenture (including, without limitation, the Credit Agreement) as in effect on that date;

  (5) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

  (6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under the Indenture to any Person pending the closing of such sale;

  (7) any instrument governing Acquired Indebtedness or any agreement of any Person that was acquired after the Issue Date, in either case, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;

  (8) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive in the aggregate than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date;

  (9) provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(10) Indebtedness incurred in compliance with the covenant described under “—Limitations on Additional Indebtedness” that impose restrictions of the nature described in clause (c) above on the assets acquired;

(11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) above; provided that such amendments or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more materially restrictive in the aggregate with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; and

(12) encumbrances or restrictions incurred or entered into during any Suspension Period.

Limitations on Transactions with Affiliates

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and

(2) the Issuer delivers to the Trustee:

(a) with respect to any Affiliate Transaction involving aggregate value in excess of $10.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above

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Description of the notes

and that sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and

(b) with respect to any Affiliate Transaction involving aggregate value of $20.0 million or more, the certificate described in the preceding clause (a) and a written opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor.

The foregoing restrictions shall not apply to:

(1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;

(2) director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, in each case approved by the Board of Directors;

(3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;

(4) loans and advances permitted by clause (3) of the definition of “Permitted Investments;”

(5) Restricted Payments which are made in accordance with the covenant described under “—Limitations on Restricted Payments;”

(6) any transaction with an Affiliate to the extent involving Qualified Equity Interests;

(7) transactions with suppliers or purchasers for the sale or purchase of goods which are fair to the Issuer and its Restricted Subsidiaries and, in the judgment of the Board of Directors, are on terms at least as favorable as might reasonably have been obtained from an unaffiliated third party;

(8) transactions with a Person that is an Affiliate solely because the Issuer or any Restricted Subsidiary owns Equity Interests in such Person; provided that no Affiliate of the Issuer (other than a Restricted Subsidiary) owns Equity Interests in such Person;

(9) purchases and sales of raw materials or inventory in the ordinary course of business on market terms;

(10) any transaction with an Affiliate entered into during any Suspension Period; or

(11) transactions between the Issuer or any Restricted Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture.

Limitations on Liens

The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien (other than Permitted Liens) against any assets of the Issuer or any Guarantor (including Equity Interests of a Restricted Subsidiary), whether owned at the Issue Date or

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Description of the notes

thereafter acquired, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom, unless contemporaneously therewith:

(1) in the case of any Lien securing an obligation that ranks pari passu with the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and

(2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a Note Guarantee, effective provision is made to secure the Notes or such Note Guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

Limitations on Asset Sales

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(1) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

(2) at least 75% of the total consideration received in such Asset Sale consists of cash or Cash Equivalents.

For purposes of clause (2), the following shall be deemed to be cash:

(a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Issuer or such Restricted Subsidiary that is assumed (expressly or by operation of law) by the transferee in such Asset Sale and with respect to which the Issuer or such Restricted Subsidiary, as the case may be, is no longer liable,

(b) the amount of any obligations received from such transferee that are within 180 days converted by the Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and

(c) the Fair Market Value of any assets received by the Issuer or any Restricted Subsidiary to be used by it in the Permitted Business.

If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this covenant.

If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply all or any of the Net Available Proceeds therefrom to:

(1) satisfy all mandatory repayment obligations under the Credit Agreement arising by reason of such Asset Sale;

(2) repay any Indebtedness which was secured by the assets sold in such Asset Sale;

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Description of the notes

(3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets to be used by the Issuer or any Restricted Subsidiary in the Permitted Business; and/or

(4) in the case of any Restricted Subsidiary that is not a Guarantor, repay Indebtedness of such Restricted Subsidiary.

The amount of Net Available Proceeds not applied or invested as provided in this paragraph will constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds equals or exceeds $20.0 million, the Issuer will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such

Indebtedness with the proceeds from any Asset Sales (or offer to do so), in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows:

(1) the Issuer will (a) make an offer to purchase (a “Net Proceeds Offer”) to all Holders in accordance with the procedures set forth in the Indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds;

(2) the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the Indenture and the redemption price for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

(3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and

(4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes, subject to the provisions of the Indenture.

In the event of the transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with the covenant described under “—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” the successor corporation shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

The Issuer will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Limitations on Asset Sales” provisions of the Indenture, the Issuer shall

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Description of the notes

comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the “Limitations on Asset Sales” provisions of the Indenture by virtue of this compliance.

Limitations on Designation of Unrestricted Subsidiaries

The Issuer may designate any Subsidiary of the Issuer as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default shall have occurred and be continuing after giving effect to such Designation; and

(2) the Issuer would be permitted to make an Investment in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date (and in the case of any Designation occurring during a Suspension Period, the Issuer could make such Investment if such Suspension Period were not then in effect).

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Issuer or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates;

(3) is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to the covenant described under “—Limitations on Restricted Payments.”

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under the covenant described under “—Limitations on Additional Indebtedness” or the Lien is not permitted under the covenant described under “—Limitations on Liens,” the Issuer shall be in default of the applicable covenant.

The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if:

(1) no Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation; and

(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of the Indenture.

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Description of the notes

All Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Issuer, delivered to the Trustee certifying compliance with the foregoing provisions.

Limitations on Sale and Leaseback Transactions

The Issuer will not, and will not permit any Guarantor to enter into any Sale and Leaseback Transaction; provided that the Issuer or any Guarantor may enter into a Sale and Leaseback Transaction if:

(1) the Issuer or such Guarantor could have (a) incurred the Indebtedness attributable to such Sale and Leaseback Transaction pursuant to the covenant described under “—Limitations on Additional Indebtedness” and (b) incurred a Lien on such assets pursuant to the covenant described under  “—Limitations on Liens;” and

(2) the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the Fair Market Value of the asset that is the subject of such Sale and Leaseback Transaction.

Limitations on the Issuance or Sale of Equity Interests of Restricted Subsidiaries

At any time other than during a Suspension Period, the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, sell or issue any shares of Equity Interests of any Restricted Subsidiary except (1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the extent such shares represent directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Wholly-Owned Restricted Subsidiary or (3) to a third party to the extent the Issuer would be permitted to make an Investment in the remaining Equity Interests of such Restricted Subsidiary pursuant to the covenant described under “—Limitations on Restricted Payments.” The sale of all the Equity Interests of any Restricted Subsidiary is permitted by this covenant but is subject to the covenant described under “—Limitations on Asset Sales.”

Limitations on Mergers, Amalgamations, Consolidations, Etc.

The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate, merge or amalgamate with or into (other than a merger, amalgamation or plan of arrangement with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of incorporation to a State of the United States or another province or territory of Canada), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:

(1) either:

(a) the Issuer will be the surviving or continuing Person; or

(b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is organized and existing under the laws of any province or territory of Canada, any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Issuer under the Notes, the Indenture and the Registration Rights Agreement;

(2) at any time other than during a Suspension Period, immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the

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incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and

(3) at any time other than during a Suspension Period, immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.

For purposes of this covenant, any Indebtedness of the Successor that was not Indebtedness of the Issuer immediately prior to the transaction will be deemed to have been incurred in connection with such transaction.

Except as provided in the fifth paragraph under the caption “—Note Guarantees,” no Guarantor may consolidate or amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, unless:

(1) either:

(a) such Guarantor will be the surviving or continuing Person; or

(b) the Person formed by or surviving any such consolidation or merger, amalgamation or plan of arrangement assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Note Guarantee of such Guarantor, the Indenture and the Registration Rights Agreement; and

(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

Upon any consolidation, combination, merger or amalgamation of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under the Indenture, the Notes and the Note Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Guarantor and, except in the case of a conveyance, transfer or lease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Notes, the Indenture and its Note Guarantee, if applicable.

Notwithstanding the foregoing, any Restricted Subsidiary may merge into, consolidate or amalgamate with the Issuer or another Restricted Subsidiary.

Additional Note Guarantees

If, after the Issue Date, any Restricted Subsidiary shall become a guarantor or a borrower under the Credit Agreement, the Issuer shall cause such Restricted Subsidiary to:

(1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the

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Issuer’s obligations under the Notes and the Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and

(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

Conduct of Business

At any time except during a Suspension Period, the Issuer will not, and will not permit any Restricted Subsidiary to, enter into any line of business other than a Permitted Business.

Reports

Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon request to any Holder, within the time periods specified in the SEC’s rules and regulations:

(1) all annual financial information that would be required to be contained in a filing with the SEC on Form 40-F if the Issuer were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and

(2) all quarterly and current reports that would be required to be filed with the SEC on Form 6-K if the Issuer were required to file these reports.

In addition, following the consummation of the exchange offer contemplated by this prospectus, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to prospective investors upon request. The Issuer and the Guarantors have agreed that, for so long as any Notes remain outstanding, the Issuer will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

EVENTS OF DEFAULT

Each of the following is an “Event of Default”:

(1) failure by the Issuer to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;

(2) failure by the Issuer to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;

(3) failure by the Issuer to comply with any of its agreements or covenants described above under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” or in respect of its obligations to make a Change of Control Offer as described above under “—Change of Control;”

(4) failure by the Issuer to comply with any other agreement or covenant in the Indenture (including the requirement to make a Net Proceeds Offer as described above under “—Certain Covenants— Limitations on Asset Sales) and continuance of this failure for 45 days after notice of the failure has been given to the Issuer by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

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(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

(a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period,

(b) results in the acceleration of such Indebtedness prior to its express final maturity or

(c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $15.0 million or more;

(6) one or more final and non-appealable judgments or orders that exceed $15.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;

(7) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it in an involuntary case,

(c) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

(d) makes a general assignment for the benefit of its creditors;

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,

(b) appoints a Custodian of the Issuer or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary, or

(c) orders the liquidation of the Issuer or any Significant Subsidiary,

and the order or decree remains unstayed and in effect for 60 days; or

(9) any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and the Note Guarantee).

If an Event of Default (other than an Event of Default specified in clause (7) or (8) above with respect to the Issuer), shall have occurred and be continuing under the Indenture, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in the Indenture. If an Event of Default

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specified in clause (7) or (8) with respect to the Issuer occurs, all outstanding Notes shall become due and payable without any further action or notice.

The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default in payment with respect to the Notes or a Default in complying with  “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.,” the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders.

No Holder will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless the Trustee:

(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of Notes outstanding;

(2) has been offered indemnity satisfactory to it in its reasonable judgment; and

(3) has not received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of or interest on such Note on or after the due date therefor (after giving effect to the grace period specified in clause (1) of the first paragraph of this “—Events of Default” section).

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and, upon any Officer of the Issuer becoming aware of any Default, a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Notes and the Note Guarantees, and the Indenture shall cease to be of further effect as to all outstanding Notes and Note Guarantees, except as to

(1) rights of Holders to receive payments in respect of the principal of and interest on the Notes when such payments are due from the trust funds referred to below,

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trust, duties, and immunities of the Trustee, and the Issuer’s obligation in connection therewith, and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors released with respect to most of the covenants under the Indenture, except as described otherwise in the Indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default. In the event Covenant Defeasance occurs, certain Events of Default (not including non-payment and, solely for a period of 91 days following the deposit referred to in clause (1) of the next paragraph, bankruptcy, receivership, rehabilitation and insolvency events) will

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no longer apply. Covenant Defeasance will not be effective until such bankruptcy, receivership, rehabilitation and insolvency events no longer apply. The Issuer may exercise its Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the Holders must have a valid, perfected, exclusive security interest in such trust,

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred,

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred,

(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing),

(5) the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound,

(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and

(7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (1) (with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with.

If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of and interest on the Notes when due, then our obligations and the obligations of Guarantors under the Indenture will be revived and no such defeasance will be deemed to have occurred.

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SATISFACTION AND DISCHARGE

The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes, which shall survive until all Notes have been canceled) as to all outstanding Notes when the Issuer has paid all sums payable by it under the Indenture and either

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2) (a) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “—Optional Redemption,” and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, and

(b) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an opinion of counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

TRANSFER AND EXCHANGE

A Holder will be able to register the transfer of or exchange Notes only in accordance with the provisions of the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Issuer, the Registrar is not required (1) to register the transfer of or exchange any Note selected for redemption, (2) to register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or (3) to register the transfer or exchange of a Note between a record date and the next succeeding interest payment date.

The Notes will be issued in registered form and the registered Holder will be treated as the owner of such Note for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the Indenture or the Notes may be amended with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding; provided that:

(a) no such amendment may, without the consent of the Holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Issuer under the heading “—Change of Control” or the related definitions that could adversely affect the rights of any Holder; and

(b) without the consent of each Holder affected, the Issuer and the Trustee may not:

(1) change the maturity of any Note;

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(2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes;

(3) reduce any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes;

(4) make any Note payable in money or currency other than that stated in the Notes;

(5) modify or change any provision of the Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders;

(6) reduce the percentage of Holders necessary to consent to an amendment or waiver to the Indenture or the Notes;

(7) impair the rights of Holders to receive payments of principal of or interest on the Notes;

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or the Indenture, except as permitted by the Indenture; or

(9) make any change in these amendment and waiver provisions.

Notwithstanding the foregoing, the Issuer and the Trustee may amend the Indenture, the Note Guarantees or the Notes without the consent of any Holder, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuer’s obligations to the Holders in the case of a merger or acquisition, to release any Guarantor from any of its obligations under its Note Guarantee or the Indenture (to the extent permitted by the Indenture), to make any change that does not materially adversely affect the rights of any Holder or, in the case of the Indenture, to maintain the qualification of the Indenture under the Trust Indenture Act.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor will have any liability for any obligations of the Issuer under the Notes or the Indenture or of any Guarantor under its Note Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the SEC that this type of waiver is against public policy.

CONCERNING THE TRUSTEE

Wells Fargo Bank Minnesota, N.A. is the Trustee under the Indenture and has been appointed by the Issuer as Registrar and Paying Agent with regard to the Notes. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain assets received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Indenture), it must eliminate such conflict or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that, in case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a

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prudent person in similar circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee.

GOVERNING LAW

The Indenture, the Notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms.

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition.

“Additional Interest” has the meaning set forth in the Registration Rights Agreement.

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify; and “amendment” shall have a correlative meaning.

“asset” means any asset or property.

“Asset Acquisition” means

(1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or

(2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other Person or any division or line of business of any other Person.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Issuer or any Restricted Subsidiary to any Person other than the Issuer or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries other than in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include:

(1) transfers of cash or Cash Equivalents;

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Description of the notes

(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, the covenant described under “—Certain Covenants—Limitations on Mergers, Amalgamations, Consolidations, Etc.;”

(3) Permitted Investments and Restricted Payments permitted under the covenant described under “—Certain Covenants—Limitations on Restricted Payments;”

(4) the creation or realization of any Permitted Lien;

(5) transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries;

(6) sales of accounts receivable of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the Fair Market Value thereof; and

(7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $2.5 million.

“Attributable Indebtedness,” when used with respect to any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the implied rate in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar U.S. federal or state or Canadian federal or provincial law for the relief of debtors.

“Board of Directors” means, with respect to any Person, the board of directors or comparable governing body of such Person.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York or Toronto are authorized or required by law to close.

“Capitalized Lease” means a lease required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means:

(1) marketable obligations with a maturity of 360 days or less issued or directly and fully guaranteed or insured by the United States of America or Canada or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America or Canada is pledged in support thereof);

(2) demand and time deposits and certificates of deposit or acceptances with a maturity of 180 days or less of any U.S. financial institution that is a member of the Federal Reserve System or any bank organized under the laws of Canada having combined capital and surplus and undivided profits of not less than $500 million and, in the case of any such U.S. financial institution, is assigned at least a “B” rating by Thomson Financial BankWatch;

(3) commercial paper maturing no more than 180 days from the date of purchase thereof issued by a corporation that is not the Issuer or an Affiliate of the Issuer, and is organized under the laws of any State of the United States of America or the District of Columbia or Canada or any province or territory thereof and rated at least A-2 by S&P, at least P-2 by Moody’s or R-1(low) by DBRS;

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(4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above; and

(5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above.

“Change of Control” means the occurrence of any of the following events:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the total outstanding Voting Stock of the Issuer;

(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to such Board of Directors or whose nomination for election by the stockholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Issuer;

(3) (a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer consolidates or merges with or into another Person or any Person consolidates or merges with or into the Issuer, in either case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons owning Voting Stock representing in the aggregate a majority of the total voting power of the Voting Stock of the Issuer immediately prior to such consummation do not own Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer or the surviving or transferee Person; or

(4) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer.

“Consolidated Amortization Expense” for any period means the amortization expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Cash Flow” for any period means, without duplication, the sum of the amounts for such period of

(1) Consolidated Net Income, plus

(2) in each case only to the extent deducted in determining Consolidated Net Income and with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary that is not a Guarantor only if a corresponding amount would be permitted at the date of determination to be distributed to the Issuer by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders,

(a) Consolidated Income Tax Expense,

(b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Fixed Charges),

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Description of the notes

(c) Consolidated Depreciation Expense (but only to the extent not included in Consolidated Fixed Charges),

(d) Consolidated Fixed Charges, and

(e) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

in each case determined on a consolidated basis in accordance with GAAP, minus

(3) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period.

“Consolidated Depreciation Expense” for any period means the depreciation expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated Cash Flow during the most recent four consecutive full fiscal quarters for which financial statements are publicly available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Fixed Charges for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1) the incurrence of any Indebtedness or the issuance of any Preferred Stock of the Issuer or any Restricted Subsidiary (and the application of the proceeds therefrom) and any repayment of other Indebtedness or redemption of other Preferred Stock (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(2) any Asset Sale or other disposition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

If the Issuer or any Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Issuer or such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness.

In calculating Consolidated Fixed Charges for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio:

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date;

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Description of the notes

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and

(3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

“Consolidated Fixed Charges” for any period means the sum, without duplication, of the total interest expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and shall also include, without duplication,

(1) imputed interest on Capitalized Lease Obligations, obligations under conditional sale and other title retention programs and Attributable Indebtedness,

(2) commissions and discounts owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,

(3) the net costs associated with Hedging Obligations of the type described in clause (1) of the definition thereof,

(4) amortization of debt issuance costs and debt discount or premium,

(5) the interest portion of any deferred payment obligations,

(6) all other non-cash interest expense,

(7) capitalized interest,

(8) the product of (a) all dividend payments on any series of Preferred Stock of the Issuer or any Restricted Subsidiary (other than any such Preferred Stock held by the Issuer or a Wholly-Owned Restricted Subsidiary), to the extent not deductible or creditable for tax purposes multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, foreign, state, provincial and local statutory tax rate of the Issuer and the Restricted Subsidiaries, expressed as a decimal,

(9) all interest payable with respect to discontinued operations,

(10) all interest on any Indebtedness of any other Person guaranteed by the Issuer or any Restricted Subsidiary but solely to the extent such Person is in default under such Indebtedness or such interest is currently payable by the Issuer or any Restricted Subsidiary, and

(11) all interest payable with respect to any Indebtedness (other than any such Indebtedness held by the Issuer or a Wholly-Owned Restricted Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the type described in this definition shall be excluded from Consolidated Fixed Charges to the extent paid in shares of the Issuer’s common stock.

“Consolidated Income Tax Expense” for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” for any period means the net income (or loss) of the Issuer and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP;

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Description of the notes

provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Wholly-Owned Restricted Subsidiaries during such period;

(2) except to the extent includible in the consolidated net income of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such Person are acquired by the Issuer or any Restricted Subsidiary;

(3) the net income of any Restricted Subsidiary that is not a Guarantor during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period, except that the Issuer’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;

(4) for the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the Issuer by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;

(5) other than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary or (b) any asset sale by the Issuer or any Restricted Subsidiary; and

(6) other than for purposes of calculating the Restricted Payments Basket, any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Issuer or any Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph under “—Certain Covenants—Limitations on Restricted Payments” or decreased the amount of Investments outstanding pursuant to clause (12) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket.

“Coverage Ratio Exception” has the meaning set forth in the proviso in the first paragraph of the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness.”

“Credit Agreement” means the Amended and Restated Revolving Credit Agreement dated as of October 13, 2000 by and among the Issuer and the Guarantors, as borrowers, The Toronto-Dominion Bank, as agent, and the other lenders named therein, and one or more other debt facilities of the Issuer and/or the Guarantors, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement or agreements, and

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Description of the notes

any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DBRS” means Dominion Bond Rating Service Limited, and its successors.

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of time or both, would be an Event of Default.

“Designation” has the meaning given to this term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Designation Amount” has the meaning given to this term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“Disqualified Equity Interests” of any Person means any Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that is not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Equity Interests if the change in control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under “—Change of Control” and such Equity Interests specifically provides that the Issuer will not redeem any such Equity Interests pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions described under “—Change of Control.”

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is determined in good faith by the Board of Directors of the Issuer or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee.

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Description of the notes

“First Preferred Shares” means the Issuer’s 6,000,000 Cdn$25.00 original liquidation value, first preferred shares Series 1 issued and outstanding on the date hereof.

“GAAP” means generally accepted accounting principles in Canada, as in effect from time to time.

“guarantee” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “guarantee,” when used as a verb, and “guaranteed” have correlative meanings.

“General Scrap Facilities” means one or more debt facilities of General Scrap Partnership or any of its Subsidiaries, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement or agreements, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders.

“Guarantors” means each Restricted Subsidiary of the Issuer on the Issue Date that is a borrower under or has executed a guarantee of Indebtedness under the Credit Agreement, and each other Person that is required to become a Guarantor by the terms of the Indenture after the Issue Date, in each case, until such Person is released from its Note Guarantee.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) foreign exchange contracts, currency swap agreements or other similar agreement or arrangement, or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Holder” means any registered holder, from time to time, of the Notes.

“incur” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or, indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness.

“Indebtedness” of any Person at any date means, without duplication:

(1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof);

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);

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Description of the notes

(4) all obligations of such Person to pay the deferred and unpaid purchase price of assets;

(5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person;

(6) all Capitalized Lease Obligations of such Person;

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis;

(9) all Attributable Indebtedness;

(10) all Hedging Obligations of such Person; and

(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

For the avoidance of doubt, “Indebtedness” of any Person shall not include:

(i) current trade payables incurred in the ordinary course of business and payable in accordance with customary practices;

(ii) deferred tax obligations;

(iii) minority interest;

(iv) uncapitalized interest;

(v) non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business; and

(vi) obligations of the Issuer or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of inventory at a time in the future entered into in the ordinary course of business.

Any Indebtedness which is incurred at a discount to the principal amount at maturity thereof shall be deemed to have been incurred at the discounted principal amount at maturity thereof based on the implied rate in the transaction. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured. For purposes of clause (5), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to the Indenture.

“Independent Director” means a director of the Issuer who

(1) has no financial interest in the transaction at issue;

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Description of the notes

(2) does not have any material financial interest in the Issuer or any of its Affiliates (other than as a result of holding securities of the Issuer); and

(3) has not and whose Affiliates have not, at any time during the twelve months prior to the taking of any action hereunder, received, or entered into any understanding or agreement to receive, any compensation, payment or other benefit from the Issuer or any of its Affiliates, other than directors’ fees for serving on the Board of Directors of the Issuer or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Issuer’s or Affiliate’s board and board committee meetings.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Issuer’s Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Issuer and its Affiliates.

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes.

“Investment Grade” designates a rating of BBB- or higher by S&P, Baa3 or higher by Moody’s or BBB(low) by DBRS or the equivalent of such ratings by S&P, Moody’s or DBRS. In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used.

“Investments” of any Person means:

(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person;

(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;

(3) all other items that would be classified as investments (including purchases of assets outside the ordinary course of business) on a balance sheet of such Person prepared in accordance with GAAP; and

(4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.” If the Issuer or any Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined by the Board of Directors. The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in the third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in the third Person. Notwithstanding the foregoing, purchases or redemptions of Equity Interests or debt instruments of the Issuer or any wholly-owned Subsidiary shall be deemed not to be Investments.

“Issue Date” means the date on which the Notes are originally issued.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or

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Description of the notes

nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases).

“Montpelier Sale and Leaseback Obligations” means the obligations of IPSCO Steel, Inc. to make payments pursuant to the Equipment Lease, dated as of October 13, 2000 between State Street Bank and Trust Company of Connecticut, National Association (in its capacity as trustee under IPSCO Statutory Trust No. 2000-1), as lessor, IPSCO Steel Inc., as lessee, as in effect on the Issue Date and as amended after the Issue Date in any manner that does not materially increase the obligations thereunder.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Available Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of

(1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;

(2) provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

(3) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;

(4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and

(5) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers’ Certificate delivered to the Trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds;

provided, that the term “Net Available Proceeds” shall not include the proceeds of any Asset Sale entered into during any Suspension Period.

“Non-Recourse Debt” means Indebtedness of an Unrestricted Subsidiary:

(1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of the Issuer or any Restricted Subsidiary.

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Description of the notes

“Obligation” means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means any of the following of the Issuer: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” means a certificate signed by two Officers.

“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor that ranks pari passu as to payment with the Notes or the Note Guarantees, as applicable.

“Permitted Business” means the businesses engaged in by the Issuer and its Subsidiaries on the Issue Date as described in this prospectus and businesses that are reasonably related thereto or constitute reasonable extensions thereof.

“Permitted Investment” means:

(1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) in any Person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Issuer or a Restricted Subsidiary;

(2) Investments in the Issuer by any Restricted Subsidiary;

(3) loans and advances to directors, employees and officers of the Issuer and the Restricted Subsidiaries for bona fide business purposes not in excess of $5.0 million at any one time outstanding;

(4) Hedging Obligations incurred pursuant to clause (4) of the second paragraph under the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness;”

(5) Cash Equivalents;

(6) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(7) Investments in securities of trade creditors or customers received pursuant to any plan of compromise, arrangement or reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(8) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with the covenant described under “—Certain Covenants—Limitations on Asset Sales;”

(9) lease, utility and other similar deposits in the ordinary course of business;

(10) Investments made by the Issuer or a Restricted Subsidiary for consideration consisting only of Qualified Equity Interests of the Issuer;

(11) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

(12) Investments in joint ventures in an aggregate amount not to exceed $35.0 million at any one time outstanding;

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Description of the notes

(13) any Investment by the Issuer or a Restricted Subsidiary of the Issuer in a Securitization Entity; provided that such Investment is in the form of a Purchase Money Note or an equity interest or interests in accounts receivable generated by the Issuer or any of its Restricted Subsidiaries; and

(14) Investments in an aggregate amount not to exceed $30.0 million at any one time outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value).

The amount of Investments outstanding at any time shall be deemed to be reduced:

(a) upon the disposition or repayment of or return on any Investment, by an amount equal to the return of capital with respect to such Investment to the Issuer or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and

(b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding.

“Permitted Liens” means the following types of Liens:

(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Issuer or the Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(2) Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, repairmen’s and other like Liens;

(3) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(4) 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;

(5) judgment Liens not giving rise to a Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(6) easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property or immaterial imperfections of title which do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

(7) 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;

(8) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff;

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Description of the notes

(9) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Issuer or any Restricted Subsidiary, 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;

(10) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer or any Restricted Subsidiary;

(11) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(12) Liens securing all of the Notes and Liens securing any Note Guarantee;

(13) Liens existing on the Issue Date securing Indebtedness outstanding on the Issue Date;

(14) Liens in favor of the Issuer or any Restricted Subsidiary;

(15) Liens on accounts receivables, inventory, books, records, supporting obligations and contracts and other rights related thereto securing Indebtedness under the Credit Agreement;

(16) Liens securing Purchase Money Indebtedness and Liens securing Capitalized Lease Obligations to the extent such Liens do not extend to any property or assets other than the property or assets acquired after the Issue Date;

(17) Liens securing Acquired Indebtedness permitted to be incurred under the Indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;

(18) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Issuer or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

(19) Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens referred to in this definition; provided that in each case such Liens do not extend to any additional assets (other than improvements thereon and replacements thereof);

(20) Liens to secure Attributable Indebtedness (including, without limitation, Liens securing the Montpelier Sale and Leaseback Obligations) and/or that are incurred pursuant to the covenant described under “—Certain Covenants—Limitations on Sale and Leaseback Transactions;” provided that any such Lien shall not extend to or cover any assets of the Issuer or any Restricted Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred;

(21) Liens existing on the Issue Date;

(22) Liens on accounts receivable, inventory, books, records and supporting obligations, contracts and other rights related thereto and Cash Equivalents securing Hedging Obligations incurred in compliance with clause (4) of the covenant described under “—Certain Covenants—Limitations on Additional Indebtedness;”

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Description of the notes

(23) 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;

(24) 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 UCC;

(25) Liens occurring solely by the filing of a UCC statement, which filing has not been consented to by the Issuer or any Restricted Subsidiary;

(26) any obligations or duties affecting any property of the Issuer or any Restricted Subsidiary 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;

(27) undetermined or inchoate Liens arising in the ordinary course of business which have not at such time been filed pursuant to Law against the Person or which relate to obligations not due or delinquent;

(28) Liens affecting real property of the Person 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 Person, such Liens do not materially interfere with the use of such real property by the Person;

(29) Liens affecting real property of the Person 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;

(30) 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;

(31) 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;

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

(33) 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;

(34) Liens arising or that may be deemed to arise on accounts receivable, books, records and contracts, supporting obligations and other rights related thereto in favor of a Securitization Entity arising in connection with a Qualified Securitization Transaction; and

(35) Liens incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary with respect to obligations (other than Indebtedness) that do not in the aggregate exceed $10.0 million at any one time outstanding.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

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Description of the notes

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to holders of Equity Interests of such Person.

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other preferred or preferrence equity interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

“principal” means, with respect to the Notes, the principal of, and premium, if any, on the Notes.

“Purchase Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Issuer or any Restricted Subsidiary or the cost of installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost plus the amount of fees and expenses associated with such purchase and the financing thereof, (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and (3) such Indebtedness shall be incurred within 90 days after such acquisition of such asset by the Issuer or such Restricted Subsidiary or such installation, construction or improvement.

“Purchase Money Note” means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any if its Restricted Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Equity Interests” means Equity Interests of the Issuer other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of the Issuer or financed, directly or indirectly, using funds (1) borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by the Issuer or any Subsidiary of the Issuer (including, without limitation, in respect of any employee stock ownership or benefit plan).

“Qualified Equity Offering” means the issuance and sale of Qualified Equity Interests of the Issuer to any Person who is not, prior to such issuance and sale, an Affiliate of the Issuer.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any Restricted Subsidiary or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any Restricted Subsidiary which arose in the ordinary course of business of the Issuer or such Restricted Subsidiary, and any assets related thereto, including, books, records, and supporting obligations, contracts and other rights relating thereto which are customarily

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Description of the notes

transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided that the sum (the “Outstanding Receivables Amount”) of (i) the aggregate uncollected balances of the receivables so transferred (the “Transferred Receivables”) plus (ii) the aggregate amount of all collections on Transferred Receivables theretofore received by the seller but not yet remitted to the purchaser, in each case, at the date of determination, would not exceed $212.0 million

“Rating Agencies” means:

(a) S&P;

(b) Moody’s;

(c) DBRS; or

(d) if one or more of S&P, Moody’s or DBRS shall not make a rating of the Notes publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for S&P, Moody’s or DBRS, as the case may be.

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning; provided that this definition shall not apply for purposes of “—Optional Redemption.”

“Redesignation” has the meaning given to such term in the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries.”

“refinance” means to refinance, repay, prepay, replace, renew or refund.

“Refinancing Indebtedness” means Indebtedness of the Issuer or a Restricted Subsidiary issued in exchange for, or the net proceeds from the issuance and sale or disbursement of which are used substantially concurrently to redeem or refinance in whole or in part, or constituting an amendment of, any Indebtedness of the Issuer or any Restricted Subsidiary (the “Refinanced Indebtedness”) in an amount not in excess of the amount of the Refinanced Indebtedness so repaid or amended plus costs and expenses associated therewith (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for subsequent borrowings, with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement); provided that:

(1) the Refinancing Indebtedness is the obligation of the same Person as that of the Refinanced Indebtedness;

(2) if the Refinanced Indebtedness was subordinated to or pari passu with the Notes or the Note Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinate in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the Notes or the Note Guarantees, as the case may be;

(3) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes;

(4) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; and

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Description of the notes

(5) the Refinancing Indebtedness is secured only to the extent, if at all, and by the assets, that the Refinanced Indebtedness being repaid or amended is secured.

“Restricted Payment” means any of the following:

(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Issuer or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities a such) of Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Issuer or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;

(2) the redemption of any Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer but excluding any such Equity Interests held by the Issuer or any Restricted Subsidiary;

(3) any Investment other than a Permitted Investment; or

(4) any redemption prior to 91 days before the scheduled maturity or prior to 91 days before any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness.

“Restricted Payments Basket” has the meaning given to such term in the first paragraph of the covenant described under “—Certain Covenants—Limitations on Restricted Payments.”

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transactions” means with respect to any Person an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such asset.

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary’s Certificate” means a certificate signed by the Secretary of the Issuer.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securitization Entity” means any Unrestricted Subsidiary of the Company or any other corporation, trust or entity that is exclusively engaged in Qualified Securitization Transactions and activities relating directly thereto.

“Significant Subsidiary” means (1) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7) or (8) under “—Events of Default” has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

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Description of the notes

“Subordinated Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary that is subordinated in right of payment to the Notes or the Note Guarantees, respectively.

“Subsidiary” means, with respect to any Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.

“Suspension Period” means any period in which the Notes are rated Investment Grade by all three Rating Agencies and no Default or Event of Default has occurred and is continuing under the Indenture.

“Tax” shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing Authority” shall mean any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Unrestricted Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with the covenant described under “—Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries” and (2) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct non-callable obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Issuer or through one or more Wholly-Owned Restricted Subsidiaries.

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Description of the notes

BOOK-ENTRY, DELIVERY AND FORM OF NOTES

The notes will be represented by one or more global notes (the “Global Notes”) in definitive form. The Global Notes will be deposited on the Issue Date with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the “Global Note Holder”). DTC will maintain the notes in denominations of $1,000 and integral multiples thereof through its book-entry facilities.

DTC has advised the Company as follows:

DTC is a limited-purpose trust company that was created to hold securities for its participating organizations, including the Euroclear System and Clearstream Banking, Société Anònyme, Luxembourg (collectively, the “Participants” or the “Depositary’s Participants”), and to facilitate the clearance and settlement of transactions in these securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary’s Participants include securities brokers and dealers (including the Initial Purchasers), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants” or the “Depositary’s Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Depositary’s Participants or the Depositary’s Indirect Participants. Pursuant to procedures established by DTC, ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the Depositary’s Participants) and the records of the Depositary’s Participants (with respect to the interests of the Depositary’s Indirect Participants).

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

So long as the Global Note Holder is the registered owner of any notes, the Global Note Holder will be considered the sole holder of outstanding notes represented by such Global Notes under the Indenture. Except as provided below, owners of notes will not be entitled to have notes registered in their names and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the Trustee thereunder. None of the Issuer, the Guarantors or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to such notes.

Payments in respect of the principal of, premium, if any, and interest on any notes registered in the name of a Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee may treat the persons in whose names any notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the Issuer nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of notes (including principal, premium, if any, and interest). The Issuer believes, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective beneficial interests in the relevant security as shown on the records of DTC. Payments by the Depositary’s Participants and the Depositary’s Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practice and will be the responsibility of the Depositary’s Participants or the Depositary’s Indirect Participants.

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Description of the notes

Subject to certain conditions, any person having a beneficial interest in the Global Notes may, upon request to the Trustee and confirmation of such beneficial interest by the Depositary or its Participants or Indirect Participants, exchange such beneficial interest for notes in definitive form. Upon any such issuance, the Trustee is required to register such notes in the name of and cause the same to be delivered to, such person or persons (or the nominee of any thereof). Such notes would be issued in fully registered form and would be subject to the legal requirements described in this prospectus. In addition, if (1) the Issuer notifies the Trustee in writing that DTC is no longer willing or able to act as a depositary and the Issuer is unable to locate a qualified successor within 90 days or (2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of notes in definitive form under the Indenture, then, upon surrender by the relevant Global Note Holder of its Global Note, notes in such form will be issued to each person that such Global Note Holder and DTC identifies as being the beneficial owner of the related notes.

Neither the Issuer nor the Trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of notes and the Issuer and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.

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The exchange offer

EXCHANGE OFFER AND REGISTRATION RIGHTS

We entered into a registration rights agreement in connection with the initial offering (the “Registration Rights Agreement”), pursuant to which we agreed, for the benefit of the holders of the outstanding notes, to file with the SEC within 90 days following the issue date of the outstanding notes a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act relating to an exchange offer pursuant to which notes substantially identical to the outstanding notes (except that such notes will not contain terms with respect to the special interest payments described below or transfer restrictions) and representing the same indebtedness as the outstanding notes, the exchange notes, will be offered in exchange for the then outstanding notes tendered at the option of the holders thereof.

We have agreed to cause the Exchange Offer Registration Statement to be declared effective by the SEC within 150 days following the issue date of the outstanding notes. We have further agreed to complete the exchange offer within 180 days following the issue date of the outstanding notes, to hold the offer open for at least 20 business days and to exchange the exchange notes for all outstanding notes validly tendered and not withdrawn before the expiration of the offer.

Under existing SEC interpretations, the exchange notes would in general be freely transferable after the exchange offer without further registration under the Securities Act, except that broker-dealers (“Participating Broker-Dealers”) receiving exchange notes in the exchange offer will be subject to a prospectus delivery requirement with respect to sales of those exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to the exchange notes (other than a resale of an unsold allotment form the original sale of the notes) by delivery of the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Rights Agreement, we will be required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such exchange notes. The Exchange Offer Registration Statement will be kept effective as long as necessary after the exchange offer has been consummated in order to permit resales of exchange notes acquired by broker-dealers in after-market transactions. Each holder of notes (other than certain specified holders) who wishes to exchange such notes for exchange notes in the exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business, that at the time of the commencement of the exchange offer it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes and that it is not us or an affiliate of ours.

SHELF REGISTRATION

If:

(1) the existing SEC interpretations are changed such that we cannot effect the exchange offer or the exchange offer is not for any reason consummated within 180 days following the issue date of the notes; or

(2) the initial purchasers so request under certain circumstances; or

(3) the exchange offer is not available to any holder of the notes,

we will, in lieu of (or, in the case of clause (2), in addition to) effecting registration of exchange notes, use our commercially reasonable best efforts to cause a registration statement under the Securities Act relating to a shelf registration of the outstanding notes for resale by holders or, in the case of clause (2), of the outstanding notes held by the initial purchasers for resale by the initial purchasers (the “Shelf

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The exchange offer

Registration”) to become effective and to remain effective until two years following the issue date of the notes or such shorter period that will terminate when all the securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

We will, in the event of a Shelf Registration, provide to the holder or holders of the applicable notes copies of the prospectus that is a part of the registration statement filed in connection with the Shelf Registration, notify such holder or holders when the Shelf Registration for the applicable notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable notes. A holder of outstanding notes that sells such notes pursuant to the Shelf Registration generally would be required to be named as a selling security-holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations).

LIQUIDATED DAMAGES

The interest rate borne by the notes increases by 0.25% per year if:

Ø the Exchange Offer Registration Statement (or the shelf registration statement) has not been filed with the SEC 90 days after the issue date of the outstanding notes;

Ø the Exchange Offer Registration Statement (or the shelf registration statement) is not declared effective in the United States within 150 days after the issue date of the outstanding notes;

Ø the exchange offer (or shelf registration) in the United States is not completed within 180 days after the issue date of the outstanding notes; or

Ø any registration statement required by the Registration Rights Agreement is filed and declared effective but then ceases to be effective (except as specifically permitted in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective (these first bullets constitute “Registration Defaults”).

The amount of additional interest will increase by an additional 0.25% per year on the first day of each subsequent 90-day period until the Registration Default described in any of the bullet points above has been cured. The maximum aggregate amount of increase from the original interest rate under these provisions is 1.0% per year over the annual interest rate shown on the cover of this prospectus.

If we are required to pay additional interest, we will pay it to you in cash on the same dates that we make other interest payments on the exchange notes until we correct the Registration Default.

On the date on which all such Registration Defaults have been cured, the interest rate on the exchange notes will revert to the interest rate originally borne by the exchange notes (as shown on the cover of this prospectus).

We have not undertaken to file a prospectus in any province or territory of Canada to qualify the distribution of the exchange notes. A holder of notes in a Canadian province and to whom the exchange notes may not be distributed on an exempt basis may not receive exchange notes upon a consummation of the exchange offer.

The description in this prospectus of some of the provisions of the Registration Rights Agreement is a summary only. We urge you to read all the provisions of the Registration Rights Agreement, a copy of which is available from us upon request, because it, and not this summary, defines your rights.

The outstanding notes and the exchange notes will be considered collectively to be a single class for all purposes under the notes indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase notes, and for purposes of the provisions described under the caption

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“Description of the Notes” all references therein to “notes” shall be deemed to refer collectively to notes and any exchange notes, unless the context otherwise requires.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

(1) the exchange notes bear a different CUSIP Number from the outstanding notes;

(2) the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

(3) the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture.

As of the date of this prospectus, $200,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on                     , 2003 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

Holders of outstanding notes do not have any appraisal or dissenters’ rights under Canadian law or the indenture relating to the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “—Fees and Expenses.”

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EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term “expiration date” will mean 5:00 p.m., New York City time, on             , 2003, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will make a press release or other public announcement, notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under  “—Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision. Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders.

INTEREST ON THE EXCHANGE NOTES

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on December 1, 2003. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on each June 1 and December 1, commencing on December 1, 2003.

PROCEDURES FOR TENDERING

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading “The Exchange Offer.”

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The tender by a holder and our acceptance thereof will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in

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the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:

(A) the tender is made through a member firm of the Medallion System;

(B) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and

(C) the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

WITHDRAWAL OF TENDERS

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

(1) specify the name of the person having deposited the outstanding notes to be withdrawn;

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(2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

(3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

(4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

CONDITIONS

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:

(1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we reasonably believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or

(2) any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we reasonably believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or

3) any governmental approval has not been obtained, which approval we reasonably believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

If we determine in our sole discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see  “—Withdrawal of Tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

EXCHANGE AGENT

Wells Fargo Bank Minnesota, N.A. has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of

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transmittal and requests for Notice of Guaranteed Delivery should be directed to the exchange agent addressed as follows:

By Registered/Certified Mail:	MAC # N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517
By Standard Mail or Overnight Courier:	MAC # N9303-121 Corporate Trust Operations 6th & Marquette Avenue Minneapolis, MN 55479
In Person by Hand Only:	608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402
Facsimile Transmission:	(612) 667-2160
To Confirm Receipt of Facsimile by Telephone:	(612) 667-0266
For Information or to Request Additional Copies/Notice of Guaranteed Delivery:	(800) 344-5128

Delivery to an address other than set forth above will not constitute a valid delivery.

FEES AND EXPENSES

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

ACCOUNTING TREATMENT

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:

(1) to us upon redemption thereof or otherwise;

(2) so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within

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the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

(3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

(4) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

RESALE OF THE EXCHANGE NOTES

With respect to resales of exchange notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

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Material U.S. income tax considerations

The following discussion addresses the material U.S. federal income tax considerations relating to the exchange offer. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the applicable treasury regulations promulgated or proposed under the Code, judicial authority and current administrative rulings and practice. All of these authorities may change without notice, possibly on a retroactive basis. This summary deals only with holders that will hold notes as capital assets within the meaning of Section 1221 of the Code. It does not address tax considerations applicable to investors that may be subject to special tax rules, such as banks and other financial institutions; tax-exempt organizations; insurance companies; traders or dealers in securities or currencies; custodians, nominees or similar financial intermediaries holding notes for others; or persons that will hold notes as a position in a hedging transaction, straddle or conversion transaction for tax purposes. This summary does not discuss the tax consequences of any conversion of currency into or out of the U.S. dollar as such a conversion relates to the purchase, ownership or disposition of the notes. We have not sought any ruling from the Internal Revenue Service (IRS) with respect to the statements made and the conclusions reached in the following summary. There can be no assurance that the IRS will agree with such statements and conclusions.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

The exchange of outstanding notes for the exchange notes pursuant to the exchange offer should not constitute a taxable event for U.S. federal income tax purposes.

Certain Canadian federal income tax considerations

The following is, as of the date hereof, a summary of the material Canadian federal income tax considerations generally applicable to a holder of exchange notes who acquires the exchange notes pursuant to this prospectus. This summary applies to a holder of exchange notes who, for purposes of the Income Tax Act (Canada) (the “Act”) at all relevant times, is not and is not deemed to be resident in Canada, holds notes as capital property, deals at arm’s length with IPSCO Inc. and does not use or hold and is not deemed to use or hold the exchange notes in carrying on business in Canada and, in the case of an insurer, will not carry on an insurance business in Canada with which the exchange notes are effectively connected or in respect of which the exchange notes would be designated insurance property for purposes of the Act (a “Non-Resident Holder”).

This summary is based on the provisions of the Act in force on the date hereof, the regulations thereunder and IPSCO Inc.’s understanding of the current published administrative practices and policies of the Canada Customs and Revenue Agency (“CCRA”) all in effect as of the date hereof. This summary also takes into account all specific proposals to amend the Act and the regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof and assumes that all such proposals will be enacted substantially as proposed. However, no assurance can be given that such proposals will be enacted as proposed, or at all. Except for such proposals, this summary does not take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or any changes in the administrative practices or policies of the CCRA. This summary does not take into account tax legislation or considerations of any province or territory of Canada or of any jurisdiction other than Canada.

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This summary is of a general nature only and is not intended to be, and should not be interpreted as, legal or tax advice to any particular holder of exchange notes. Accordingly, you should consult your own tax advisor with respect to the Canadian and other tax considerations relevant to you, having regard to your individual circumstances.

The exchange of outstanding notes for the exchange notes pursuant to the exchange offer should not constitute a taxable event for purposes of the Act. Accordingly, a Non-Resident Holder will not be subject to tax under the Act in respect of such exchange.

The Payment by IPSCO Inc. of interest, principal or premium on the exchange notes to a Non-Resident Holder with whom IPSCO Inc. deals at arm’s-length within the meaning of the Act at the time of making the payment will be exempt from Canadian withholding tax. For the purposes of the Act, related persons (as therein defined) are deemed not to deal at arm’s length and it is a question of fact whether persons not related to each other deal at arm’s length.

No other taxes on income (including taxable capital gains) will be payable in respect of the holding, redemption or disposition of the exchange notes by a Non-Resident Holder.

Plan of distribution

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the date on which the Exchange Offer Registration Statement is declared effective, or such longer period if extended pursuant to the Registration Rights Agreement, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the date on which the Exchange Offer Registration Statement is declared effective, or such longer period if extended pursuant to the Registration Rights Agreement, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

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Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we are required to file a shelf registration statement with respect to the outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of the shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

Legal matters

The validity of the exchange notes and the guarantees and other legal matters will be passed upon for us by Kirkland & Ellis LLP, Chicago, Illinois, Burr & Forman LLP, Birmingham Alabama and George H. Valentine, Esq., Vice President, General Counsel and Corporate Secretary of IPSCO Inc.

Experts

The consolidated financial statements of IPSCO Inc. appearing in IPSCO Inc.’s Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, have been audited by Ernst & Young LLP independent auditors, as stated in their report appearing therein, and incorporated into this document by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Where you can find more information

We are a foreign private issuer as defined in Rule 405 of the Securities Act. As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations and, with respect to the purchases and sales of our securities, our officers, directors and principal shareholders are exempt from the reporting and “short swing” profits recovery provisions contained in Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. As a Canadian public company, we file information such as periodic reports and financial information with the Canadian Securities Administrators that may be accessed at www.sedar.com, which website may also be accessed through our website at www.ipsco.com. Our common shares and preferred shares are listed on the Toronto Stock Exchange, and you may inspect such information at the offices of the Toronto Stock Exchange, 2 First Canadian Place, Toronto, Ontario M5X 1J2 Canada.

Our common shares are also listed on The New York Stock Exchange, and you may inspect our SEC filings at the offices of The New York Stock Exchange, 20 Broad Street, New York, New York 10005. You may read and copy this information at the Public Reference Room of the SEC, 450 Fifth Street,

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Where you can find more information

N.W., Washington, D.C. 20549. You may also obtain copies of all or any part of such material by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. For more information about the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports and other information about issuers who file electronically with the SEC. The Internet address of the site is http://www.sec.gov. Some, but not all, of our publicly filed information is available through the SEC’s web site. We are not incorporating the contents of the website of the SEC or any other person into this document. We are only providing information about how you may obtain certain documents that are incorporated into this document by reference at these websites.

This prospectus forms part of the registration statement filed by IPSCO Inc. and the other guarantors with the SEC under the Securities Act of 1933, as amended. This prospectus omits certain of the information contained in the registration statement in accordance with the rules and regulations of the SEC.

In the notes indenture we agreed that, whether or not we are required to do so by the rules and regulations of the Securities and Exchange Commission, or SEC, for so long as any of the notes remain outstanding, we will furnish the trustee and the holders of the notes:

Ø all quarterly, annual and other financial information that would be required to be contained in a submission to the SEC on Forms 40-F and 6-K if we were required to file or furnish such forms; and

Ø with respect to our annual financial information only, a report on the information by our independent accountants.

Incorporation of certain documents by reference

The SEC allows us to “incorporate by reference” information into this prospectus, which means important information may be disclosed to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC.

IPSCO Inc. has filed with the SEC, pursuant to the Exchange Act, an Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, and Reports on Form 6-K (First Quarter Report and Interim MD&A and Second Quarter Report and Interim MD&A and amendment thereto) filed  June 2, 2003, July 31, 2003 and September 15, 2003, which are hereby incorporated by reference in and made a part of this prospectus. Statements contained in any such documents as to the contents of any contract or other document referred to therein are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed with the SEC, each such statement being qualified in all respects by such reference.

Reports and other information filed by us with the SEC following the date hereof and prior to the termination of the exchange offer, including Annual Reports of IPSCO Inc. on Form 40-F and Reports on Form 6-K that indicate on the cover pages thereof that they are to be incorporated into one or more registration statements of IPSCO Inc., shall be deemed to be incorporated by reference herein. Statements contained in this document as to the contents of any contract or other document referred to in such document are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed with the SEC, each such statement being qualified in all respects by such reference.

We will provide to you upon written or oral request, without charge, a copy of any and all of the information incorporated by reference in this prospectus (excluding exhibits to such information unless such exhibits are specifically incorporated by reference therein). Requests for copies of such information relating to IPSCO Inc. should be directed to IPSCO Inc., 650 Warrenville Road, Suite 500, Lisle, Illinois 60532, telephone: (630) 810-4800, Attn: Robert Ratliff, Vice President and Chief Financial Officer.

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PROSPECTUS

            , 2003

IPSCO Inc.

Exchange Offer for

$200,000,000

8 ³/4% Senior Notes due 2013

PART II:    INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20:    Indemnification of Directors and Officers.

The following is a summary of the statutes, charter and bylaw provisions or other arrangements under which the Registrants’ directors and officers are insured or indemnified against liability in their capacities as such. All of the directors and officers of the Registrants are covered by insurance policies maintained and held in effect against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act of 1933.

Registrants Incorporated Under Canadian Law

IPSCO Inc., IPSCO Ontario Inc., IPSCO Recycling Inc. and IPSCO Saskatchewan Inc. are incorporated under the laws of Canada. Under the Canada Business Corporations Act, or the CBCA, a corporation may indemnify a present or former director or officer of such corporation or a person who acts or acted at the corporation’s request as a director or officer of another corporation of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been a director or officer of such corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of a civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation if he was substantially successful on the merits in his defense of the action or proceeding and fulfilled the conditions set forth above.

In accordance with the CBCA, the bylaws of these corporations provide that the respective corporation must indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, or a person who undertakes or has undertaken any liability on behalf of the corporation or any such body corporate, and such director or officer’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by such director or officer in respect of any civil, criminal or administrative action or proceeding to which such director or officer has been made a party by reason of being or having been a director or officer of the corporation or such body corporate if (1) such director or officer acted honestly and in good faith with a view to the corporation’s best interests, and (2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such director or officer had reasonable grounds for believing that his or her conduct was lawful.

The bylaws also provide that the respective corporation must indemnify any such director or officer who fulfills the conditions contained in (1) and (2) above and who has been substantially successful on the merits in the defense of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the corporation or a body corporate, against all costs, charges and expenses reasonably incurred by such person in connection with the defense of such action or proceeding.

Registrants Incorporated Under Delaware Law

IPSCO Minnesota Inc., IPSCO Tubulars Inc., IPSCO Texas Inc., IPSCO Investments Inc., IPSCO Steel Inc. and IPSCO Enterprises Inc. are incorporated under the laws of the State of Delaware. Section 145 of

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the General Corporation Law of the State of Delaware (the “Delaware Statute”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), other than an action by or in the right of such corporation, by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise (an “indemnified capacity”). The indemnity may include expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. Section 145 of the Delaware Statute further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against him and incurred by him in any indemnified capacity, or arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him under the Delaware Statute. The articles of incorporation and/or by-laws of these corporations generally provide that the respective corporation shall, in certain instances and to the fullest extent permitted by Delaware Statute, indemnify each person who is or was made a party or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses, judgments, fines and amounts paid in settlement.

Registrants Organized Under Alabama Law

IPSCO Steel (Alabama) Inc. is incorporated under the laws of the State of Alabama. As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama Business Corporation Act, Article XII of the bylaws of IPSCO Steel (Alabama) Inc. provides for indemnification of directors, officers and employees in certain instances. The provisions of Article XII of the bylaws of this corporation generally provide that the corporation shall indemnify each person who is or was made a party or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses, judgments, fines and amounts paid in settlement.

IPSCO Steel (Alabama) is also the general partner (the “General Partner”) of IPSCO Alabama Ltd., a limited partnership formed in accordance with the laws of the State of Alabama and The Alabama Limited Partnership Act of 1997, as amended or replaced from time to time. The provisions of Article 7.15 of the limited partnership agreement generally provide that the partnership shall, in certain instances, indemnify and hold harmless the General Partner, its officers, directors, partners, agents and employees from and against any losses (other than loss of profits), expenses claims or liability incurred by any of them arising out of any claims based upon any acts performed or omitted to be performed in connection with the business of the partnership, including costs, expenses and solicitor’s fees expended in the settlement or defense of any such claims.

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Item 21.    Exhibits and Financial Statement Schedules.

(a) Exhibits.

The attached Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules.

The requisite financial statement schedule and auditors’ report thereon are being filed as  Exhibit 99.4 hereto.

Item 22.    Undertakings.

(a) The undersigned registrant hereby undertakes:

(1)    to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officer or controlling person of the registrant in the

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successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue

(c) The registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be a part of this registration statement as of the time it was declared effective.

(2)    For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d)    The undersigned hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in sub-paragraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e)    The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BURTON M. JOYCE         Burton M. Joyce	Chairman of the Board of Directors	September 15, 2003
/S/    DAVID SUTHERLAND         David Sutherland	Director, President and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    MICHAEL A. GRANDIN         Michael A. Grandin	Director	September 15, 2003
/S/    JUANITA H. HINSHAW         Juanita H. Hinshaw	Director	September 15, 2003

/S/    JACK D. MICHAELS         Jack D. Michaels	Director	September 15, 2003
/S/    BERNARD MICHEL         Bernard Michel	Director	September 15, 2003
/S/    ALLAN S. OLSON         Allan S. Olson	Director	September 15, 2003
/S/    ARTHUR R. PRICE         Arthur R. Price	Director	September 15, 2003
/S/    RICHARD G. SIM         Richard G. Sim	Director	September 15, 2003
/S/    ROGER E. TETRAULT         Roger E. Tetrault	Director	September 15, 2003
/S/    GORDON THIESSEN, O.C.         Gordon Thiessen, O.C.	Director	September 12, 2003
/S/    D. MURRAY WALLACE         D. Murray Wallace	Director	September 15, 2003
/S/    JOHN B. ZAOZIRNY, Q.C.         John B. Zaozirny, Q.C.	Director	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO STEEL (ALABAMA) INC.
By:	/S/ GEORGE H. VALENTINE
	George H. Valentine Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director and Vice President	September 15, 2003
/S/    RAYMOND RAREY         Raymond Rarey	Director and Vice President	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO ALABAMA LTD.
By:	IPSCO STEEL (ALABAMA) INC, its general partner
By:	/S/  GEORGE H. VALENTINE
	George H. Valentine       Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director and Vice President	September 15, 2003
/S/    RAYMOND RAREY         Raymond Rarey	Director and Vice President	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO MINNESOTA INC.
By:	/S/  GEORGE H. VALENTINE
	George H. Valentine       Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JOSEPH RUSSO         Joseph Russo	President (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director and Vice President	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO TUBULARS INC.
By:	/S/  GEORGE H. VALENTINE
	George H. Valentine       Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JOHN TULLOCH         John Tulloch	Chairman of the Board of Directors	September 15, 2003
/S/    DAVID SUTHERLAND         David Sutherland	Vice Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO TEXAS INC.
By:	/S/  GEORGE H. VALENTINE
	George H. Valentine       Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JOSEPH RUSSO         Joseph Russo	President (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    DAVID SUTHERLAND         David Sutherland	Director	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO ONTARIO INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director, Vice President and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    ROBERT EISNER         Robert Eisner	Director and Assistant Treasurer	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO RECYCLING INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    ROBERT RATLIFF         Robert Ratliff	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT EISNER         Robert Eisner	Director, Vice President and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO INVESTMENTS INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine
	Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND                 David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director, President and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO SASKATCHEWAN INC.
By:	/S/    ROBERT RATLIFF
	Robert Ratliff Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JOHN TULLOCH         John Tulloch	Chairman of the Board of Directors	September 15, 2003
/S/    DAVID SUTHERLAND         David Sutherland	Vice Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Vice President (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO STEEL INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director and Treasurer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director and Vice President	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lisle, State of Illinois, on the 15th day of September, 2003.

IPSCO ENTERPRISES INC.
By:	/S/    GEORGE H. VALENTINE
	George H. Valentine Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George H. Valentine his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    DAVID SUTHERLAND         David Sutherland	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	September 15, 2003
/S/    ROBERT RATLIFF         Robert Ratliff	Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	September 15, 2003
/S/    GREG MAINDONALD         Greg Maindonald	Director and Vice President	September 15, 2003
/S/    GEORGE H. VALENTINE         George H. Valentine	Authorized Representative in the United States	September 15, 2003

Exhibit Index

Exhibit No.	Description
1.1	Purchase Agreement, dated June 13, 2003, by and among IPSCO Inc., UBS Securities LLC, RBC Dominion Securities Corporation, TD Securities (USA) Inc., CIBC World Markets Corp., ABN AMRO Incorporated, Wells Fargo Securities, LLC and the Guarantors thereto
4.1	Registration Rights Agreement, dated as of June 18, 2003, by and among IPSCO Inc., UBS Securities LLC, RBC Dominion Securities Corporation, TD Securities (USA) Inc., CIBC World Markets Corp., ABN AMRO Incorporated, Wells Fargo Securities, LLC and the Guarantors thereto
4.2	Indenture, dated as of June 18, 2003, by and among IPSCO Inc., the Guarantors thereto and Wells Fargo Bank Minnesota, N.A., as Trustee, relating to the issuance of the 8 3/4% Senior Notes
5.1	Opinion of Kirkland & Ellis LLP regarding the validity of the securities offered hereby
5.2	Opinion of George H. Valentine, Esq., Vice President, General Counsel and Corporate Secretary of IPSCO Inc.
5.3	Opinion of Burr & Forman LLP
12.1	Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.3	Consent of George H. Valentine, Esq., Vice President, General Counsel and Corporate Secretary of IPSCO Inc. (included in Exhibit 5.2)
23.4	Consent of Burr & Forman LLP (included in Exhibit 5.3)
24.1	Powers of Attorney (included in Part II of the Registration Statement)
25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank Minnesota, N.A.
99.1	Form of Letter of Transmittal
99.2	Form of Tender Instructions
99.3	Form of Notice of Guaranteed Delivery
99.4	Financial statement schedule and auditors’ report thereon

EX-1.1

                                                                     Exhibit 1.1

                                   IPSCO INC.
                                   ----------

                    $200,000,000 8 3/4% Senior Notes due 2013
                    -----------------------------------------

                               PURCHASE AGREEMENT
                               ------------------

June 13, 2003

UBS SECURITIES LLC
RBC DOMINION SECURITIES CORPORATION
ABN AMRO INCORPORATED
CIBC WORLD MARKETS CORP.
TD SECURITIES (USA) INC.
WELLS FARGO SECURITIES, LLC
c/o UBS SECURITIES LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

          IPSCO Inc., a Canadian corporation (the "Company"), and each of the
Guarantors (as defined herein), agree with you as follows:

          1.   Issuance of Notes. The Company proposes to issue and sell to UBS
Securities LLC, RBC Dominion Securities Corporation, ABN AMRO Incorporated, CIBC
World Markets Corp., TD Securities (USA) Inc. and Wells Fargo Securities LLC
(the "Initial Purchasers") $200,000,000 aggregate principal amount of 8 3/4%
Senior Notes due 2013 (the "Original Notes"). The Original Notes will be issued
pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as
defined herein), by and among the Company, the Guarantors and Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"). The Company's obligations under the
Original Notes will be unconditionally guaranteed (the "Guarantees") on an
unsecured senior basis by the guarantors listed on Schedule I hereto
(collectively, the "Guarantors" and, together with the Company, the "Issuers").
All references herein to the Original Notes include the related Guarantees,
unless the context otherwise requires. Capitalized terms used but not otherwise
defined herein shall have the meanings given to such terms in the Indenture.

          The Original Notes will be offered and sold to the Initial Purchasers
pursuant to an exemption from the registration requirements under the Securities
Act of 1933, as amended (the "Act"). The Issuers have prepared a preliminary
offering memorandum, dated May 30, 2003 (including, with respect to sales in
Canadian provinces (the provinces in which sales are made being referred to
collectively as the "Relevant Provinces"), the preliminary



                                      -2-

Canadian offering memorandum dated May 30, 2003) (the "Preliminary Offering
Memorandum"), and a final offering memorandum (including, with respect to sales
in the Relevant Provinces, the final Canadian offering memorandum dated June 13,
2003) and available for distribution on the date hereof (the "Offering
Memorandum") relating to the Company, the Guarantors and the Original Notes.

          The Initial Purchasers have advised the Company that the Initial
Purchasers intend, as soon as they deem practicable after this Purchase
Agreement (this "Agreement") has been executed and delivered, to resell (the
"Exempt Resales") the Original Notes purchased by the Initial Purchasers under
this Agreement in private sales exempt from registration under the Act, and
without the filing of a prospectus with any Securities Commission in Canada or
similar regulatory authority ("Canadian Securities Regulator") under the
securities legislation of any province of Canada (collectively, the "Canadian
Securities Laws"), in reliance upon exemptions from the prospectus requirements
of the applicable Canadian Securities Laws, on the terms set forth in the
Offering Memorandum, as amended or supplemented, solely to (i) persons whom the
Initial Purchasers reasonably believe to be "qualified institutional buyers," as
defined in Rule 144A under the Act ("QIBs"), (ii) other eligible purchasers
pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Act, and (iii) persons in Canada and to
residents of Canada, in transactions which are exempt from the prospectus
requirements of applicable Canadian Securities Laws; the persons specified in
clauses (i), (ii) and (iii) are sometimes collectively referred to herein as the
"Eligible Purchasers."

          Upon issuance of the Original Notes and until such time as the same is
no longer required under the applicable requirements of the Act, the Original
Notes shall bear the legend relating thereto set forth under "Notice to
Investors" in the Offering Memorandum.

          Holders (including subsequent transferees) of the Original Notes will
have the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement") to be dated the Closing Date in form and
substance reasonably satisfactory to the Initial Purchasers and conforming to
the description thereof in the Offering Memorandum, for so long as such Original
Notes constitute "Registrable Notes" (as defined in the Registration Rights
Agreement). Pursuant to the Registration Rights Agreement, the Issuers will
agree to (i) file with the Securities and Exchange Commission (the "Commission")
under the circumstances set forth in the Registration Rights Agreement, (a) a
registration statement under the Act (the "Exchange Offer Registration
Statement") relating to a new issue of debt securities (collectively, with the
Private Exchange Notes (as defined in the Registration Rights Agreement), the
"Exchange Notes" and, together with the Original Notes, the "Notes," which term
includes the guarantees related thereto) to be offered in exchange for the
Original Notes (the "Exchange Offer") and issued under the Indenture and
representing the same continuing indebtedness as the Original Notes and/or (b)
under certain circumstances set forth in the Registration Rights Agreement, a
shelf registration statement pursuant to Rule 415 under the Act



                                       -3-

(the "Shelf Registration Statement" and, together with the Exchange Offer
Registration Statement, the "Registration Statements") relating to the resale by
certain holders of the Original Notes, and (ii) to use their reasonable best
efforts to cause such Registration Statements to be declared effective. This
Agreement, the Notes, the Indenture and the Registration Rights Agreement are
hereinafter sometimes referred to collectively as the "Note Documents."

          The Original Notes are being offered and sold by the Company in order
to apply the proceeds therefrom in the manner set forth in the Offering
Memorandum.

          The offering of the Original Notes and the use of proceeds therefrom
in the manner set forth in the Offering Memorandum on the Closing Date (as
defined below) are collectively referred to as the "Transactions."

          2.   Agreements to Sell and Purchase. On the basis of the
representations, warranties and covenants contained in this Agreement, and
subject to the terms and conditions contained in this Agreement, the Issuers
agree to issue and sell to the Initial Purchasers, and the Initial Purchasers
agree to purchase from the Issuers, the aggregate principal amount of the
Original Notes set forth opposite their respective names in Schedule III hereto.
The Purchase price for the Original Notes shall be 97.75% of their principal
amount.

          3.   Delivery and Payment. Delivery of, and payment of the purchase
price for, the Original Notes shall be made at 10:00 a.m., New York City time,
on June 18, 2003 (such date and time, the "Closing Date") at the offices of
Cahill Gordon & Reindel LLP at 80 Pine Street, New York, New York 10005. The
Closing Date and the location of delivery of and the form of payment for the
Original Notes may be varied by mutual agreement between the Initial Purchasers
and the Company.

          One or more of the Original Notes in global form registered in such
names as the Initial Purchasers may request upon at least one business day's
notice prior to the Closing Date and having an aggregate principal amount
corresponding to the aggregate principal amount of the Original Notes shall be
delivered by the Company to the Initial Purchasers (or as the Initial Purchasers
direct), against payment by the Initial Purchasers of the purchase price
therefor by means of transfer of immediately available funds to such account or
accounts specified by the Company in accordance with its obligations under
Section 4(g) hereof on or prior to the Closing Date, or by such means as the
parties hereto shall agree prior to the Closing Date.

          4.   Agreements of the Issuers. The Issuers, jointly and severally,
convenant and agree with the Initial purchasers as follows:

          (a)  To furnish the Initial Purchasers and those persons identified by
     the Initial Purchasers, without charge, with as many copies of the
     Preliminary Offering



                                      -4-

     Memorandum and the Offering Memorandum, and any amendments or supplements
     thereto, as the Initial Purchasers may reasonably request. The Issuers
     consent to the use of the Preliminary Offering Memorandum and the Offering
     Memorandum, and any amendments and supplements thereto required pursuant to
     this Agreement, by the Initial Purchasers in connection with Exempt
     Resales.

          (b)  Not to amend or supplement the Offering Memorandum prior to
     completion of the initial distribution of the Original Notes unless the
     Initial Purchasers shall previously have been advised of, and shall not
     have objected to, such amendment or supplement within a reasonable time.

          (c)  If, prior to completion of the initial distribution of the
     Original Notes, any event shall occur that, in the judgment of the Issuers
     or in the judgment of counsel to the Initial Purchasers, makes any
     statement of a material fact in the Offering Memorandum, as then amended or
     supplemented, untrue or that requires the making of any additions to or
     changes in the Offering Memorandum in order to make the statements in the
     Offering Memorandum, as then amended or supplemented, in the light of the
     circumstances under which they are made, not misleading, or if it is
     necessary to amend or supplement the Offering Memorandum to comply with all
     applicable laws, the Issuers shall promptly notify the Initial Purchasers
     of such event and prepare an appropriate amendment or supplement to the
     Offering Memorandum so that (i) the statements in the Offering Memorandum,
     as amended or supplemented, will, in the light of the circumstances at the
     time that the Offering Memorandum is delivered to prospective Eligible
     Purchasers, not be misleading and (ii) the Offering Memorandum will comply
     with all applicable laws.

          (d)  To cooperate with the Initial Purchasers and counsel to the
     Initial Purchasers in connection with the qualification or registration of
     the Original Notes under the securities laws of such jurisdictions as the
     Initial Purchasers may request and to continue such qualification in effect
     so long as required for the Exempt Resales. Not-withstanding the foregoing,
     no Issuer shall be required to qualify as a foreign corporation in any
     jurisdiction in which it is not so qualified or to file a general consent
     to service of process in any such jurisdiction or subject itself to
     taxation in excess of a nominal dollar amount in any such jurisdiction
     where it is not then so subject.

          (e)  To advise the Initial Purchasers promptly and, if requested by
     the Initial Purchasers, to confirm such advice in writing, of the issuance
     by any securities commission of any stop order suspending the qualification
     or exemption from qualification of any of the Original Notes for offering
     or sale in any jurisdiction, or the initiation of any proceeding for such
     purpose by any securities commission or any other regulatory authority. The
     Issuers shall use their reasonable best efforts to prevent the issuance of
     any stop order or order suspending the qualification or exemption of any of
     the Origi-



                                      -5-

     nal Notes under any securities laws, and if at any time any securities
     commission or any other regulatory authority shall issue an order
     suspending the qualification or exemption of any of the Original Notes
     under any securities laws, the Issuers shall use their reasonable best
     efforts to obtain the withdrawal or lifting of such order at the earliest
     possible time.

          (f)  Whether or not the transactions contemplated by this Agreement
     are consummated or this Agreement becomes effective or is terminated other
     than by reason of default by the Initial Purchasers, to pay all costs,
     expenses, fees, disbursements (including fees, expenses and disbursements
     of counsel to the Issuers) reasonably incurred and stamp, documentary or
     similar taxes incident to and in connection with (i) the preparation,
     printing and distribution of the Preliminary Offering Memorandum and the
     Offering Memorandum (including, without limitation, financial statements)
     and all amendments and supplements thereto, (ii) all expenses (including
     the expenses for the jet used for transportation of management of the
     Company and the Initial Purchasers in connection with such meetings) of the
     Issuers in connection with any meetings with prospective investors in the
     Original Notes, (iii) the preparation, notarization (if necessary) and
     delivery of the Note Documents and all other agreements, memoranda,
     correspondence and documents prepared and delivered in connection with this
     Agreement and with the Exempt Resales, (iv) the issuance, transfer and
     delivery by the Company and the Guarantors of the Original Notes and the
     Guarantees, respectively, to the Initial Purchasers, (v) the qualification
     or registration of the Notes for offer and sale under the securities laws
     of the several states of the United States or provinces of Canada
     (including, without limitation, the cost of printing and mailing
     preliminary and final Blue Sky or legal investment memoranda and fees and
     disbursements of counsel (including local counsel) to the Initial
     Purchasers relating thereto, such fees and expenses limited to $5,000 other
     than in connection with preparation of the Canadian offering document),
     (vi) the furnishing of such copies of the Preliminary Offering Memorandum
     and the Offering Memorandum, and all amendments and supplements thereto, as
     may be reasonably requested for use in connection with Exempt Resales,
     (vii) the preparation of certificates for the Notes, (viii) the application
     for quotation of the Notes in The Portal Market ("Portal") market of the
     National Association of Securities Dealers, Inc. ("NASD"), including, but
     not limited to, all listing fees and expenses, (ix) the approval of the
     Notes by The Depository Trust Company ("DTC") for "book-entry" transfer,
     (x) the rating of the Notes by rating agencies, (xi) the fees and expenses
     of the Trustee and its counsel and (xii) the performance by the Issuers of
     their other obligations under the Note Documents. In addition, if the
     transactions contemplated by this agreement are not consummated or this
     agreement is terminated other than by reason of a default by the Initial
     Purchasers, the Issuer shall pay the fees, expenses and disbursements of
     counsel to the Initial Purchasers.



                                       -6-

          (g)  To use the proceeds from the sale of the Original Notes in the
     manner described in the Offering Memorandum under the caption "Use of
     Proceeds."

          (h)  To do and perform all things required to be done and performed
     under this Agreement by them prior to or after the Closing Date and to
     satisfy all conditions precedent on their part to the delivery of the
     Original Notes.

          (i)  Not to, and not to permit any of their subsidiaries to, sell,
     offer for sale or solicit offers to buy any security (as defined in the
     Act) that would be integrated with the sale of the Original Notes in a
     manner that would require the registration under the Act of the sale of the
     Original Notes to the Initial Purchasers or any Eligible Purchasers.

          (j)  Not to permit any Issuer to, and to use their reasonable best
     efforts to cause their other affiliates (as defined in Rule 144 under the
     Act) not to, resell any of the Original Notes that have been reacquired by
     any of them.

          (k)  Not to engage, not to allow any of their subsidiaries to engage,
     and to use their reasonable best efforts to cause their other affiliates
     and any person acting on their behalf (other than, in any case, the Initial
     Purchasers and any of their affiliates, as to whom the Issuers make no
     covenant) not to engage, in any form of general solicitation or general
     advertising (within the meaning of Regulation D under the Act) in
     connection with any offer or sale of the Original Notes in the United
     States or in any Province of Canada (the "Canadian Provinces") prior to
     the effectiveness of a registration statement with respect to the Notes.

          (l)  Not to engage, not to allow any of their subsidiaries to engage,
     and to use their reasonable best efforts to cause their other affiliates
     and any person acting on their behalf (other than, in any case, the Initial
     Purchasers and any of their affiliates, as to whom the Issuers make no
     covenant) not to engage, in any directed selling effort with respect to the
     Original Notes, and to comply with the offering restrictions requirement of
     Regulation S under the Act. Terms used in this paragraph have the meanings
     given to them by Regulation S.

          (m)  Not to register any transfer of the Original Notes not made in
     accordance with the provisions of Regulation S and not, except in
     accordance with the provisions of Regulation S, if applicable, to issue any
     such Original Notes in the form of definitive securities in connection with
     the Original Notes offered and sold in an offshore transaction (as defined
     in Regulation S).

          (n)  From and after the Closing Date, for so long as any of the Notes
     remain outstanding and are "restricted securities" within the meaning of
     Rule 144(a)(3) under the Act and during any period in which the Company is
     not subject to Section 13 or



                                       -7-

     15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), to make available upon request the information required by Rule
     144A(d)(4) under the Act to (i) any holder or beneficial owner of Notes in
     connection with any sale of such Notes and (ii) any prospective purchaser
     of such Notes from any such holder or beneficial owner designated by the
     holder or beneficial owner. The Issuers will pay the expenses of printing
     and distributing such documents.

          (o)  To comply with all of their agreements set forth in the
     Registration Rights Agreement.

          (p)  To comply with all of their obligations set forth in the
     representations letter of the Issuers to DTC relating to the approval of
     the Notes by DTC for "book-entry" transfer and to use their best efforts to
     obtain approval of the Notes by DTC for "book-entry" transfer.

          (q)  To use their reasonable best efforts to effect the inclusion of
     the Original Notes in Portal.

          (r)  Prior to the Closing Date, to furnish without charge to the
     Initial Purchasers, (i) as soon as they have been prepared by the Company,
     a copy of any regularly prepared final internal financial statements of the
     Company and its subsidiaries for any period subsequent to the period
     covered by the financial statements appearing in the Offering Memorandum,
     (ii) all other reports and other communications (financial or otherwise)
     that the Issuers mail or otherwise make available to security holders or
     the Trustee and (iii) such other information as the Initial Purchasers
     shall reasonably request.

          (s)  Not to distribute prior to the Closing Date any offering material
     in connection with the offer and sale of the Original Notes other than the
     Preliminary Offering Memorandum and the Offering Memorandum.

          (t)  During the period of two years after the Closing Date or, if
     earlier, until such time as the Original Notes are no longer restricted
     securities (as defined in Rule 144 under the Act), not to be or become a
     closed-end investment company required to be registered, but not
     registered, under the Investment Company Act of 1940.

          (u)  To file, within the time periods prescribed by the applicable
     Canadian Securities Laws, such documents and reports as may be required to
     be filed by the Issuers with Canadian Securities Regulators under the
     applicable Canadian Securities Laws relating to the private placement of
     Original Notes by the Initial Purchasers; provided that the Initial
     Purchasers have delivered a request to effect such filings together with
     such information as to permit the Issuers to do so, and the Issuers will
     pay any filing fee prescribed with respect thereto.



                                       -8-

          (v)  In connection with the offering, until the Initial Purchasers
     shall have notified the Company of the completion of the resale of the
     Notes, not to, and not to permit any of their affiliates (as such term is
     defined in Rule 501(b) of Regulation D under the Act) to, either alone or
     with one or more other persons, bid for or purchase for any account in
     which they or any of their affiliates have a beneficial interests any
     Notes; and none of the Issuers nor any of their affiliates will make bids
     or purchases for the purpose of creating actual, or apparent, active
     trading in, or of raising the price of, the Notes.

          5.   Representations and Warranties. a) The Issuers, jointly and
severally, represent and warrant to the Initial Purchasers that:

            (i)  Each of the Preliminary Offering Memorandum and the Offering
     Memorandum has been prepared for use in connection with the Exempt Resales.
     Neither the Preliminary Offering Memorandum nor the Offering Memorandum as
     of its respective date, nor on the Closing Date, the Offering Memorandum,
     contains any untrue statement of a material fact or omits to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that the Issuers make no representation or warranty with
     respect to information contained in or omitted from the Preliminary
     Offering Memorandum or the Offering Memorandum, as supplemented or amended,
     in reliance upon and in conformity with the information furnished to the
     Company in writing by UBS Securities LLC on behalf of the Initial
     Purchasers relating to the Initial Purchasers expressly for inclusion in
     the Preliminary Offering Memorandum, the Offering Memorandum or any
     supplement or amendment thereto. No order preventing the use of the
     Preliminary Offering Memorandum or the Offering Memorandum, or any order
     asserting that any of the transactions contemplated by this Agreement are
     subject to the registration requirements of the Act, has been issued or to
     the knowledge of the Company or the Subsidiaries, has been threatened.

           (ii)  There are not securities of the Issuers that are listed on a
     national securities exchange registered under Section 6 of the Exchange Act
     or that are quoted in a United States automated interdealer quotation
     system of the same class as the Notes within the meaning of Rule 144A under
     the Act.

          (iii)  As of March 31, 2003, the Company's capitalization as adjusted
     for the Transactions shall be as set forth under the "As Adjusted" column
     under the heading "Capitalization" in the Offering Memorandum. Attached
     hereto as Schedule II is a true and complete list of each subsidiary of the
     Company that (x) owns more than 5% of the Company's consolidated assets or
     (y) accounted for more than 5% of the Company's consolidated revenues for
     the Company's fiscal year ended December 31, 2002 or for the three months
     ended March 31, 2003, their jurisdictions of incorporation or



                                       -9-

     formation, type of entity and percentage equity ownership by the Company
     (all such Significant Subsidiaries, the "Subsidiaries"). The entities
     listed on Schedule II hereto are the only Subsidiaries, direct or indirect,
     of the Company. All of the issued and outstanding shares of capital stock
     or other equity interests of each of the Company's Subsidiaries have been
     duly and validly authorized and issued, are fully paid and nonassessable,
     were not issued in violation of any preemptive or similar rights and,
     except as set forth in the Offering Memorandum, are owned by the Company
     free and clear of all Liens (as defined in the Indenture) (other than those
     imposed by the Act or the securities or "Blue Sky" laws of certain
     jurisdictions). Except as set forth in the Offering Memorandum, there are
     no outstanding options, warrants or other rights to acquire or purchase, or
     instruments convertible into or exchangeable for, any shares of capital
     stock of any of the Company's Subsidiaries. No holder of any securities of
     the Company or any of the Subsidiaries is entitled to have such securities
     (other than the Notes) registered under any registration statement
     contemplated by the Registration Rights Agreement or any other agreement.

           (iv)  Each of the Company and the Subsidiaries (a) is a corporation,
     partnership or other entity duly organized and validly existing under the
     laws of the jurisdiction of its incorporation or organization, as the case
     may be; (b) has all requisite corporate or other power and authority, and
     has all governmental licenses, authorizations, consents and approvals,
     necessary to own its property and carry on its business as now being
     conducted, except if the failure to obtain any such license, authorization,
     consent and approval would not reasonably be expected to have a Material
     Adverse Effect; and (c) is qualified to do business as a foreign or
     extra-provincial entity and is in good standing in all jurisdictions in
     which the nature of the business conducted by it makes such qualification
     necessary and where failure to be so qualified and in good standing
     individually or in the aggregate would reasonably be expected to have a
     Material Adverse Effect. A "Material Adverse Effect" means any material
     adverse effect on the business, financial condition, results of operations,
     properties or prospects of the Company and its subsidiaries, taken as a
     whole.

            (v)  Each of the Issuers has all requisite corporate or other power
     and authority to execute, deliver and perform all of its obligations under
     the Note Documents to which it is a party and to consummate the
     transactions contemplated by the Note Documents to be consummated on its
     part and, without limitation, the Company has all requisite corporate power
     and authority to issue, sell and deliver and perform its obligations under
     the Notes and each Guarantor has all requisite corporate or other power and
     authority to execute, deliver and perform all its obligations under its
     Guarantee.

           (vi)  This Agreement has been duly and validly authorized, executed
     and delivered by each Issuer.



                                      -10-

          (vii)  The Indenture has been duly and validly authorized by each
     Issuer and, when duly executed and delivered by each Issuer (assuming the
     due authorization, execution and delivery thereof by the Trustee), will be
     a legal, valid and binding obligation of each of the Issuers, enforceable
     against each of them in accordance with its terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium, receivership,
     arrangement, winding up or other similar laws affecting the enforcement of
     creditors' rights generally and by general principles of equity and the
     discretion of the court before which any proceeding therefor may be
     brought. The Indenture, when executed and delivered, will conform in all
     material respects to the description thereof in the Offering Memorandum.

         (viii)  The Original Notes have been duly and validly authorized for
     issuance and sale to the Initial Purchasers by the Company and, when
     issued, authenticated and delivered by the Company against payment by the
     Initial Purchasers in accordance with the terms of this Agreement and the
     Indenture, the Original Notes will be legal, valid and binding obligations
     of the Company, entitled to the benefits of the Indenture and enforceable
     against the Company in accordance with their terms, except as the
     enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium, receivership,
     arrangement, winding up or other similar laws affecting the enforcement of
     creditors' rights generally and by general principles of equity and the
     discretion of the court before which any proceeding therefor may be
     brought. The Original Notes, when issued, authenticated and delivered, will
     conform in all material respects to the description thereof in the Offering
     Memorandum.

           (ix)  The Exchange Notes have been, or upon the Closing Date will be,
     duly and validly authorized for issuance by the Company and, when issued,
     authenticated and delivered by the Company in accordance with the terms of
     the Registration Rights Agreement and the Indenture, the Exchange Notes
     will be legal, valid and binding obligations of the Company, entitled to
     the benefits of the Indenture and enforceable against the Company in
     accordance with their terms, except as the enforcement thereof may be
     limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
     moratorium, receivership, arrangement, winding up or other similar laws
     affecting the enforcement of creditors' rights generally and by general
     principles of equity and the discretion of the court before which any
     proceeding therefor may be brought.

            (x)  The Guarantees have been duly and validly authorized by the
     Guarantors and, when the Original Notes are issued, authenticated and
     delivered by the Company against payment by the Initial Purchasers in
     accordance with the terms of this Agreement and the Indenture, will be
     legal, valid and binding obligations of the Guarantors, enforceable against
     each of them in accordance with their terms, except as the enforcement
     thereof may be limited by bankruptcy, insolvency, reorganization,



                                      -11-

     fraudulent conveyance, moratorium, receivership, arrangement, winding up or
     other similar laws affecting the enforcement of creditors' rights generally
     and by general principles of equity and the discretion of the court before
     which any proceeding therefor may be brought. The Guarantees, when executed
     and delivered, will conform in all material respects to the description
     thereof in the Offering Memorandum.

           (xi)  The guarantees to be endorsed on the Exchange Notes have
     been duly and validly authorized by the Guarantors and, when the Exchange
     Notes are issued, authenticated and delivered in accordance with the terms
     of the Registration Rights Agreement and the Indenture, will be legal,
     valid and binding obligations of the Guarantors, enforceable against each
     of them in accordance with their terms, except as the enforcement thereof
     may be limited by bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium, receivership, arrangement, winding up or other
     similar laws affecting the enforcement of creditors' rights generally and
     by general principles of equity and the discretion of the court before
     which any proceeding therefore may be brought.

          (xii)  The Registration Rights Agreement has been duly and validly
     authorized by each of the Issuers and, when duly executed and delivered by
     each of the Issuers (assuming the due authorization, execution and delivery
     thereof by the Initial Purchasers), will constitute a legal, valid and
     binding obligation of each of the Issuers, enforceable against them in
     accordance with its terms, except that (A) the enforcement thereof may be
     subject to (i) bankruptcy, insolvency, reorganization, moratorium,
     receivership, arrangement, winding up or other similar laws now or
     hereafter in effect relating to the enforcement of creditors' rights
     generally and (ii) general principles of equity and the discretion of the
     court before which any proceeding therefor may be brought and (B) any
     rights to indemnity or contribution thereunder may be limited by federal,
     provincial and state securities laws and public policy considerations. The
     Registration Rights Agreement will conform in all material respects to the
     description thereof in the Offering Memorandum.

         (xiii)  All taxes, fees and other governmental charges that are due and
     payable on or prior to the Closing Date in connection with the execution,
     delivery and performance of the Note Documents and the execution, delivery
     and sale of the Original Notes shall have been paid by or on behalf of the
     Company at or prior to the Closing Date.

          (xiv)  None of the Company or the Subsidiaries is (A) in violation
     of its charter, bylaws or other constitutive documents, (B) in default (or,
     with notice or lapse of time or both, would be in default) in the
     performance or observance of any material obligation, agreement, covenant
     or condition contained in any bond, debenture, note, indenture, mortgage,
     deed of trust, loan or credit agreement, lease, license, franchise



                                      -12-

     agreement, authorization, permit, certificate or other agreement or
     instrument to which any of them is a party or by which any of them is bound
     or to which any of their assets or properties is subject (collectively,
     "Agreements and Instruments"), or (C) in violation of any law, statute,
     rule, regulation, judgment, order or decree of any domestic or foreign
     court with jurisdiction over any of them or any of their assets or
     properties or other governmental or regulatory authority, agency or other
     body, which, in the case of clauses (B) and (C) herein, would reasonably be
     expected to have, either individually or in the aggregate, a Material
     Adverse Effect. There exists no condition that, with notice, the passage of
     time or otherwise, would constitute a default by the Company or the
     Subsidiaries under any such document or instrument or result in the
     imposition of any penalty or the acceleration of any indebtedness, other
     than penalties, defaults or conditions that would not have a Material
     Adverse Effect.

           (xv)  There is no order, ruling or direction of any Canadian
     Securities Regulator which would deny the benefit of an exemption otherwise
     provided for under applicable Canadian Securities Laws with respect to the
     distribution of the Original Notes, the Exchange Notes, or the Private
     Exchange Notes, if any, and no proceedings which would reasonably be
     expected to result in any such order or ruling have been instituted or are
     pending or, to the knowledge of the Company, threatened.

          (xvi)  The execution, delivery and performance by each of the Issuers
     of the Note Documents to which they are a party including the consummation
     of the offer and sale of the Original Notes does not or will not violate,
     conflict with or constitute a breach of any of the terms or provisions of
     or a default under (or an event that with notice or the lapse of time, or
     both, would constitute a default), or require consent under, or result in
     the creation or imposition of a lien, charge or encumbrance on any property
     or assets of any of the Company or any Subsidiary or an acceleration of any
     indebtedness of the Company or any Subsidiary pursuant to, (i) the charter,
     bylaws or other constitutive documents of any of the Company or any
     Subsidiary, (ii) assuming the consummation of the transactions contemplated
     thereby, any Agreements and Instruments (other than the Company's existing
     10.58% senior notes due 2005 (the "10.58% Notes")), (iii) any material law,
     statute, rule or regulation applicable to the Company or any Subsidiary or
     their respective assets or properties or (iv) any material judgment, order
     or decree of any domestic or foreign court or governmental agency or
     authority having jurisdiction over the Company or any Subsidiary or their
     respective assets or properties, except in the case of clause (ii), for any
     such violations, conflicts breaches and defaults that would not
     individually or in the aggregate have a Material Adverse Effect. Assuming
     the accuracy of the representations and warranties of the Initial
     Purchasers in Section 5(b) of this Agreement, no material consent,
     approval, authorization or order of, or filing, registration,
     qualification, license or permit of or with, any court or governmental
     agency, body or administrative agency, domestic or foreign, is required to
     be obtained or made by the Company or any Subsidiary for the



                                      -13-

     execution, delivery and performance by each of the Company or any
     Subsidiary of the Note Documents to which it is a party including the
     consummation of any of the transactions contemplated thereby, except (w)
     such as have been or will be obtained or made on or prior to the Closing
     Date, (x) registration of the Exchange Offer or resale of the Notes under
     the Act pursuant to the Registration Rights Agreement or (y) qualification
     of the Indenture under the Trust Indenture Act of 1939, as amended (the
     "Trust Indenture Act"), in connection with the issuance of the Exchange
     Notes. No consents or waivers from any other person or entity are required
     for the execution, delivery and performance of this Agreement or any of the
     other Note Documents or the consummation of any of the transactions
     contemplated thereby, other than such consents and waivers as have been
     obtained or will be obtained prior to the Closing Date.

         (xvii)  Except as set forth in the Offering Memorandum, there is (A) no
     action, suit or proceeding before or by any court, arbitrator or
     governmental agency, body or official, domestic or foreign, now pending or,
     to the knowledge of the Company or any Subsidiary threatened or
     contemplated, to which any of the Company or any Subsidiary is or may be a
     party or to which the business, assets or property of such person is or may
     be subject, (B) no statute, rule, regulation or order that has been
     enacted,  adopted or issued or, to the  knowledge of the Issuers,  that has
     been proposed by any governmental body or agency,  domestic or foreign, (C)
     no  injunction,  restraining  order or order of any  nature by a federal or
     state court or foreign court of competent  jurisdiction to which any of the
     Company or any  Subsidiary is or may be subject that (in the case of clause
     (A)  above,  if  determined   adversely  to  any  of  the  Company  or  any
     Subsidiary),  would reasonably be expected,  either  individually or in the
     aggregate,  (1) to have a Material  Adverse Effect or (2) to interfere with
     or  adversely  affect  the  issuance  of the Notes in any  jurisdiction  or
     adversely affect the  consummation of the transactions  contemplated by any
     of the Note Documents.  Every request of any securities authority or agency
     of any  jurisdiction  for additional  information with respect to the Notes
     that has been  received by the Company or any  Subsidiary  or their counsel
     prior to the date hereof with respect to the Transactions has been, or will
     prior to the Closing Date be, complied with in all material respects.

        (xviii)  Except as would not reasonably be expected to have a Material
     Adverse Effect, no labor disturbance by the employees of any of the Company
     or the Subsidiaries exists or, to the knowledge of the Issuers, is
     imminent.

          (xix)  Except as set forth in the Offering Memorandum, the Company and
     each Subsidiary (A) is in compliance with, or not subject to costs or
     liabilities under laws, regulations, rules of common law, orders and
     decrees in any jurisdiction or province, as in effect as of the date
     hereof, and any present judgments and injunctions issued or promulgated
     thereunder relating to pollution or protection of public and em-



                                      -14-

     ployee health and safety, the environment or hazardous to toxic substances
     or wastes, pollutants or contaminants applicable to it or its business or
     operations or ownership or use of its property ("Environmental Laws"),
     other than any such noncompliance or such costs or liabilities that would
     not reasonably be expected to, either individually or in the aggregate,
     have a Material Adverse Effect, and (B) possesses all permits, licenses or
     other approvals required under applicable Environmental Laws, except where
     the failure to possess any such permit, license or other approval would not
     reasonably be expected to have, either individually or in the aggregate, a
     Material Adverse Effect. All currently pending and, to the knowledge of the
     Issuers, threatened proceedings, notices of violation, demands, notices of
     potential responsibility or liability, suits and existing environmental
     investigations by any governmental authority which the Company or the
     Subsidiaries could reasonably expect to result in a Material Adverse Effect
     are fully and accurately described in all material respects in the Offering
     Memorandum. The Company and each Subsidiary maintains a system of internal
     environmental management controls sufficient to provide reasonable
     assurance of compliance in all material respects of its business
     facilities, real property and operations with requirements of applicable
     Environmental Laws.

           (xx)  The Company and each Subsidiary has (A) all licenses,
     certificates, permits, authorizations, approvals, franchises and other
     rights from, and has made all declarations and filings with, all applicable
     authorities, all self-regulatory authorities and all courts and other
     tribunals (each, an "Authorization") necessary to engage in the business
     conducted by it in the manner described in the Offering Memorandum, except
     where failure to hold such Authorizations would not be reasonably expected
     to have a Material Adverse Effect, and (B) no reason to believe that any
     governmental body or agency, domestic or foreign, is considering limiting,
     suspending or revoking any such Authorization, except where such
     limitation, suspension or revocation would not reasonably be expected to
     have a Material Adverse Effect. All such Authorizations are valid and in
     full force and effect and the Company and each Subsidiary is in compliance
     with the terms and conditions of all such Authorizations and with the rules
     and regulations of the regulatory authorities having jurisdiction with
     respect to such Authorizations, except for any invalidity, failure to be in
     full force and effect or non-compliance that would not reasonably be
     expected to have a Material Adverse Effect.

          (xxi)  The Company and each Subsidiary has valid title in fee simple
     to all items or real property and title to all personal property owned by
     each of them, in each case free and clear of any pledge, lien, encumbrance,
     security interest or other defect or claim of any third party, except (i)
     such as do not materially and adversely affect the value of such property
     and do not interfere with the use made or proposed to be made of such
     property by the Company or such Subsidiary to an extent that such
     interference would have a Material Adverse Effect, and (ii) permitted liens
     set forth in the Offering Memorandum. Any real property and buildings held
     under lease by the Com-



                                      -15-

     pany or any such Subsidiary are held under valid, subsisting and
     enforceable leases, with such exceptions as do not materially interfere
     with the use made or proposed to be made of such property and buildings by
     the Company or such Subsidiary, except as would not reasonably be expected
     to, either individually or in the aggregate, have a Material Adverse
     Effect.

         (xxii)  The Company and each Subsidiary owns, possesses or has the
     right to employ all patents, patent rights, licenses, inventions,
     copyrights, know-how (including trade secrets and other unpatented and/or
     unpatentable proprietary or confidential information, systems or
     procedures), trademarks, service marks and trade names (collectively, the
     "Intellectual Property") necessary to conduct the businesses operated by it
     as described in the Offering Memorandum, except where the failure to own,
     possess or have the right to employ such Intellectual Property would not
     reasonably be expected to have a Material Adverse Effect. None of the
     Company or any Subsidiary has received any notice of infringement of or
     conflict with (and neither knows of any such infringement or a conflict
     with) asserted rights of others with respect to any of the foregoing that,
     if such assertion of infringement or conflict were sustained, would
     reasonably be expected to have a Material Adverse Effect. The use of the
     Intellectual Property in connection with the business and operations of the
     Company and the Subsidiaries does not infringe on the rights of any person,
     except for such infringement as would not reasonably be expected to have a
     Material Adverse Effect.

        (xxiii)  All tax returns required to be filed by the Company and each
     Subsidiary have been filed in all jurisdictions where such returns are
     required to be filed; and all taxes, including withholding taxes, value
     added and franchise taxes, penalties and interest, assessments, fees and
     other charges due or claimed to be due from such entities or that are due
     and payable have been paid, other than those being contested in good faith
     and for which reserves have been provided in accordance with GAAP (as
     defined in the Indenture) or those currently payable without penalty or
     interest and except where the failure to make such required filings or
     payment would not reasonably be expected to have a Material Adverse Effect.
     To the Knowledge of the Issuers, there are no material proposed additional
     tax assessments against any of the Company and the Subsidiaries or their
     assets or property.

         (xxiv)  Neither the Company nor the Subsidiaries has any liability for
     any prohibited transaction or accumulated funding deficiency (within the
     meaning of Section 412 of the Code) or any complete or partial withdrawal
     liability with respect to any pension, profit sharing or other plan which
     is subject to the Employee Retirement Income Security Act of 1974, as
     amended ("ERISA"), to which the Company or any of the Subsidiaries makes or
     ever has made a contribution and in which any employee of the Company or
     any of the Subsidiaries is or has ever been a participant, except as would
     not reasonably be expected to, either individually or in the aggregate,
     have a



                                      -16-

     Material Adverse Effect. With respect to such plans, the Company and each
     of the Subsidiaries is in compliance in all material respects with all
     applicable provisions of ERISA, except as would not reasonably be expected
     to, either individually or in the aggregate, have a Material Adverse
     Effect.

          (xxv)  Except as would not, individually or in the aggregate, have a
     Material Adverse Effect, each of the pension, profit sharing or other
     employee benefit plans or arrangements pursuant to which the Company or any
     Subsidiary maintains or is required to make contributions to with respect
     to any employees (or former employees) employed in Canada, excluding any
     plans to be contributed by reason of a collective bargaining agreement or
     applicable legislation and which are not administered by the Company or any
     Subsidiary ("Canadian Plans"), is, where required, duly registered and is
     in good standing under and in compliance with all applicable legislation
     and administrative guidelines issued by applicable Canadian regulatory
     authorities; all of such Canadian Plans have been funded in accordance with
     their rules and all applicable Canadian legislation and generally accepted
     actuarial principles and practices in Canada; all such Canadian Plans have
     been administered in accordance with their terms and there are no material
     outstanding defaults or violations by the Company or any Subsidiary of any
     obligation required to be performed by it in connection with any such
     Canadian Plan. In respect of all pension, profit sharing or other employee
     benefit plans or arrangements to which the Company or any Subsidiary is
     required to contribute by reason of a collective bargaining agreement or
     applicable legislation and which are not administered by the Company or any
     Subsidiary, the Company has made all contributions to such plan or
     arrangement that are required by the applicable collective bargaining
     agreement or applicable legislation, except as would not, individually or
     in the aggregate, have a Material Adverse Effect.

         (xxvi)  Neither the Company nor any Subsidiary is an "investment
     company" or a company "controlled" by an "investment company" incorporated
     in the United States within the meaning of the Investment Company Act of
     1940, as amended.

        (xxvii)  The Company and each Subsidiary maintain a system of internal
     accounting controls sufficient to provide reasonable assurance that: (A)
     transactions are executed in accordance with management's general or
     specific authorizations; (B) transactions are recorded as necessary to
     permit preparation of its financial statements in conformity with Canadian
     GAAP and reconciliation of such financial statements to U.S. GAAP in
     accordance with Item 18 of Form 20-F under the Exchange Act and to maintain
     accountability for assets; (C) access to assets is permitted only in
     accordance with management's general or specific authorization; and (D) the
     recorded accountability for its assets is compared with the existing assets
     at reasonable intervals and appropriate action is taken with respect to any
     differences.



                                      -17-

       (xxviii)  The Company and each Subsidiary maintain insurance covering its
     properties, assets, operations, personnel and businesses, and such
     insurance is of such type and in such amounts in accordance with customary
     industry practice.

         (xxix)  Neither the Company nor (to its knowledge) any of its
     affiliates (as defined in Rule 501(b) of Regulation D under the Act) has
     (A) taken, directly or indirectly, any action designed to, or that might
     reasonably be expected to, cause or result in stabilization or manipulation
     of the price of any security of the Issuers to facilitate the sale or
     resale of the Original Notes or (B) sold, bid for, purchased or paid any
     person any compensation for soliciting purchases of the Original Notes in a
     manner that would require registration of the Original Notes under the Act
     or paid or agreed to pay to any person any compensation for soliciting
     another to purchase any other securities of any Issuer in a manner that
     would require registration of the Original Notes under the Act.

          (xxx)  Neither the Company nor (to its knowledge) any of its
     affiliates (as defined in Regulation D under the Act) has, directly or
     through any agent (other than the Initial Purchasers or any affiliate of
     the Initial Purchasers, as to which no representation is made), sold,
     offered for sale, contracted to sell, pledged, solicited offers to buy or
     otherwise disposed of or negotiated in respect of, any security (as defined
     in the Act) that is currently or will be integrated with the sale of the
     Original Notes in a manner that would require the registration of the
     Original Notes under the Act.

         (xxxi)  None of the Issuers or (to their knowledge) any of their
     affiliates, or any person acting on its or their behalf (other than the
     Initial Purchasers, as to whom the Issuers make no representation), is
     engaged in any directed selling effort with respect to the Original Notes,
     and each of them has complied with the offering restrictions requirement of
     Regulations S under the Act. Terms used in this paragraph have the meaning
     given to them by Regulation S.

        (xxxii)  No consent, approval, authorization or other order of, or
     registration or filing with, any court or other governmental or regulatory
     authority or agency is required for the Company's execution, delivery and
     performance of the Note Documents or the issuance and delivery of the Notes
     or the Exchange Notes, or consummation of the transactions contemplated
     hereby and thereby and by the Offering Memorandum (including, but not
     limited to, the obligations of the Company to effect payments of principal
     of, and premium, interest and Liquidated Damages (as defined in the
     Registration Rights Agreement) if any, on the Notes and the Exchange Notes
     in United States dollars free of any liability on the part of any holder
     thereof), except such as have been obtained or made by the Issuers and are
     in full force and effect and as required under Canadian and as may be
     required by federal, provincial and state securities laws with respect to
     the Issuers' Obligations under the Registration Rights Agree-



                                      -18-

     ment. No form of general solicitation or general advertising (prohibited by
     the Act in connection with offers or sales such as the Exempt Resales) was
     used anywhere by the Company or any of its representatives (other than the
     Initial Purchasers, as to whom the Issuers make no representation) in
     connection with the offer and sale of any of the Original Notes or in
     connection with Exempt Resales, including, but not limited to, articles,
     notices or other communications published in any newspaper, magazine or
     similar medium or broadcast over television or radio or displayed on any
     computer terminal, or any seminar or meeting whose attendees have been
     invited by any general solicitation or general advertising. Neither the
     Company nor any of its affiliates has entered into, and neither the Company
     nor any of its affiliates will enter into, any contractual arrangement with
     respect to the distribution of the Original Notes except for this
     Agreement.

       (xxxiii)  As of March 31, 2003, neither the Company nor any Subsidiary
     had any material liabilities or obligations, direct or contingent, that
     were not set forth in the Company's consolidated balance sheet as of such
     date or in the notes thereto set forth in the Offering Memorandum if
     required to be so set forth under Canadian GAAP. Since March 31, 2003,
     except as set forth or contemplated in the Offering Memorandum, (a) neither
     the Company nor any Subsidiary has (1) incurred any liabilities or
     obligations, direct or contingent, that would reasonably be expected to
     have a Material Adverse Effect, or (2) entered into any material
     transaction not in the ordinary course of business, (b) there has not been
     any event or development with respect to the business or financial
     condition of the Company and the Subsidiaries that, either individually or
     in the aggregate, would reasonably be expected to have a Material Adverse
     Effect, (c) there has been no dividend or distribution of any kind
     declared, paid or made by the Company on any class of its capital stock
     other than regularly scheduled dividends on the Company's common stock and
     preferred stock and (d) there has not been any increase in the long-term
     debt of the Company or any of the Subsidiaries.

        (xxxiv)  Neither the Company nor any of the Subsidiaries (or any agent
     thereof acting on their behalf) has taken, and none of them will take, any
     action that might cause this Agreement or the issuance or sale of the Notes
     to violate Regulation T, U or X of the Board of Governors of the Federal
     Reserve System, as in effect, or as the same may hereafter be in effect, on
     the Closing Date.

         (xxxv)  To the Company's knowledge, Ernst & Young, LLP is an
     independent accountant within the meaning of the Act. The historical
     financial statements and the notes thereto included and incorporated by
     reference in the Offering Memorandum present fairly in all material
     respects the consolidated financial position and results of operations of
     the Company and its subsidiaries at the respective dates and for the
     respective periods indicated. Such financial statements have been prepared
     in accordance with Canadian GAAP applied on a consistent basis throughout
     the periods pre-



                                      -19-

     sented (excepted as disclosed in the Offering Memorandum). The other
     financial and statistical information and data included in the Offering
     Memorandum are accurately presented in all material respects and, other
     than the U.S. GAAP financial data, which are prepared in accordance with
     U.S. GAAP, are prepared on a basis consistent with the financial statements
     and the books and records of the Company and its subsidiaries.

        (xxxvi)  As of the date hereof and immediately prior to and immediately
     following the issuance of the Notes on the Closing Date the Company and
     each of the Subsidiaries is and will be Solvent. No Issuer is contemplating
     either the filing of a petition by it under any bankruptcy or insolvency
     laws or the liquidating of all or a substantial portion of its property,
     and the Company has no knowledge of any Person contemplating the filing of
     any such petition against any Issuer. As used herein, "Solvent" shall mean,
     for any Person on a particular date, that on such date (a) the fair value
     of the property of such Person is greater than the total amount of
     liabilities, including, without limitation, contingent liabilities, of such
     Person, (b) the present fair salable value of the assets of such Person is
     not less than the amount that will be required to pay the probable
     liability of such Person on its debts as they become absolute and matured,
     (c) such Person does not intend to, and does not believe that it will,
     incur debts and liabilities beyond such Person's ability to pay as such
     debts and liabilities mature, (d) such Person is not engaged in a business
     or a transaction, and is not about to engage in a business or a
     transaction, for which such Person's property would constitute an
     unreasonably small capital and (e) such Person is able to pay its debts as
     they become due and payable.

       (xxxvii)  Except as described in the section entitled "Plan of
     Distribution" in the Offering Memorandum, there are no contracts,
     agreements or understandings between the Company or any of its Subsidiaries
     and any other person other than the Initial Purchasers that would give rise
     to a valid claim against the Company, any such Subsidiary or the Initial
     Purchasers for a brokerage commission, finder's fee or like payment in
     connection with the issuance, purchase and sale of the Notes.

      (xxxviii)  The statistical and market-related data forward-looking
     statements (within the meaning of Section 27A of the Act and Section 21E of
     the Exchange Act) included in the Offering Memorandum are based on or
     derived from sources that the Issuers believe to reliable and accurate in
     all material respects and represent their good faith estimates that are
     made on the basis of data derived from such sources.

        (xxxix)  As of the Closing Date, each of the representations and
     warranties of the Company and the Subsidiaries set forth in the each of the
     Note Documents will be true and correct as if made at and as of such date
     (other than to the extent any such representation or warranty is expressly
     made as to only a certain other date).



                                      -20-

           (x1)  Each certificate signed by any officer of the Issuers and
     delivered to the Initial Purchasers or counsel for the Initial Purchasers
     pursuant to, or in connection with, this Agreement shall be deemed to be a
     representation and warranty by the Issuers to the Initial Purchasers as to
     the matters covered by such certificate.

          (x1i)  Except as set forth in the Final Memorandum (or, if the Final
     Memorandum is not yet in existence, the most recent Preliminary Memorandum)
     or as would not, individually or in the aggregate, have a Material Adverse
     Effect, there is no strike, slowdown or work stoppage with the employees of
     the Company or any of the Subsidiaries.

         (x1ii)  The Company has delivered to the Initial Purchasers a true and
     correct copy of each of the Note Documents, together with all related
     agreements and all schedules and exhibits thereto, and there shall have
     been no material amendments, alterations, modifications or waivers of any
     of the provisions of any such documents since their respective dates of
     execution, other than any such amendments, alterations, modifications and
     waivers as to which the Initial Purchasers have been advised in writing and
     which would be required to be disclosed in the Offering Memorandum; and to
     the best knowledge of the Company and the Subsidiaries there exists no
     event or condition which would constitute a default or an event of default
     under any of the Note Documents which would result in a Material Adverse
     Effect or materially adversely affect the ability of the Company and the
     Subsidiaries to consummate the Transactions.

        (x1iii)  The Company's most recent Annual Reports as filed on Form 40-F
     and each of its respective reports on Form 6-K filed within the last twelve
     months complied, at the time they were filed, in all material respects with
     the applicable Canadian Securities Laws and United States federal
     securities laws and did not include an untrue statement of material fact or
     omit to state a material fact required to be stated therein or necessary to
     make statements therein, in the light of the circumstances under which they
     were made, not misleading.

          The Issuers acknowledge that the Initial Purchasers and, for purposes
of the opinions to be delivered to the Initial Purchasers pursuant to Section 8
of this Agreement, counsel to the Issuers and counsel to the Initial Purchasers
will rely upon the accuracy and truth of the foregoing representations and the
Issuers hereby consent to such reliance.

          (b)  Each Initial Purchaser acknowledges that it is purchasing the
Original Notes pursuant to a private sale exemption from registration under the
Securities Act, and that the Original Notes have not been registered under the
Securities Act or qualified under Canadian Securities Laws and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except pursuant to an exemption from the registration
requirements of the Securities Act and that the Original Notes may not be
offered or in Canada



                                      -21-

expect pursuant to an exemption from the prospectus requirements of applicable
Canadian Securities Laws. Each Initial Purchaser represents, warrants and
convenants to the Issuers that:

          (i)   It is a QIB with such knowledge and experience in financial and
     business matters as are necessary in order to evaluate the merits and risks
     of an investment in the Notes.

          (ii)  (A) Neither it, nor any person acting on its behalf, has or will
     not solicit offers for, or offer or sell, the Original Notes by any form of
     general solicitation or general advertising (as those terms are used in
     Regulation D under the Act) or in any manner involving a public offering
     within the meaning of Section 4(2) of the Act and (B) it has and will
     solicit offers for the Original Notes only from, and will offer and sell
     the Original Notes only to (1) persons whom such Initial Purchaser
     reasonably believes to be QIBs or, if any such person is buying for one or
     more institutional accounts for which such person is acting as fiduciary or
     agent, only when such person has represented to the Initial Purchasers
     that each such account is a QIB to whom notice has been given that such
     sale or delivery is being made in reliance on Rule 144A, and, in each case,
     in reliance on the exemption from the registration requirements of the Act
     pursuant to Rule 144A, or (2) subject to (3) below, to persons other than
     U.S. persons outside the United States in reliance on the exemption from
     the registration requirements of the Act provided by Regulation S, or (3)
     persons in Canada and to residents of Canada, in transactions which are
     exempt from the prospectus requirements of applicable Canadian Securities
     Laws (provided that such purchasers agree that the Original Notes and the
     Exchange Notes are subject to resale restrictions under applicable Canadian
     Securities Laws).

          (iii) With respect to offers and sales outside the United States and
     subject to (iv) below:

                (A) the Initial Purchasers will comply with all applicable laws
          and regulations in each jurisdiction in which they acquire, offer,
          sell or deliver Notes or have in their possession or distribute either
          any Offering Memorandum or any such other material, in all cases at
          their own expense; and

                (B) the Initial Purchasers have offered the Original Notes and
          will offer and sell the Original Notes (1) as part of its distribution
          at any time and (2) otherwise until 40 days after the later of the
          commencement of the offering of the Original Notes and the Closing
          Date, only in accordance with Rule 903 of Regulations S or another
          exemption from the registration requirements of the Act. Accordingly,
          neither the Initial Purchasers nor any persons acting on their behalf
          have engaged or will engage in any directed selling efforts (within
          the meaning of Regulation S) with respect to the Original Notes, and
          any such per-



                                      -22-

          sons have complied and will comply with the offering restrictions
          requirements of Regulation S.

     Terms used in this Section 5(b)(iii) have the meanings given to them by
     Regulation S.

          (iv)  With respect to offers and sales in Canada:

                (A)  the Initial Purchasers will not offer, sell or deliver the
          Original Notes directly or indirectly in Canada (i) except pursuant to
          exemptions from the prospectus requirements of applicable Canadian
          Securities Laws and (ii) in violation of Canadian Securities Laws; and

                (B)  that (i) it will distribute Securities in any Relevant
          Provinces only directly or through affiliates which are properly
          registered under the Canadian Securities Laws of such Relevant
          Provinces and in any such case will distribute the Securities only in
          accordance with such registration or (iii) it will distribute
          Securities in any Relevant Province only in accordance with exemptions
          from the registration requirements of applicable Canadian Securities
          Laws.

          (v)   The source of funds being used by it to acquire the Original
     Notes does not include the assets of any "employee benefit plan" (within
     the meaning of Section 3 of ERISA) or any "plan" (within the meaning of
     Section 4975 of the Code).

          (c)  Each Initial Purchaser represents and warrants (as to itself
only) that it will provide the Company with information regarding the sale of
the Original Notes to purchasers in the Relevant Provinces required to be filed
under applicable Canadian Securities Laws to enable the Company to file with the
Canadian Securities Regulators the post-trade filings.

          The Initial Purchasers understand that the Issuers and, for purposes
of the opinions to be delivered to them pursuant to Section 8 hereof, counsel to
the Issuers and counsel to the Initial Purchasers will rely upon the accuracy
and truth of the foregoing representations, and the Initial Purchasers hereby
consent to such reliance.

          6.   Indemnification. b) Each of the Issuers, jointly and severally,
agrees to indemnify and hold harmless the Initial Purchasers, each person, if
any, who controls the Initial Purchasers within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, the agents, employees, officers and
directors of the Initial Purchasers and the agents, employees, officers and
directors of any such controlling person from and against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not
limited, to reasonable attorneys' fees and any and all reasonable expenses
whatsoever incurred in inves-



                                      -23-

tigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all reasonable amounts paid in
settlement of any claim or litigation) (collectively, "Losses") to which they or
any of them may become subject under the Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Preliminary Offering Memorandum or the Offering Memorandum, or
in any supplement thereto or amendment thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Issuers will not be
liable in any such case to the extent, but only to the extent, that any such
Loss arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information relating to the Initial Purchasers furnished
to the Company by or on behalf of the Initial Purchasers expressly for use
therein, provided, however, that with respect to any untrue statement or
omission from the Preliminary Offering Memorandum the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any Initial
Purchaser to the extent that the sale to the person asserting any such Loss was
an initial resale by such Initial Purchaser and any such Loss of or with respect
to such Initial Purchaser results from the fact that both (A) to the extent
required by applicable law, a copy of the Offering Memorandum was not sent or
given to such person at or prior to the written confirmation of the sale of the
Notes to such person and (B) the untrue statement in or omission from the
Preliminary Offering Memorandum was corrected in the Offering Memorandum. This
indemnity agreement will be in addition to any liability that the Issuers may
otherwise have, including, but not limited to, liability under this Agreement.

          (a)  The Initial Purchasers agree to indemnify and hold harmless each
Issuer, each person, if any, who controls each Issuer within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, and each of their
respective agents, employees, officers and directors and the agents, employees,
officers and directors of any such controlling person from and against any
Losses to which they or any of them may become subject under the Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Preliminary Offering Memorandum or the
Offering Memorandum, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with information
relating to the Initial Purchasers furnished in writing to the Company by or on
behalf of the Initial Purchasers expressly for use therein. The Issuers and the
Initial Purchasers acknowledge that the information described in Section 9



                                      -24-

is the only information furnished in writing by the Initial Purchasers to the
Issuers expressly for use in the Preliminary Offering Memorandum or the Offering
Memorandum.

          (b)  Promptly after receipt by an indemnified party under subsection
6(a) or 6(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 6 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party, will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying parties (or such
indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. An
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent which consent may not be unreasonably
withheld. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b)
of this Section 6, then the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall



                                      -25-

have given the indemnifying party at least 45 days prior notice of its intention
to settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

          7.   Contribution. In order to provide for contribution in
circumstances in which the indemnification provided for in Section 6 of this
Agreement is for any reason held to be unavailable from the indemnifying party,
or is insufficient to hold harmless a party indemnified under Section 6 of this
Agreement, each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such aggregate Losses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuers, on the one hand, and the Initial Purchasers, on the other hand,
from the offering of the Original Notes or (ii) if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the
Issuers, on the one hand, and the Initial Purchasers, on the other hand, in
connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations. The relative benefits
received by the Issuers, on the one hand, and the Initial Purchasers, on the
other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the offering of Original Notes (net of discounts and commissions
but before deducting expenses) received by the Issuers are to (y) the total
discount received by the Initial Purchasers as set forth in the table on the
cover page of the Offering Memorandum. The relative fault of the Issuers, on the
one hand, and the Initial Purchasers, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers or the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.

          The Issuers and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to above. Notwithstanding the
provisions of this Section 7, (i) in no case shall the Initial Purchasers be
required to contribute any amount in excess of the amount by which the total
discount applicable to the Original Notes pursuant to this Agreement exceeds the
amount of any damages that the Initial Purchasers have otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person, if any, who
controls the Initial Purchasers within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act



                                      -26-

shall have the same rights to contribution as the Initial Purchasers, and each
person, if any, who controls any Issuer within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act and each director, officer, employee
and agent of such Issuer shall have the same rights to contribution such Issuer.
Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7,
notify such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may
have under this Section 7 or otherwise, except to the extent that it has been
prejudiced in any material respect by such failure; provided, however, that no
additional notice shall be required with respect to any action for which notice
has been given under Section 6 for purposes of indemnification. Anything in this
section to the contrary notwithstanding, no party shall be liable for
contribution with respect to any action or claim settled without its written
consent, provided, however, that such written consent was not unreasonably
withheld.

          8.   Conditions of Initial Purchasers' Obligations. The obligations of
the Initial Purchasers to purchase and pay for the Original Notes, as provided
for in this Agreement, shall be subject to satisfaction of the following
conditions prior to or concurrently with such purchase:

          (a)  All of the representations and warranties of the Issuers
     contained in this Agreement shall be true and correct on the date of this
     Agreement and, in each case after giving effect to the transactions
     contemplated hereby, on the Closing Date, except that if a representation
     and warranty is made as of a specific date, and such date is expressly
     referred to therein, such representation and warranty shall be true and
     correct as of such date. The Issuers shall have performed or complied with
     all of the agreements and covenants contained in this Agreement and
     required to be performed or complied with by them at or prior to the
     Closing Date.

          (b)  The Offering Memorandum shall have been printed and copies
     distributed to the Initial Purchasers on the day following the date of this
     Agreement or at such later date as the Initial Purchasers may determine. No
     stop order suspending the qualification or exemption from qualification of
     the Original Notes in any jurisdiction shall have been issued and no
     proceeding for that purpose shall have been commenced or shall be pending
     or threatened.

          (c)  No action shall have been taken and no statute, rule, regulation
     or order shall have been enacted, adopted or issued by any governmental
     agency that would, as of the Closing Date, prevent the issuance of the
     Original Notes or consummation of the Exchange Offer; except as disclosed
     in the Offering Memorandum, no action, suit or proceeding shall have been
     commenced and be pending against or affecting or, to



                                      -27-

     the best knowledge of the Issuers, threatened against the Company and/or
     any Subsidiary before any court or arbitrator or any governmental body,
     agency or official that, if adversely determined, would reasonably be
     expected to have a Material Adverse Effect; and no stop order preventing
     the use of the Preliminary Offering Memorandum or the Offering Memorandum,
     or any amendment or supplement thereto, or any order asserting that any of
     the transaction contemplated by this Agreement are subject to the
     registration requirements of the Act shall have been issued.

          (d)  As of March 31, 2003, neither the Company nor any Subsidiary had
     any material liabilities or obligations, direct or contingent, that were
     not set forth in the Company's consolidated balance sheet as of such date
     or in the notes thereto set forth in the Offering Memorandum if so required
     under Canadian GAAP. Since March 31, 2003, except as set forth or
     contemplated in the Preliminary Offering Memorandum and the Offering
     Memorandum, (a) neither the Company nor any Subsidiary has incurred any
     liabilities or obligations, direct or contingent, that would reasonably be
     expected to have a Material Adverse Effect, (b) there has not been any
     event or development in respect of the business or financial condition of
     the Company and the Subsidiaries that, either individually or in the
     aggregate, would reasonably be expected to have a Material Adverse Effect
     and (c) there has been no dividend or distribution of any kind declared,
     paid or made by the Company on any class of its capital stock other than
     regularly scheduled dividends on the Company's common stock and preferred
     stock.

          (e)  The Initial Purchasers shall have received certificates, dated
     the Closing Date, signed by two authorized officers of each of the Company
     and the Subsidiaries confirming, as of the Closing Date, to their
     knowledge, the matters set forth in paragraphs (a), (b), (c) and (d) of
     this Section 8.

          (f)  The Initial Purchasers shall have received on the Closing Date
     opinions dated the Closing Date, addressed to the Initial Purchasers, of
     (i) Kirkland & Ellis, counsel to the Issuers substantially in the form of
     Exhibit A-1, (ii) general counsel for the Company substantially in the form
     of Exhibit A-2 and (iii) Alabama counsel to the Company, as to the due
     authorization, execution and delivery of the relevant Transaction Documents
     by the Subsidiaries that are organized under the laws of Alabama, in each
     case, in form and substance reasonably satisfactory to the Initial
     Purchasers and counsel to the Initial Purchasers.

          (g)  The Initial Purchasers shall have received on the Closing Date an
     opinion (satisfactory in form and substance to the Initial Purchasers)
     dated the Closing Date of Cahill Gordon & Reindel LLP, counsel to the
     Initial Purchasers and (ii) an opinion (satisfactory in form and substance
     to the Initial Purchasers) dated the Closing Date of Blake, Cassels &
     Graydon LLP, counsel to the Initial Purchasers.



                                      -28-

          (h)  The Initial Purchasers shall have received a "comfort letter"
     from Ernst & Young, LLP, independent public accountant for the Company,
     dated the date of this Agreement, addressed to the Initial Purchasers and
     in form and substance satisfactory to the Initial Purchasers and counsel to
     the Initial Purchasers. In addition, the Initial Purchasers shall have
     received a "bring-down comfort letter" from Ernst & Young, LLP, dated as of
     the Closing Date, addressed to the Initial Purchasers and in form and
     substance satisfactory to the Initial Purchasers and counsel to the Initial
     Purchasers.

          (i)  Each of the Issuers shall have entered into the Indenture and the
     Initial Purchasers shall have received copies, conformed as executed,
     thereof.

          (j)  Each of the Issuers shall have entered into the Registration
     Rights Agreement and the Initial Purchasers shall have received
     counterparts, conformed as executed, thereof.

          (k)  The Initial Purchasers shall have received on the Closing Date a
     certificate from the Company dated the Closing Date as to the solvency of
     the Company and the Subsidiaries, addressed to the Initial Purchasers.

          (l)  All government authorizations required in connection with the
     issue and sale of the Notes as contemplated under this Agreement and the
     performance of the Company's obligations hereunder and under the Indenture
     and the Notes shall be in full force and effect.

          (m)  The Initial Purchasers shall have been furnished with wiring
     instructions for the application of the proceeds of the Original Notes in
     accordance with this Agreement and such other information as it may
     reasonably request.

          (n)  Cahill Gordon & Reindel LLP, counsel to the Initial Purchasers,
     shall have been furnished with such documents as they may reasonably
     request to enable them to review or pass upon the matters referred to in
     this Section 8 and in order to evidence the accuracy, completeness or
     satisfaction in all material respects of any of the representations,
     warranties or conditions contained in this Agreement.

          (o)  The Original Notes shall be eligible for trading in the Portal
     market upon issuance.

          (p)  All agreements set forth in the representation letter of the
     Issuers to DTC relating to the approval of the Notes by DTC for
     "book-entry" transfer shall have been complied with.

          (q)  The Company shall have redeemed all of its outstanding 10.58%
     Notes or mailed an irrevocable notice of redemption to the holder thereof.



                                      -29-

          (r)  IPSCO Tubulars Inc. shall have executed and delivered a
     supplemental guarantee of the Junior Subordinated Notes of IPSCO
     Saskatchewan Inc.

          If any of the conditions specified in this Section 8 shall not have
been fulfilled in all material respects when and as required by this Agreement
to be fulfilled (or waived by the Initial Purchasers), this Agreement may be
terminated by the Initial Purchasers on notice to the Company at any time at or
prior to the Closing Date, and such termination shall be without liability of
any party to any other party. Notwithstanding any such termination, the
provisions of Sections 4(f), 6, 7, 9, 10 and 11(d) shall remain in effect.

          The documents required to be delivered by this Section 8 will be
delivered at the office of counsel for the Initial Purchasers on the Closing
Date.

          9.   Initial purchaser's Information. The Issuers and the Initial
Purchasers severally acknowledge that the statements with respect to the
delivery of the Original Notes to the Initial Purchasers set forth in the first
and second sentences of the third paragraph, the first sentence of the seventh
paragraph, the ninth paragraph and the last sentence of the tenth paragraph
under the caption "Plan of Distribution" in the Preliminary Offering Memorandum
and the Offering Memorandum constitute the only information furnished in writing
by the Initial Purchasers expressly for use in the Preliminary Offering
Memorandum or the Offering Memorandum.

          10.  Survival of Representations and Agreements. All representations
and warranties, covenants and agreements contained in this Agreement, including
the agreements contained in Sections 4(f) and 11(d), the indemnity agreements
contained in Section 6 and the contribution agreements contained in Section 7
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Initial Purchasers or any controlling
person thereof or by or on behalf of the Issuers or any controlling person
thereof, and shall survive delivery of and payment for the Original Notes to and
by the Initial Purchasers. The agreements contained in Sections 4(f), 6, 7, 9
and 11(d) shall survive the termination of this Agreement, including pursuant to
Section 11.

          11.  Effective Date of Agreement; Termination. c) This Agreement shall
become effective upon execution and delivery of a counterpart hereof by each of
the parties hereto.

          (a)  The Initial Purchasers shall have the right to terminate this
Agreement at any time prior to the Closing Date by notice to the Company from
the Initial Purchasers, without liability (other than with respect to Sections 6
and 7) on the Initial Purchasers' part to the Issuers if, on or prior to such
date, (i) the Issuers shall have failed, refused or been unable to perform in
any material respect any agreement on its part to be performed under this
Agreement when and as required, (ii) any other condition to the obligations of
the Initial Purchasers under this Agreement to be fulfilled by the Issuers
pursuant to Section 8 is not ful-



                                      -30-

filled when and as required in any material respect, (iii) trading in securities
generally on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market shall have been suspended or materially limited, or
minimum prices shall have been established thereon by the Commission, or by such
exchange or other regulatory body or governmental authority having jurisdiction,
(iv) a general banking moratorium shall have been declared by federal or New
York authorities, (v) there is an outbreak or escalation of hostilities or other
national or international calamity; in any case involving the United States, on
or after the date of this Agreement, or if there has been a declaration by the
United States of a national emergency or war or other national or international
calamity or crisis (economic, political, financial or otherwise) which affects
the U.S. and international markets, making it, in the Initial Purchasers'
reasonable judgment, impracticable to proceed with the offering or delivery of
the Original Notes on the terms and in the manner contemplated in the Offering
Memorandum or (vi) there shall have been such a material adverse change in
general economic, political or financial conditions or the effect (or potential
effect if the financial markets in the United States have not yet opened) of
international conditions on the financial markets in the United States shall be
such as, in the Initial Purchasers' reasonable judgment, to make it inadvisable
or impracticable to proceed with the offering or delivery of the Notes on the
terms and in the manner contemplated in the Offering Memorandum.

          (b)  Any notice of termination pursuant to this Section 11 shall be
given at the address specified in Section 12 below by telephone, telex,
telephonic facsimile or telegraph, confirmed in writing by letter.

          (c)  If this Agreement shall be terminated pursuant to clause (i) or
(ii) of Section 11(b), or if the sale of the Notes provided for in this
Agreement is not consummated because of any refusal, inability or failure on the
part of the Issuers to satisfy any condition to the obligations of the Initial
Purchasers set forth in this Agreement to be satisfied on their part or because
of any refusal, inability or failure on the part of the Issuers to perform any
agreement in this Agreement or comply with any provision of this Agreement, the
Issuers will, subject to demand by the Initial Purchasers, reimburse the Initial
Purchasers for all of their reasonable out-of-pocket expenses (including the
fees and expenses of the Initial Purchasers' counsel) incurred in connection
with this Agreement.

          12.  Notice. All communications with respect to or under this
Agreement, except as may be otherwise specifically provided in this Agreement,
shall be in writing and, if sent to the Initial Purchasers, shall be mailed,
delivered, or, telegraphed or telecopied and confirmed in writing to UBS
Securities LLC, 299 Park Avenue, New York, New York 10171 (telephone:(212)
821-3000, fax number:203-719-1075), Attention: Syndicate Department; and if
sent to the Issuers, shall be mailed, delivered or, telegraphed or telecopied
and confirmed in writing to IPSCO Inc., 650 Warrenville Road, Suite 500, Lisle,
IL 60532(telephone: (630)810-4800, fax:(630)810-4769, Attention: Chief
Financial Officer.



                                      -31-

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged by telecopier machine, if telecopied; and one business day after
being timely delivered to a next-day air courier.

          13.  Parties. This Agreement shall inure solely to the benefit of,
and shall be binding upon, the Initial Purchasers, the Issuers and the
controlling persons and agents referred to in Sections 6 and 7, and their
respective successors and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained. The
term "successors and assigns" shall not include a purchaser, in its capacity as
such, of Notes from the Initial Purchasers.

          14.  Construction. This Agreement shall be construed in accordance
with the internal laws of the State of New York (without giving effect to any
provisions thereof relating to conflicts of law).

          15.  Captions. The captions included in this Agreement are included
solely for convenience of reference and are not to be considered a part of this
Agreement.

          16.  Counterparts. This Agreement may be executed in various
counterparts that together shall constitute one and the same instrument.



          If the foregoing Purchase Agreement correctly sets forth the
understanding among the Issuers and the Initial Purchasers, please so indicate
in the space provided below for the purpose, whereupon this letter and your
acceptance shall constitute a binding agreement among the Issuers and the
Initial Purchasers.

                                        IPSCO INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                 Vice President, General
                                             Counsel and Corporate Secretary


                                        By:          /s/  John Comrie
                                           -------------------------------------
                                                       John Comrie
                                                    Assistant Secretary

                                        IPSCO STEEL (ALABAMA) INC.
                                        IPSCO MINNESOTA INC.
                                        IPSCO TUBULARS INC.
                                        IPSCO TEXAS INC.
                                        IPSCO STEEL INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President

                                        IPSCO INVESTMENTS INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President


                                        IPSCO ENTERPRISES INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President

                               Purchase Agreement



                                        IPSCO ONTARIO INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President


                                        By:          /s/  John Comrie
                                           -------------------------------------
                                                       John Comrie
                                                        Secretary

                                        IPSCO RECYCLING INC.


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President


                                        By:          /s/  John Comrie
                                           -------------------------------------
                                                       John Comrie
                                                        Secretary

                                        IPSCO SASKATCHEWAN INC.


                                        By:         /s/  David Britten
                                           -------------------------------------
                                                      David Britten
                                                     Vice President


                                        By:          /s/  John Comrie
                                           -------------------------------------
                                                       John Comrie
                                                        Secretary

                               Purchase Agreement



                                        IPSCO ALABAMA LTD.


                                        By: IPSCO STEEL (ALABAMA) INC.,
                                             its general partner


                                        By:      /s/  George H. Valentine
                                           -------------------------------------
                                                   George H. Valentine
                                                     Vice President

                               Purchase Agreement



Confirmed and accepted as of
the date first above written:

UBS SECURITIES LLC
on behalf of the Initial Purchasers
named in Schedule III


By: UBS Securities LLC

By:      /s/  Dieter Hoeppli
   --------------------------------
           Dieter Hoeppli
         Executive Director


By:      /s/  Keenan Driscoll
   --------------------------------
             Keenan Driscoll
           Associate Director

                               Purchase Agreement



                                                                      Schedule I

Guarantors
- ----------

IPSCO Steel (Alabama) Inc.
IPSCO Alabama Ltd.
IPSCO Minnesota Inc.
IPSCO Tubulars Inc.
IPSCO Texas Inc.
IPSCO Ontario Inc.
IPSCO Recycling Inc.
IPSCO Investments Inc.
IPSCO Saskatchewan Inc.
IPSCO Steel Inc.
IPSCO Enterprises Inc.



                                                                     Schedule II



                                                                %               Jurisdiction
                                                          Owned by the        of Incorporation
      Subsidiary                Type of Entity              Company           or Organization
      ----------                --------------            ------------        ----------------
                                                                     
IPSCO Saskatchewan Inc.          Corporation                  100%                 Canada
   IPSCO Steel Inc.              Corporation                  100%                Delaware
  IPSCO Tubulars Inc.            Corporation                  100%                Delaware
  IPSCO Alabama Ltd.         Limited Partnership              100%                Alabama
 IPSCO Minnesota Inc.            Corporation                  100%                Delaware
   IPSCO Sales Inc.              Corporation                  100%                Delaware




                                                                    Schedule III



          -----------------------------------------------------------
                                                  Principal Amount of
          Initial Purchaser                          Original Notes
          -----------------------------------------------------------
                                                      
          UBS Securities LLC                         $125,000,000
          -----------------------------------------------------------
          RBC Dominion Securities Corporation          45,000,000
          -----------------------------------------------------------
          ABN AMRO Incorporated                         7,500,000
          -----------------------------------------------------------
          CIBC World Markets Corp.                      7,500,000
          -----------------------------------------------------------
          TD Securities (USA) Inc.                      7,500,000
          -----------------------------------------------------------
          Wells Fargo Securities, LLC                   7,500,000
          -----------------------------------------------------------
                Total                                $200,000,000
          -----------------------------------------------------------

EX-4.1

                                                                     Exhibit 4.1

================================================================================

                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 18, 2003

                                  By and Among

                                   IPSCO INC.,
                                   as Issuer,

                                 the GUARANTORS
                                  named herein

                                       and

                               UBS SECURITIES LLC,
                      RBC DOMINION SECURITIES CORPORATION,
                             ABN AMRO INCORPORATED,
                            CIBC WORLD MARKETS CORP.,
                            TD SECURITIES (USA) INC.
                                       and
                           WELLS FARGO SECURITIES, LLC
                              as Initial Purchasers

                          8 3/4% Senior Notes due 2013

================================================================================




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.   DEFINITIONS.......................................................1

SECTION 2.   EXCHANGE OFFER....................................................5

SECTION 3.   SHELF REGISTRATION................................................9

SECTION 3.   ADDITIONAL INTEREST...............................................9

SECTION 5.   REGISTRATION PROCEDURES..........................................11

SECTION 6.   REGISTRATION EXPENSES............................................20

SECTION 7.   INDEMNIFICATION..................................................21

SECTION 8.   RULES 144 AND 144A...............................................25

SECTION 9.   UNDERWRITTEN REGISTRATIONS.......................................25

SECTION 10.  MISCELLANEOUS....................................................26

   (a)  No Inconsistent Agreements............................................26
   (b)  Adjustments Affecting Registrable Notes...............................26
   (c)  Amendments and Waivers................................................26
   (d)  Notices...............................................................26
   (e)  Guarantors............................................................27
   (f)  Successors and Assigns................................................28
   (g)  Counterparts..........................................................28
   (h)  Headings..............................................................28
   (i)  Governing Law.........................................................28
   (j)  Severability..........................................................28
   (k)  Securities Held by the Company or Its Affiliates......................29
   (l)  Third-Party Beneficiaries.............................................29
   (m)  Attorneys' Fees.......................................................29
   (n)  Entire Agreement......................................................29
   (o)  Judgment Currency.....................................................29
   (p)  No Prospectus in Canada...............................................30
   (q)  Taxes.................................................................30

SIGNATURES...................................................................S-1

                                      -i-



                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement") is dated as of
June 18, 2003, by and among IPSCO INC., a Canadian corporation (the "Company"),
and each of the Guarantors (as defined herein) (the Company and the Guarantors
are referred to collectively herein as the "Issuers"), on the one hand, and UBS
SECURITIES LLC, RBC DOMINION SECURITIES CORPORATION, ABN AMRO INCORPORATED, CIBC
WORLD MARKETS CORP., TD SECURITIES (USA) INC. and WELLS FARGO SECURITIES, LLC
(collectively, the "Initial Purchasers"), on the other hand.

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of June 13, 2003, by and among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), relating to the offering of
U.S.$200,000,000 aggregate principal amount of the Company's 8 3/4% Senior Notes
due 2013 (including the guarantees thereof by the Guarantors, the "Notes"). The
execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

          Section 1. Definitions.

          As used in this Agreement, the following terms shall have the
following meanings:

          "action" shall have the meaning set forth in Section 7(c) hereof.

          "Additional Amounts" shall have the meaning set forth in the
Indenture.

          "Additional Interest" shall have the meaning set forth in Section 4(a)
hereof.

          "Advice" shall have the meaning set forth in the penultimate paragraph
of Section 5 hereof.

          "Agreement" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Applicable Period" shall have the meaning set forth in Section 2(b)
hereof.

          "Board of Directors" shall have the meaning set forth in the
penultimate paragraph of Section 5 hereof.

          "Business Day" shall mean a day that is not a Legal Holiday.



                                      -2-

          "Company" shall have the meaning set forth in the first introductory
paragraph hereto and shall also include the Company's permitted successors
and/or assigns.

          "Commission" shall mean the Securities and Exchange Commission.

          "day" shall mean a calendar day.

          "Damages Payment Date" shall have the meaning set forth in Section
4(b) hereof.

          "Delay Period" shall have the meaning set forth in the penultimate
paragraph of Section 5 hereof.

          "Effectiveness Period" shall have the meaning set forth in Section
3(b) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Exchange Notes" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer" shall have the meaning set forth in Section 2(a)
hereof.

          "Exchange Offer Registration Statement" shall have the meaning set
forth in Section 2(a) hereof.

          "Guarantors" shall mean each of the Persons other than the Company and
the Initial Purchasers executing this Agreement (as set forth on Schedule I of
the Purchase Agreement) on the date hereof and each Person who executes and
delivers a counterpart of this Agreement hereafter pursuant to Section 10(e)
hereof.

          "Holder" shall mean any holder of a Registrable Note or Registrable
Notes.

          "Indenture" shall mean the Indenture, dated as of June 18, 2003, by
and among the Issuers and Wells Fargo Minnesota Bank Minnesota, N.A., as
trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the first
introductory paragraph hereof.

          "Inspectors" shall have the meaning set forth in Section 5(n) hereof

          "Issue Date" shall mean June 18, 2003, the date of original issuance
of the Notes.



                                      -3-

          "Issuers" shall have the meaning set forth in the first introductory
paragraph hereto.

          "Judgment Currency" shall have the meaning set forth in Section 10(o)
hereof.

          "Legal Holiday" shall mean a Saturday, a Sunday or a day on which
banking institutions in New York, New York are required by law, regulation or
executive order to remain closed.

          "Losses" shall have the meaning set forth in Section 7(a) hereof.

          "NASD" shall have the meaning set forth in Section 5(s) hereof.

          "Notes" shall have the meaning set forth in the second introductory
paragraph hereto.

          "Participant" shall have the meaning set forth in Section 7(a) hereof.

          "Participating Broker-Dealer" shall have the meaning set forth in
Section 2(b) hereof.

          "Person" shall mean an individual, corporation, partnership, joint
venture association, joint stock company, trust, unincorporated limited
liability company, government or any agency or political subdivision thereof or
any other entity.

          "Private Exchange" shall have the meaning set forth in Section 2(b)
hereof.

          "Private Exchange Notes" shall have the meaning set forth in Section
2(b) hereof.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and any prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to such
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

          "Purchase Agreement" shall have the meaning set forth in the second
introductory paragraph hereof.

          "Records" shall have the meaning set forth in Section 5(n) hereof.



                                      -4-

          "Registrable Notes" shall mean each Note upon its original issuance
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iii) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section
2(c)(iii) hereof is applicable, the Exchange Offer Registration Statement)
covering such Note, Exchange Note or Private Exchange Note has been declared
effective by the Commission and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such
effective Registration Statement, (ii) such Note has been exchanged pursuant to
the Exchange Offer for an Exchange Note or Exchange Notes that may be resold
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note has been sold in compliance with Rule 144 or is salable
pursuant to Rule 144(k).

          "Registration Default" shall have the meaning set forth in Section
4(a) hereof.

          "Registration Statement" shall mean any appropriate registration
statement of the Company covering any of the Registrable Notes filed with the
Commission under the Securities Act, and all amendments and supplements to any
such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Relevant Taxing Authority" shall mean any Taxing Authority in any
jurisdiction in which any Issuer is organized or is otherwise resident for tax
purposes or any jurisdiction from or through which payment is made.

          "Requesting Participating Broker-Dealer" shall have the meaning set
forth in Section 2(b) hereof.

          "Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144A) or regulation hereafter adopted by the Commission providing for
offers and sales of securities made in compliance therewith resulting in offers
and sales by subsequent holders that are not affiliates of an issuer of such
securities being free of the registration and prospectus delivery requirements
of the Securities Act.

          "Rule 144A" shall mean Rule 144A promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.



                                      -5-

          "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

          "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
hereof.

          "Shelf Registration" shall have the meaning set forth in Section 3(a)
hereof.

          "Shelf Registration Statement" shall mean a Registration Statement
filed in connection with a Shelf Registration.

          "Taxes" shall have the meaning set forth in the Indenture.

          "Taxing Authority" shall mean any government or political subdivision
or territory or possession of any government or any authority or agency therein
or thereof having power to tax.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          "Trustee" shall mean the trustee under the Indenture and the trustee
(if any) under any indenture governing the Exchange Notes and Private Exchange
Notes.

          "underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

          Section 2. Exchange Offer.

          (a) The Issuers shall use their reasonable best efforts to (i) file a
Registration Statement (the "Exchange Offer Registration Statement") within 90
days following the Issue Date with the Commission on an appropriate registration
form with respect to a registered offer (the "Exchange Offer") to exchange any
and all of the Registrable Notes for a like aggregate principal amount of notes
(including the guarantees with respect thereto, the "Exchange Notes") that are
substantially identical in all material respects to the Notes (except that the
Exchange Notes shall not contain terms with respect to transfer restrictions or
Additional Interest upon a Registration Default) and which represent the same
continuing indebtedness as the Notes, (ii) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 150 days
following the Issue Date and (iii) consummate the Exchange Offer within 180 days
following the Issue Date. Upon the Exchange Offer Registration Statement being
declared effective by the Commission, the Company shall offer the Exchange Notes
in exchange for surrender of the Notes. The



                                      -6-

Company shall keep the Exchange Offer open for not less than 20 Business Days
(or longer if required by applicable law) after the date notice of the Exchange
Offer is mailed to Holders.

          Each Holder that participates in the Exchange Offer will be required
to represent to the Company in writing that (i) any Exchange Notes to be
received by it will be acquired in the ordinary course of its business, (ii) it
has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (iii) it is not an affiliate
of the Issuers, as defined by rule 405 of the Securities Act, or if it is an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, it is not engaged in, and does not intend to engage in,
a distribution of Exchange Notes, (v) if such Holder is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making or other trading activities, it will
deliver a prospectus in connection with any resale of such Exchange Notes and
(vi) such Holder has full power and authority to transfer the Notes in exchange
for the Exchange Notes and that the Company will acquire good and unencumbered
title thereto free and clear of any liens, restrictions, charges or encumbrances
and not subject to any adverse claims.

          (b) The Company and the Initial Purchasers acknowledge that the staff
of the Commission has taken the position that any broker-dealer that elects to
exchange Notes that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities for Exchange Notes in the
Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes (other than a resale of an unsold allotment
resulting from the original offering of the Notes).

          The Company and the Initial Purchasers also acknowledge that the staff
of the Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

          In light of the foregoing, if requested by a Participating
Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Issuers agree to
use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective for a period not to exceed 180 days after the
date on which the Exchange Registration Statement is declared effec-



                                      -7-

tive, or such longer period if extended pursuant to the penultimate paragraph of
Section 5 hereof (such period, the "Applicable Period"), or such earlier date as
all Requesting Participating Broker-Dealers shall have notified the Company in
writing that such Requesting Participating Broker-Dealers have resold all
Exchange Notes acquired in the Exchange Offer. The Company shall include a plan
of distribution in such Exchange Offer Registration Statement that meets the
requirements set forth in the preceding paragraph.

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers or any Holder, as the case may be, holds any Notes acquired by it
that have, or that are reasonably likely to be determined to have, the status of
an unsold allotment in an initial distribution, or if any Holder is not entitled
to participate in the Exchange Offer, the Company upon the request of the
Initial Purchasers or any such Holder, as the case may be, shall simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver
to the Initial Purchasers or any such Holder, as the case may be, in exchange
(the "Private Exchange") for such Notes held by the Initial Purchasers or any
such Holder, as the case may be, a like principal amount of notes (the "Private
Exchange Notes") of the Company that are identical in all material respects to
the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect. The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes.

          Upon consummation of the Exchange Offer in accordance with this
Section 2, the Issuers shall have no further registration obligations other than
the Issuers' continuing registration obligations with respect to (i) Private
Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and
(iii) Notes or Exchange Notes as to which clause (c)(iii) of this Section 2
applies.

          In connection with the Exchange Offer, the Company shall:

          (1) mail or cause to be mailed to each Holder entitled to participate
     in the Exchange Offer a copy of the Prospectus forming part of the Exchange
     Offer Registration Statement, together with an appropriate letter of
     transmittal and related documents;

          (2) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (3) permit Holders to withdraw tendered Notes at any time prior to the
     close of business, New York time, on the last Business Day on which the
     Exchange Offer shall remain open; and

          (4) otherwise comply in all material respects with all applicable
     laws, rules and regulations.



                                      -8-

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Company shall:

          (1) accept for exchange all Notes validly tendered and not validly
     withdrawn by the Holders pursuant to the Exchange Offer and the Private
     Exchange, if any;

          (2) deliver or cause to be delivered to the Trustee for cancellation
     all Notes so accepted for exchange; and

          (3) cause the Trustee to authenticate and deliver promptly to each
     such Holder of Notes, Exchange Notes or Private Exchange Notes, as the case
     may be, equal in principal amount to the Registrable Notes of such Holder
     so accepted for exchange.

          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or the Private Exchange,
as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental
agency which might materially impair the ability of the Company to proceed with
the Exchange Offer or the Private Exchange, and no material adverse development
shall have occurred in any existing action or proceeding with respect to the
Company and (iii) all governmental approvals shall have been obtained, which
approvals the Company deems necessary for the consummation of the Exchange Offer
or the Private Exchange.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture (in either case, with such changes as are necessary to comply
with any requirements of the Commission to effect or maintain the qualification
thereof under the TIA) and which, in either case, has been qualified under the
TIA and shall provide that (a) the Exchange Notes shall not be subject to the
transfer restrictions under the Securities Act set forth in the Indenture and
(b) the Private Exchange Notes shall be subject to the transfer restrictions set
forth in the Indenture. The Indenture or such indenture shall provide that the
Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes or the Notes will have the right to vote or consent as a
separate class on any matter.

          (c) In the event that (i) any changes in law or the applicable
interpretations of the staff of the Commission do not permit the Issuers to
effect the Exchange Offer, (ii) for any reason the Exchange Offer is not
consummated within 180 following the Issue Date, (iii) any Holder, other than an
Initial Purchaser, is prohibited by law or the applicable interpretations of the
staff of the Commission from participating in the Exchange Offer, (iv) in the
case of any Holder who participates in the Exchange Offer, such Holder does not
receive



                                      -9-

Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such holder as an affiliate of any Issuer within the meaning of the Securities
Act) or (v) the Initial Purchasers so request with respect to Notes or the
Private Exchange Notes that have, or that are reasonably likely to be determined
to have, the status of unsold allotments in an initial distribution (each such
event referred to in clauses (i) through (v) of this sentence, a "Shelf Filing
Event"), then the Issuers shall file a Shelf Registration pursuant to Section 3
hereof.

          (d) Any distribution in Canada of the Exchange Notes will be effected
solely to holders of Registrable Notes who would be eligible to acquire Exchange
Notes pursuant to exemptions from the requirement under applicable Canadian
securities legislation that the Company prepare and file a prospectus with the
relevant Canadian securities regulatory authorities and, as a condition to the
sale of their Registrable Notes pursuant to the Exchange Offer, holders of
Registrable Notes in Canada will be required to make certain representations to
the Company, including a representation that they are entitled under applicable
provincial securities laws to acquire the Exchange Notes without the benefit of
a prospectus qualified under applicable provincial securities laws.

          Section 3. Shelf Registration.

          If at any time a Shelf Filing Event shall occur, then:

          (a) Shelf Registration. The Issuer shall file with the Commission a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iii)
hereof is applicable (the "Shelf Registration"). The Issuers shall use their
commercially reasonable best efforts to file with the Commission the Shelf
Registration as promptly as practicable. The Shelf Registration shall be on Form
F-3 or another appropriate form permitting registration of such Registrable
Notes for resale by Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings). The Company
shall not permit any securities other than the Registrable Notes to be included
in the Shelf Registration.

          (b) The Issuers shall use their reasonable best efforts (x) to cause
the Shelf Registration to be declared effective under the Securities Act on or
prior to the 90 days following a Shelf Event and (y) to keep the Shelf
Registration continuously effective under the Securities Act for the period
ending on the date which is two years from the Issue Date, subject to extension
pursuant to the penultimate paragraph of Section 5 hereof (the "Effectiveness
Period"), or such shorter period ending when all Registrable Notes covered by
the Shelf Registration have been sold in the manner set forth and as
contemplated in the Shelf Registration; provided, however, that (i) the
Effectiveness Period in respect of the Shelf Registration shall be extended to
the extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 of the Securities Act and as



                                      -10-

otherwise provided herein and (ii) the Company may suspend the effectiveness of
the Shelf Registration Statement by written notice to the Holders solely as a
result of the filing of a post-effective amendment to the Shelf Registration
Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit Holders to use the related Prospectus.

          (c) Supplements and Amendments. The Issuers agree to supplement or
make amendments to the Shelf Registration Statement as and when required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter of such Registrable
Notes.

          Section 4. Additional Interest.

          (a) The Issuers and the Initial Purchasers agree that the Holders will
suffer damages if the Company fails to fulfill its obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Company agrees that if

               (i) the Exchange Offer Registration Statement (or the Shelf
     Registration Statement) is not filed with the Commission within 90 days
     after the Issue Date or, if that day is not a Business Day, the next day
     that is a Business Day,

               (ii) the Exchange Offer Registration Statement (or the Shelf
     Registration Statement) is not declared effective within 150 days after the
     Issue Date or, if that day is not a Business Day, the next day that is a
     Business Day,

               (iii) the Exchange Offer (or the Shelf Registration) is not
     consummated within 180 after the Issue Date, or, if that day is not a
     Business Day, the next day that is a Business Day; or

               (iv) any registration statement required by this Registration
     Rights Agreement is filed and declared effective but thereafter ceases to
     be effective or usable, except if a Shelf Registration ceases to be
     effective or usable as specifically permitted by the penultimate paragraph
     of Section 5 hereof.

(each such event referred to in clauses (i) through (iv) a "Registration
Default"), liquidated damages in the form of additional cash interest
("Additional Interest") will accrue on the affected Notes and the affected
Exchange Notes, as applicable. The rate of Additional Interest will be 0.25% per
annum for the first 90-day period immediately following the occurrence of



                                      -11-

a Registration Default, increasing by an additional 0.25% per annum with respect
to each subsequent 90-day period up to a maximum amount of Additional Interest
of 1.00% per annum, from and including the date on which any such Registration
Default shall occur to, but excluding, the earlier of (1) the date on which all
Registration Defaults have been cured or (2) the date on which all the Notes and
Exchange Notes otherwise become freely transferable by Holders other than
affiliates of the Issuers without further registration under the Securities Act.
On the date on which all Registration Defaults then in effect have been cured,
the interest rate on the Notes will revert to the interest rate originally borne
by the Notes. If, after the cure of all Registration Defaults then in effect,
there is a subsequent Registration Default, the rate of Additional Interest for
such subsequent Registration Default shall initially be 0.25% regardless of the
rate in effect with respect to any prior Registration Default at the time of
cure of such Registration Default.

          Notwithstanding the foregoing, (1) the amount of Additional Interest
payable shall not increase because more than one Registration Default has
occurred and is pending and (2) a Holder of Notes or Exchange Notes who is not
entitled to the benefits of the Shelf Registration Statement (i.e., such Holder
has not elected to include information) shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to the Shelf
Registration Statement.

          (b) So long as Notes remain outstanding, the Company shall notify the
Trustee within three (3) Business Days after each and every date on which an
event occurs in respect of which Additional Interest is required to be paid. Any
amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii), (a)(iii)
or (a)(iv) of this Section 4 will be payable in cash semi-annually on each date
that interest on the notes is required to be paid on the Notes pursuant to the
Indenture (each a "Damages Payment Date"), commencing with the first such date
occurring after any such Additional Interest commences to accrue, to Holders to
whom regular interest is payable on such Damages Payment Date with respect to
Notes that are Registrable Securities. The amount of Additional Interest for
Registrable Notes will be determined by multiplying the applicable rate of
Additional Interest by the aggregate principal amount of all such Registrable
Notes outstanding on the Damages Payment Date following such Registration
Default in the case of the first such payment of Additional Interest with
respect to a Registration Default (and thereafter at the next succeeding Damages
Payment Date until the cure of such Registration Default), multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

          Section 5. Registration Procedures.



                                      -12-

          In connection with the filing of any Registration Statement pursuant
to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder, the Issuers
shall:

          (a) Prepare and file with the Commission the Registration Statement or
Registration Statements prescribed by Section 2 or 3 hereof, and use their
reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that, if
(1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in
the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Company shall furnish to and afford the
Holders of the Registrable Notes covered by such Registration Statement or each
such Participating Broker-Dealer, as the case may be, their counsel (if such
counsel is known to the Issuers) and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least five (5) Business Days
prior to such filing or such later date as is reasonable under the
circumstances). The Company shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in aggregate principal amount of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case may
be, their counsel, or the managing underwriters, if any, shall reasonably object
on a timely basis.

          (b) Prepare and file with the Commission such amendments and
post-effective amendments to each Shelf Registration Statement or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the applicable
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus, in each case, in accordance with the intended
methods of distribution set forth in such Registration Statement or Prospectus,
as so amended.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a



                                      -13-

Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom the Company has received written
notice that such Broker-Dealer will be a Participating Broker-Dealer in the
applicable Exchange Offer, notify the selling Holders of Registrable Notes, or
each such Participating Broker-Dealer, as the case may be, their counsel (if
such counsel is known to the Issuers) and the managing underwriters, if any, as
promptly as possible, and, if requested by any such Person, confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the Commission
of any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
Prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct in all material respects, (iv) of the
receipt by any of the Issuers of any notification with respect to the suspension
of the qualification or exemption from qualification of a Registration Statement
or any of the Registrable Notes or the Exchange Notes for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known to the Company that makes any statement made in
such Registration Statement or related Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading and (vi) of the Company's determination that a
post-effective amendment to a Registration Statement would be appropriate.

          (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use their reasonable best



                                      -14-

efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes, as the case may be, for sale
in any jurisdiction, and, if any such order is issued, to use their reasonable
best efforts to obtain the withdrawal of any such order at the earliest
practicable moment.

          (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period and if reasonably requested by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in
such Registration Statement or Prospectus a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or any Participating Broker-Dealer, as the
case may be (based upon advice of counsel), determine is reasonably necessary to
be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; provided, however, that the
Issuers shall not be required to take any action hereunder that would, in the
written opinion of counsel to the Company, violate applicable laws.

          (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, who so requests,
their counsel (if such counsel is known to the Issuers) and each managing
underwriter, if any, at the sole expense of the Company, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, their respective
counsel, and the underwriters, if any, at the sole expense of the Company, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and



                                      -15-

each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, the Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers (if any), in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such
Prospectus and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Notes or Exchange
Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to register or qualify, and to cooperate with the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be,
for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any selling Holder, Participating Broker-Dealer or
the managing underwriter or underwriters reasonably request; provided, however,
that where Exchange Notes or Registrable Notes are offered other than through an
underwritten offering, the Company agrees to use its reasonable best efforts to
cause the Company's counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of such Exchange Notes
or Registrable Notes covered by the applicable Registration Statement; provided,
however, that no Issuer shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction where it is not
then so subject.

          (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company, or the DTC; and enable
such Registrable Notes to be in such denominations and registered in such names
as the managing underwriter or underwriters, if any, or selling Holders may
request at least three (3) Business Days prior to any sale of such Registrable
Notes.

          (j) Use their reasonable best efforts to cause the Registrable Notes
or



                                      -16-

Exchange Notes covered by any Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Notes or
Exchange Notes, except as may be required solely as a consequence of the nature
of such selling Holder's business, in which case the Company will cooperate in
all reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

          (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by Sections
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) and the penultimate paragraph of this Section 5) file with the
Commission, at the sole expense of the Company, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes being sold thereunder or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          (1) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

          (m) In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Notes and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Company and its subsidiaries, as then
conducted (including any acquired business, properties or entity, if
applicable), and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested, (ii) use their reasonable best efforts to obtain the written
opinions of counsel to the Company and written updates thereof in form, scope
and substance reasonably satisfactory to



                                      -17-

the managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by the managing
underwriter or underwriters, (iii) use their reasonable best efforts to obtain
"cold comfort" letters and updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by reference
in the Registration Statement), addressed to each of the underwriters, such
letters to be in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with underwritten offerings and
(iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth
in Section 7 hereof (or such other provisions and procedures acceptable to
Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Registration Statement and the managing underwriter or underwriters or
agents) with respect to all parties to be indemnified pursuant to said Section;
provided that the Issuers shall not be required to provide indemnification to
any underwriter selected in accordance with the provisions of Section 9 hereof
with respect to information relating to such underwriter furnished in writing to
the Company by or on behalf of such underwriter expressly for inclusion in such
Registration Statement. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.

          (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Company and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Company and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not
disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Company determines, in good
faith, to be confidential and that it notifies the Inspectors in writing are
confidential unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission



                                      -18-

in such Registration Statement or Prospectus, (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (iii) disclosure of such information is necessary or advisable in
the opinion of counsel for an Inspector in connection with any action, claim,
suit or proceeding, directly or indirectly, involving or potentially involving
such Inspector and arising out of, based upon, relating to or involving this
Agreement or the Purchase Agreement, or any transactions contemplated hereby or
thereby or arising hereunder or thereunder or (iv) the information in such
Records has been made generally available to the public; provided, however, that
(i) each Inspector shall agree to use reasonable best efforts to provide notice
to the Company of the potential disclosure of any information by such Inspector
pursuant to clause (i), (ii) or (iii) of this sentence to permit the Issuers to
obtain a protective order (or waive the provisions of this paragraph (n)) and
(ii) each such Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information (if practicable) to the extent
such action is otherwise not inconsistent with an impairment of or in derogation
of the rights and interests of the Holder or any Inspector.

          (o) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(b) hereof to be qualified under the TIA not
later than the effective date of the Exchange Offer or the first Registration
Statement relating to the Registrable Notes; and in connection therewith,
cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes or Exchange Notes, as applicable, to effect such changes to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the Commission to enable such indenture to be so qualified in a timely manner.

          (p) Comply with all applicable rules and regulations of the Commission
and make generally available to the Company's securityholders earnings
statements satisfying the provisions of Section 11 (a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after the
end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Notes or Exchange Notes are
sold to underwriters in a firm commitment or best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter of the Company after the effective date of
a Registration Statement, which statements shall cover said 12-month periods
consistent with the requirements of Rule 158.

          (q) Upon the request of a Holder, upon consummation of the Exchange
Offer or a Private Exchange, use their reasonable best efforts to obtain an
opinion of counsel to the Company, in a form customary for underwritten
transactions, addressed to the Trustee



                                      -19-

for the benefit of all Holders of Registrable Notes participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange
Notes or the Private Exchange Notes, as the case may be, and the related
indenture constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with its respective terms, subject
to customary exceptions and qualifications.

          (r) If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes by Holders to the Company (or to such
other Person as directed by the Company) in exchange for the Exchange Notes or
the Private Exchange Notes, as the case may be, mark, or cause to be marked, on
such Registrable Notes that such Registrable Notes are being cancelled in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be; provided that in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.

          (s) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

          (t) Use their reasonable best efforts to take all other steps
reasonably necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.

          The Company may require each seller of Registrable Notes or Exchange
Notes as to which any registration is being effected to furnish to the Company
such information regarding such seller and the distribution of such Registrable
Notes or Exchange Notes as the Company may, from time to time, reasonably
request. The Company may exclude from such registration the Registrable Notes of
any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request and in the event of such an
exclusion, the Issuers shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4 hereof) with
respect to such seller or any subsequent Holder of such Registrable Notes. Each
seller as to which any Shelf Registration is being effected agrees to furnish
promptly to the Company all information required to be disclosed in order to
make any information previously furnished to the Company by such seller not
materially misleading.

          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company or (ii) in the event that such reference
to such



                                      -20-

Holder by name or otherwise is not required by the Securities Act or any similar
federal statute then in force, the deletion of the reference to such Holder in
any amendment or supplement to the applicable Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes that, upon
actual receipt of any notice from the Company (x) of the happening of any event
of the kind described in Sections 5(c)(ii), 5(c)(iii), 5(c)(iv) or 5(c)(v)
hereof or (y) that the Board of Directors of the Company (the "Board of
Directors") has resolved that the Company has a bona fide business purpose for
doing so, then the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the "Advice") by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Company's
obligations to file or maintain the effectiveness of any such Registration
Statement pursuant to this Agreement or (B) 60 days after the Company notifies
the Holders of such good faith determination. There shall not be more than 90
days of Delay Periods during any 12-month period. Each of the Effectiveness
Period and the Applicable Period, if applicable, shall be extended by the number
of days during any Delay Period. Any Delay Period will not alter the obligations
of the Company to pay Additional Interest under the circumstances set forth in
Section 4 hereof.

          In the event of any Delay Period pursuant to clause (y) of the
preceding paragraph, notice shall be given as soon as practicable after the
Board of Directors makes such a determination of the need for a Delay Period and
shall state, to the extent practicable, an estimate of the duration of such
Delay Period and shall advise the recipient thereof of the agreement of such
Holder provided in the next succeeding sentence. Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be.

          Section 6. Registration Expenses.



                                      -21-

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers (other than any underwriting discounts or
commissions) shall be borne by the Issuers, whether or not the Exchange Offer
Registration Statement or the Shelf Registration is filed or becomes effective
or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or the Exchange Notes and
determination of the eligibility of the Registrable Notes or the Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Notes are located, in the case of an Exchange Offer or (y) as
provided in Section 5(h) hereof, in the case of a Shelf Registration or in the
case of Exchange Notes to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with the DTC and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Exchange Notes to be sold by any Participating Broker-Dealer during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company and
reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Company desires such insurance, (vii) fees and expenses of all
other Persons retained by any of the Issuers, (viii) internal expenses of the
Issuers (including, without limitation, all salaries and expenses of officers
and employees of the Company performing legal or accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable and
(xi) the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement. Notwithstanding the
foregoing or anything to the contrary, each Holder shall pay all underwriting
discounts and commissions of any underwriters with respect to any Registrable
Notes sold by or on behalf of it.

          Section 7. Indemnification.

          (a) Each Issuer, jointly and severally, agrees to indemnify and hold
harmless each Holder of Registrable Notes and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, each Person, if any, who
controls any such Person within the meaning of Section 15 of the Securities Act
or Section 20(a) of the



                                      -22-

Exchange Act, the agents, employees, officers and directors of each Holder and
each such Participating Broker-Dealer and the agents, employees, officers and
directors of any such controlling Person (each, a "Participant") from and
against any and all losses, liabilities, claims, damages and expenses
(including, but not limited to, reasonable attorneys' fees and any and all
reasonable out-of-pocket expenses actually incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation (in the manner set forth in clause (c) below)) (collectively,
"Losses") to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, provided
that (i) the foregoing indemnity shall not be available to any Participant
insofar as such Losses are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to such Participant furnished to the Company in writing by
or on behalf of such Participant expressly for use therein and (ii) that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of any Participant from whom the Person asserting such Losses
purchased Registrable Notes if (x) it is established in the related proceeding
that such Participant failed to send or give a copy of the Prospectus (as
amended or supplemented if such amendment or supplement was furnished to such
Participant prior to the written confirmation of such sale) to such Person with
or prior to the written confirmation of such sale, if required by applicable law
and (y) the untrue statement or omission or alleged untrue statement or omission
was completely corrected in the Prospectus (as amended or supplemented if
amended or supplemented as aforesaid) and such Prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission that
was the subject matter of the related proceeding. This indemnity agreement will
be in addition to any liability that the Issuers may otherwise have, including,
but not limited to, liability under this Agreement.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each Issuer, each Person, if any, who controls any Issuer
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of their respective agents, employees, officers and
directors and the agents, employees, officers and directors of any such
controlling Person from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any



                                      -23-

amendment thereto) or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that any such Loss arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
relating to such Participant furnished in writing to the Company by or on behalf
of such Participant expressly for use therein.

          (c) Promptly after receipt by an indemnified party under subsection
7(a) or 7(b) above of notice of the commencement of any action, suit or
proceeding (collectively, an "action"), such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under such
subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an
indemnifying party shall not relieve such indemnifying party from any liability
that it may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such action, but the reasonable fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless
(i) the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action) and such
indemnified party or parties shall have reasonably concluded, after consultation
with counsel, that there may be defenses available to it or them that are
different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties), in any of which events such reasonable fees and expenses of counsel
shall be borne by the indemnifying parties. In no event shall the indemnifying
party be liable for the reasonable fees and expenses of more than one counsel
(together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the same jurisdiction out of the same general
allegations or circumstances. Any such separate firm for the Participants shall
be designated in writing by Participants who sold a majority in interest of



                                      -24-

Registrable Notes sold by all such Participants and shall be reasonably
acceptable to the Company and any such separate firm for the Issuers, their
affiliates, officers, directors, representatives, employees and agents and such
control Person of such Issuers shall be designated in writing by such Issuers
and shall be reasonably acceptable to the Holders. An indemnifying party shall
not be liable for any settlement of any claim or action effected without its
written consent, which consent may not be unreasonably withheld. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

          (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying party, or is insufficient to hold harmless a
party indemnified under this Section 7, each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and each
indemnified party, on the other hand, from the sale of the Notes to the Initial
Purchasers or the resale of the Registrable Notes by such Holder, as applicable
or (ii) if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of each indemnified party, on
the one hand, and each indemnifying party, on the other hand, in connection with
the statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the
Issuers, on the one hand, and each Participant, on the other hand, shall be
deemed to be in the same proportion as (x) the total proceeds from the sale of
the Notes to the Initial Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net profit
received by such Participant in connection with the sale of the Registrable
Notes. The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuers or such Participant and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission.

          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue



                                      -25-

or alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 7, notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any obligation it or they may have under this Section 7 or
otherwise, except to the extent that it has been prejudiced in any material
respect by such failure; provided, however, that no additional notice shall be
required with respect to any action for which notice has been given under this
Section 7 for purposes of indemnification. Anything in this section to the
contrary notwithstanding, no party shall be liable for contribution with respect
to any action or claim settled without its written consent; provided, however,
that such written consent was not unreasonably withheld.

          Section 8. Rules 144 and 144A.

          The Issuers covenant that they will file the reports required, if any,
to be filed by them under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Issuers are not required to file such reports, they will,
upon the request of any Holder or beneficial owner of Registrable Notes, make
available such information necessary to permit sales pursuant to Rule 144A of
the Securities Act. The Issuers further covenant that for so long as any
Registrable Notes remain outstanding they will take such further action as any
Holder of Registrable Notes may reasonably request from time to time to enable
such Holder to sell Registrable Notes without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule
144A under the Securities Act, as such Rules may be amended from time to time or
(b) any similar rule or regulation hereafter adopted by the Commission.

          Section 9. Underwritten Registrations.

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Company.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of at-



                                      -26-

torney, indemnities, underwriting agreements and other documents required under
the terms of such underwriting arrangements.

          Section 10. Miscellaneous.

          (a) No Inconsistent Agreements. The Issuers have not, as of the date
hereof, and shall not, after the date of this Agreement, enter into any
agreement with respect to any of their securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any
material respect, the rights granted to the holders of any of the Issuers' other
issued and outstanding securities under any such agreements. The Issuers have
not entered and will not enter into any agreement with respect to any of their
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

          (b) Adjustments Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes as
a class that would adversely affect the ability of the Holders of Registrable
Notes to include such Registrable Notes in a registration undertaken pursuant to
this Agreement.

          (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Company (on behalf of all Issuers) and
(II)(A) the Holders of not less than a majority in aggregate principal amount of
the then outstanding Registrable Notes and (B) in circumstances that would
adversely affect the Participating Broker-Dealers, the Participating
Broker-Dealers holding not less than a majority in aggregate principal amount of
the Exchange Notes held by all Participating Broker-Dealers; provided, however,
that Section 7 hereof and this Section 10(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered by
the Company and each Holder and each Participating Broker-Dealer (including any
Person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification, waiver or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

          (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted



                                      -27-

hereunder shall be made in writing by hand-delivery, registered first-class
mail, next-day air courier or telecopier:

               (i) if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture.

               (ii) if to the Company or any Issuer, at the address as follows:

                      IPSCO Inc.
                      650 Warrenville Road, Suite 500
                      Lisle, Illinois
                      Telephone: (630) 810-4800
                      Fax: (630) 810-4769
                      Attention: Chief Financial Officer

               (iii) if to the Initial Purchasers, at the address as follows:

                      UBS Securities LLC
                      299 Park Avenue
                      New York, New York 10171
                      Telephone: (212) 821-3000
                      Fax number: (212) 821-6890
                      Attention: Syndicate Department

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by the recipient's telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in the Indenture.

          (e) Guarantors. So long as any Registrable Notes remain outstanding,
the Issuers shall cause each Person that becomes a guarantor of the Notes under
the Indenture to execute and deliver a counterpart to this Agreement which
subjects such Person to the provisions of this Agreement as a Guarantor. Each of
the Guarantors agrees to join the Company in all of its undertakings hereunder
to effect the Exchange Offer for the Exchange Notes and the filing of any Shelf
Registration Statement required hereunder.



                                      -28-

          (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE ISSUERS HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN
THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR
ANY MATTERS CONTEMPLATED HEREBY. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH ISSUER AT THE ADDRESS SET FORTH
ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH ISSUER FOR ANY SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH OF THE ISSUERS IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A
FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION SUCH ISSUER IS OR MAY
BE SUBJECT, BY SUIT UPON JUDGMENT.

          (j) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term,



                                      -29-

provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          (k) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Company or any of its
affiliates (as such term is defined in Rule 405 of the Securities Act) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (1) Third-Party Beneficiaries. Holders and beneficial owners of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons. No other Person is intended to be, or shall be construed as, a
third-party beneficiary of this Agreement.

          (m) Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its costs and expenses and any other available remedy.

          (n) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Company on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

          (o) Judgment Currency. The Issuers shall, jointly and severally,
indemnify each Purchaser, each Participating Broker-Dealer, each underwriter who
participates in an offering of Registrable Notes, their respective affiliates,
each Person, if any, who controls any of such parties within the meaning of the
Securities Act or the Exchange Act and each of their respective officers,
directors, employees and agents against any loss incurred by such party as a
result of any judgment or order being given or made in favor of such party for
any amount due under this Agreement and such judgment or order being expressed
and paid in a currency (the "Judgment Currency") other than United States
dollars and as a result of any variation as between (i) the rate of exchange at
which the United States dollar amount is converted into the Judgment Currency
for the purpose of such judgment or order and (ii) the spot rate of exchange in
The City of New York at which such party on the date of payment of such judg-



                                      -30-

ment or order is able to purchase United States dollars with the amount of the
Judgment Currency actually received by such party. The foregoing indemnity shall
continue in full force and effect notwithstanding any such judgment or order as
aforesaid. The term "spot rate of exchange" shall include any premiums and costs
of exchange payable in connection with the purchase of, or conversion into,
United States dollars.

          (p) No Prospectus in Canada. For greater certainty, the parties hereto
acknowledge that nothing contained in this Agreement shall be construed as
requiring the Issuers to file a prospectus or other offering document in Canada
in respect of the Exchange Offer or a Shelf Registration or to entitle Holders
resident in Canada to obtain, upon the Exchange Offer or a Shelf Registration,
securities which are "freely tradeable" in Canada under applicable provincial
securities laws in Canada.

          (q) Taxes. Whenever in this Agreement there is mentioned, in any
context, the payment of amounts under or with respect to any of the Notes, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent the holder of the notes is entitled to payment of Additional
Amounts pursuant to the Indenture.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                   IPSCO INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President and Chief Financial
                                              Officer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President, General Counsel
                                              and Corporate Secretary


                                   IPSCO STEEL (ALABAMA) INC.
                                   IPSCO MINNESOTA INC.
                                   IPSCO TUBULARS INC.
                                   IPSCO TEXAS INC.
                                   IPSCO STEEL INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO INVESTMENTS INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO ENTERPRISES INC.


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President



                                   IPSCO ONTARIO INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President and Treasurer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO RECYCLING INC.


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Chairman, President and Chief
                                              Executive Officer


                                   By: /s/ George Valentine
                                       -----------------------------------------
                                       Name:  George Valentine
                                       Title: Vice President


                                   IPSCO SASKATCHEWAN INC.,


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Vice President


                                   By: /s/ John Comrie
                                       -----------------------------------------
                                       Name:  John Comrie
                                       Title: Secretary


                                   IPSCO ALABAMA LTD.

                                   By: IPSCO STEEL (ALABAMA) INC.,
                                       its general partner


                                   By: /s/ Robert Ratliff
                                       -----------------------------------------
                                       Name:  Robert Ratliff
                                       Title: Treasurer



                                   For itself and on behalf of the several
                                   Initial Purchasers set forth on Schedule
                                   I attached hereto.

                                   UBS SECURITIES LLC


                                   By: /s/ Dieter Hoeppli
                                       -----------------------------------------
                                       Name:  Dieter Hoeppli
                                       Title: Executive Director


                                   By: /s/ Keenan Driscoll
                                       -----------------------------------------
                                       Name:  Keenan Driscoll
                                       Title: Associate Director

                          Registration Rights Agreement



                                   Schedule I

                               Initial Purchasers

UBS Securities LLC
RBC Dominion Securities Corporation
ABN AMRO Incorporated
CIBC World Markets Corp.
TD Securities (USA) Inc.
Wells Fargo Securities, LLC

EX-4.2

                                                                     Exhibit 4.2

================================================================================

                                   IPSCO INC.,

                                   as Issuer,

                          THE GUARANTORS PARTY HERETO,

                                 as Guarantors,

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.,

                                   as Trustee

                                   ----------

                                    INDENTURE

                            Dated as of June 18, 2003

                                   ----------

                                  $200,000,000

                          8 3/4% Senior Notes due 2013

================================================================================



                              CROSS-REFERENCE TABLE

 TIA                                                       Indenture
Section                                                     Section
- -------                                                -----------------

310(a)(1)...........................................   7.10
   (a)(2)...........................................   7.10
   (a)(3)...........................................   N.A.
   (a)(4)...........................................   N.A.
   (a)(5)...........................................   N.A.
   (b)..............................................   7.08; 7.10
   (b)(1)...........................................   7.10
   (c)..............................................   N.A.
311(a)..............................................   7.11
   (b)..............................................   7.11
   (c)..............................................   N.A.
3l2(a)..............................................   2.06
   (b)..............................................   11.03
   (c)..............................................   11.03
3l3(a)..............................................   7.06
   (b)(1)...........................................   N.A.
   (b)(2)...........................................   7.06
   (c)..............................................   7.06; 11.02
   (d)..............................................   7.06
314(a)..............................................   4.02; 4.04; 11.02
   (b)..............................................   N.A.
   (c)(1)...........................................   11.04
   (c)(2)...........................................   11.04
   (c)(3)...........................................   N.A.
   (d)..............................................   N.A.
   (e)..............................................   11.05
   (f)..............................................   N.A.
315(a)..............................................   7.01(b)
   (b)..............................................   7.05; 11.02
   (c)..............................................   7.01(a)
   (d)..............................................   7.01(c)
   (e)..............................................   6.12
316(a) (last sentence)..............................   2.10
   (a)(1)(A)........................................   6.05
   (a)(1)(B)........................................   6.04
   (a)(2)...........................................   N.A.
   (b)..............................................   6.08
   (c)..............................................   8.04
317(a)(1)...........................................   6.09
   (a)(2)...........................................   6.10
   (b)..............................................   2.05; 7.12
318(a)..............................................   11.01

- ----------
N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
      a part of this Indenture



                                TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----
                                                                                
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions ....................................................... 1
SECTION 1.02    Other Definitions..................................................29
SECTION 1.03    Incorporation by Reference of Trust Indenture Act..................30
SECTION 1.04    Rules of Construction..............................................31

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01    Amount of Notes....................................................31
SECTION 2.02    Form and Dating....................................................32
SECTION 2.03    Execution and Authentication.......................................33
SECTION 2.04    Registrar and Paying Agent.........................................33
SECTION 2.05    Paying Agent To Hold Money in Trust................................34
SECTION 2.06    Holder Lists.......................................................34
SECTION 2.07    Transfer and Exchange..............................................35
SECTION 2.08    Replacement Notes..................................................35
SECTION 2.09    Outstanding Notes..................................................36
SECTION 2.10    Treasury Notes.....................................................36
SECTION 2.11    Temporary Notes....................................................37
SECTION 2.12    Cancellation.......................................................37
SECTION 2.13    Defaulted Interest.................................................37
SECTION 2.14    CUSIP Number.......................................................38
SECTION 2.15    Deposit of Moneys..................................................38
SECTION 2.16    Book-Entry Provisions for Global Notes.............................38
SECTION 2.17    Special Transfer Provisions........................................40
SECTION 2.18    Computation of Interest............................................43
SECTION 2.19    Issuance of Additional Notes.......................................43

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01    Election To Redeem; Notices to Trustee.............................44
SECTION 3.02    Selection by Trustee of Notes To Be Redeemed.......................44
SECTION 3.03    Notice of Redemption...............................................45


                                       -i-





                                                                                  Page
                                                                                  ----
                                                                                
SECTION 3.04    Effect of Notice of Redemption.....................................46
SECTION 3.05    Deposit of Redemption Price........................................46
SECTION 3.06    Notes Redeemed in Part.............................................46
SECTION 3.07    Optional Redemption................................................47
SECTION 3.08    Tax Redemption.....................................................47
SECTION 3.09    Purchase of Notes.................................:................48

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01    Payment of Notes...................................................48
SECTION 4.02    Reports to Holders.................................................48
SECTION 4.03    Waiver of Stay, Extension or Usury Laws............................49
SECTION 4.04    Compliance Certificate.............................................49
SECTION 4.05    Taxes..............................................................50
SECTION 4.06    Limitations on Additional Indebtedness.............................50
SECTION 4.07    Limitations on Restricted Payments.................................53
SECTION 4.08    Limitations on Liens...............................................55
SECTION 4.09    Limitations on Transactions with Affiliates........................56
SECTION 4.10    Limitation on Asset Sales..........................................58
SECTION 4.11    Limitation on the Issuance or Sale of Equity Interests of
                   Restricted Subsidiaries.........................................60
SECTION 4.12    Limitations on Dividend and Other Restrictions Affecting
                   Restricted Subsidiaries.........................................60
SECTION 4.13    [Reserved].........................................................62
SECTION 4.14    Legal Existence....................................................62
SECTION 4.15    Change of Control Offer............................................62
SECTION 4.16    Payment of Additional Amounts......................................64
SECTION 4.17    RESERVED...........................................................65
SECTION 4.18    Limitations on Layering Indebtedness...............................65
SECTION 4.19    Limitations on Designation of Unrestricted Subsidiaries............66
SECTION 4.20    Limitations on Sale and Leaseback Transactions.....................67
SECTION 4.21    Conduct of Business................................................67

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01    Limitation on Mergers, Amalgamations, Consolidations, Etc..........68


                                      -ii-





                                                                                  Page
                                                                                  ----
                                                                                
                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES
SECTION 6.01    Events of Default..................................................70
SECTION 6.02    Acceleration.......................................................72
SECTION 6.03    Other Remedies.....................................................72
SECTION 6.04    Waiver of Past Defaults and Events of Default......................73
SECTION 6.05    Control by Majority ...............................................73
SECTION 6.06    Limitation on Suits................................................73
SECTION 6.07    No Personal Liability of Directors, Officers, Employees and
                   Stockholders....................................................74
SECTION 6.08    Rights of Holders To Receive Payment...............................74
SECTION 6.09    Collection Suit by Trustee.........................................74
SECTION 6.10    Trustee May File Proofs of Claim...................................75
SECTION 6.11    Priorities.........................................................75
SECTION 6.12    Undertaking for Costs..............................................75

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01    Duties of Trustee..................................................76
SECTION 7.02    Rights of Trustee..................................................77
SECTION 7.03    Individual Rights of Trustee.......................................78
SECTION 7.04    Trustee's Disclaimer...............................................78
SECTION 7.05    Notice of Defaults.................................................79
SECTION 7.06    Reports by Trustee to Holders......................................79
SECTION 7.07    Compensation and Indemnity.........................................79
SECTION 7.08    Replacement of Trustee.............................................80
SECTION 7.09    Successor Trustee by Consolidation, Merger, Etc....................81
SECTION 7.10    Eligibility; Disqualification......................................81
SECTION 7.11    Preferential Collection of Claims Against Issuer...................82
SECTION 7.12    Paying Agents......................................................82

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01    Without Consent of Holders.........................................82
SECTION 8.02    With Consent of Holders............................................83
SECTION 8.03    Compliance with Trust Indenture Act................................85
SECTION 8.04    Revocation and Effect of Consents..................................85


                                      -iii-





                                                                                  Page
                                                                                  ----
                                                                                
SECTION 8.05    Notation on or Exchange of Notes...................................85
SECTION 8.06    Trustee To Sign Amendments, Etc....................................86

                                  ARTICLE NINE

                        DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01    Discharge of Indenture.............................................86
SECTION 9.02    Legal Defeasance...................................................87
SECTION 9.03    Covenant Defeasance................................................87
SECTION 9.04    Conditions to Legal Defeasance or Covenant Defeasance..............88
SECTION 9.05    Deposited Money and U.S. Government Obligations To Be
                   Held in Trust; Other Miscellaneous Provisions...................89
SECTION 9.06    Reinstatement......................................................90
SECTION 9.07    Moneys Held by Paying Agent........................................90
SECTION 9.08    Moneys Held by Trustee.............................................90

                                   ARTICLE TEN

                               GUARANTEE OF NOTES


SECTION 10.01   Note Guarantee.....................................................91
SECTION 10.02   Execution and Delivery of Note Guarantee...........................93
SECTION 10.03   Limitation of Note Guarantee.......................................93
SECTION 10.04   Additional Guarantors..............................................93
SECTION 10.05   Release of Guarantor...............................................94
SECTION 10.06   Waiver of Subrogation..............................................94

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01   Trust Indenture Act Controls.......................................95
SECTION 11.02   Notices............................................................95
SECTION 11.03   Communications by Holders with Other Holders.......................97
SECTION 11.04   Certificate and Opinion as to Conditions Precedent.................97
SECTION 11.05   Statements Required in Certificate and Opinion.....................97
SECTION 11.06   Rules by Trustee and Agents........................................97
SECTION 11.07   [Reserved].........................................................98
SECTION 11.08   Governing Law......................................................98
SECTION 11.09   Agent for Service; Submission to Jurisdiction; Waiver of
                   Immunities......................................................98
SECTION 11.10   No Adverse Interpretation of Other Agreements......................99
SECTION 11.11   No Recourse Against Others.........................................99


                                      -iv-





                                                                                  Page
                                                                                  ----
                                                                               
SECTION 11.12   Successors.........................................................99
SECTION 11.13   Multiple Counterparts ............................................100
SECTION 11.14   Table of Contents, Headings, Etc..................................100
SECTION 11.15   Separability......................................................100
SECTION 11.16   Judgment Currency.................................................100


EXHIBITS



                                                                               
Exhibit A.      Form of Note......................................................A-1
Exhibit B.      Form of Private Placement Legend..................................B-1
Exhibit C.      Form of Legend for Global Note....................................C-1
Exhibit D.      Form of Certificate To Be Delivered in Connection with
                   Transfers to Non-QIB Institutional Accredited Investors........D-1
Exhibit E.      Form of Certificate To Be Delivered in Connection with
                   Transfers Pursuant to Regulation S.............................E-1
Exhibit F.      Form of Note Guarantee............................................F-1
Exhibit G.      Form of Legend Applicable to Canadian Holders.....................G-1


                                       -v-



          INDENTURE, dated as of June 18, 2003, between IPSCO INC., a company
incorporated under the laws of Canada, as issuer (the "Issuer"), the Guarantors
(as defined herein) and WELLS FARGO BANK MINNESOTA, N.A., as trustee (the
"Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Notes.

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 Definitions.

          "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person
(other than the Issuer or a Restricted Subsidiary) existing at the time such
Person is merged with or into the Issuer or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Issuer or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

          "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

          "Additional Notes" means, subject to the Issuer's compliance with
Section 4.06, 8 3/4% Senior Notes due 2013, if any, issued from time to time
after the Issue Date pursuant to Section 2.19.

          "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of this definition, "control" of
a Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

          "Agent" means any Registrar, Paying Agent, or agent for service of
notices and demands.

          "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

          "asset" means any asset or property.



                                      -2-

          "Asset Acquisition" means

          (1) an Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in any other Person if, as a result of such Investment, such Person
     shall become a Restricted Subsidiary of the Issuer, or shall be merged with
     or into the Issuer or any Restricted Subsidiary of the Issuer, or

          (2) the acquisition by the Issuer or any Restricted Subsidiary of the
     Issuer of all or substantially all of the assets of any other Person or any
     division or line of business of any other Person.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Issuer or any Restricted Subsidiary to
any Person other than the Issuer or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets of the Issuer or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

          (1) transfers of cash or Cash Equivalents;

          (2) transfers of assets (including Equity Interests) that are governed
     by, and made in accordance with, Section 5.01;

          (3) Permitted Investments and Restricted Payments permitted under
     Section 4.07;

          (4) the creation or realization of any Permitted Lien;

          (5) transfers of damaged, worn-out or obsolete equipment or assets
     that, in the Issuer's reasonable judgment, are no longer used or useful in
     the business of the Issuer or its Restricted Subsidiaries;

          (6) sales of accounts receivable of the type specified in the
     definition of "Qualified Securitization Transaction" to a Securitization
     Entity for the Fair Market Value thereof; and

          (7) any transfer or series of related transfers that, but for this
     clause, would be Asset Sales, if after giving effect to such transfers, the
     aggregate Fair Market Value of the assets transferred in such transaction
     or any such series of related transactions does not exceed $2.5 million.

          "Attributable Indebtedness" when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate



                                      -3-

equivalent to the implied rate in such transaction) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction.

          "Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar U.S. federal or state or Canadian federal or provincial law for
the relief of debtors.

          "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

          "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Issuer or a Guarantor, as appropriate, and to be in full force and effect,
and, as so certified, delivered to the Trustee.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York or Toronto are authorized or required
by law to close.

          "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

          "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

          "Cash Equivalents" means:

          (1) marketable obligations with a maturity of 360 days or less issued
     or directly and fully guaranteed or insured by the United States of America
     or Canada or any agency or instrumentality thereof (provided that the full
     faith and credit of the United States of America or Canada is pledged in
     support thereof);

          (2) demand and time deposits and certificates of deposit or
     acceptances with a maturity of 180 days or less of any U.S. financial
     institution that is a member of the Federal Reserve System or any bank
     organized under the laws of Canada having combined capital and surplus and
     undivided profits of not less than $500 million and, in the case of any
     such U.S. financial institution, is assigned at least a "B" rating by
     Thomson Financial Bank Watch;

          (3) commercial paper maturing no more than 180 days from the date of
     purchase thereof issued by a corporation that is not the Issuer or an
     Affiliate of the Issuer, and is organized under the laws of any State of
     the United States of America or the District of Columbia or Canada or any
     province or territory thereof and rated at least A-2 by S&P, at least P-2
     by Moody's or R-1 (low) by DBRS;



                                      -4-

          (4) repurchase obligations with a term of not more than ten days for
     underlying securities of the types described in clause (1) above entered
     into with any commercial bank meeting the specifications of clause (2)
     above; and

          (5) investments in money market or other mutual funds substantially
     all of whose assets comprise securities of the types described in clauses
     (1) through (4) above.

          "Change of Control" means the occurrence of any of the following
events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
     this clause that person or group shall be deemed to have "beneficial
     ownership" of all securities that any such person or group has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of Voting Stock representing more
     than 50% of the voting power of the total outstanding Voting Stock of the
     Issuer;

          (2) during any period of two consecutive years, individuals who at the
     beginning of such period constituted the Board of Directors (together with
     any new directors whose election to such Board of Directors or whose
     nomination for election by the stockholders of the Issuer was approved by a
     vote of the majority of the directors of the Issuer then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the Board of Directors of the Issuer;

          (3) (a) all or substantially all of the assets of the Issuer and the
     Restricted Subsidiaries are sold or otherwise transferred to any Person
     other than a Wholly-Owned Restricted Subsidiary or (b) the Issuer
     consolidates or merges with or into another Person or any Person
     consolidates, amalgamates or merges with or into the Issuer, in either case
     under this clause (3), in one transaction or a series of related
     transactions in which immediately after the consummation thereof Persons
     owning Voting Stock representing in the aggregate a majority of the total
     voting power of the Voting Stock of the Issuer immediately prior to such
     consummation do not own Voting Stock representing a majority of the total
     voting power of the Voting Stock of the Issuer or the surviving or
     transferee Person; or

          (4) the Issuer shall adopt a plan of liquidation or dissolution or any
     such plan shall be approved by the stockholders of the Issuer.

          "Common Stock" of any Person means all Equity Interests of such Person
that are generally entitled to (i) vote in the election of directors of such
Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that shall control the management and policies of such Person.



                                      -5-

          "Company Request" means any written request signed in the name of the
Issuer by any one of the Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer, the
Controller or the Treasurer of the Issuer and attested to by the Secretary or
any Assistant Secretary of the Issuer.

          "Consolidated Amortization Expense" for any period means the
amortization expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

          "Consolidated Cash Flow" for any period means, without duplication,
the sum of the amounts for such period of

          (1) Consolidated Net Income, plus

          (2) in each case only to the extent deducted in determining
     Consolidated Net Income and with respect to the portion of Consolidated Net
     Income attributable to any Restricted Subsidiary that is not a Guarantor
     only if a corresponding amount would be permitted at the date of
     determination to be distributed to the Issuer by such Restricted Subsidiary
     without prior approval (that has not been obtained), pursuant to the terms
     of its charter and all agreements, instruments, judgments, decrees, orders,
     statutes, rules and governmental regulations applicable to such Restricted
     Subsidiary or its stockholders,

               (a) Consolidated Income Tax Expense,

               (b) Consolidated Amortization Expense (but only to the extent not
          included in Consolidated Fixed Charges),

               (c) Consolidated Depreciation Expense (but only to the extent not
          included in Consolidated Fixed Charges),

               (d) Consolidated Fixed Charges, and

               (e) all other non-cash items reducing the Consolidated Net Income
          (excluding any non-cash charge that results in an accrual of a reserve
          for cash charges in any future period) for such period,

          in each case determined on a consolidated basis in accordance with
          GAAP, minus

          (3) the aggregate amount of all non-cash items, determined on a
     consolidated basis, to the extent such items increased Consolidated Net
     Income for such period.

          "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Issuer and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.



                                      -6-

          "Consolidated Fixed Charge Coverage Ratio" means the ratio of
Consolidated Cash Flow during the most recent four consecutive full fiscal
quarters for which financial statements are publicly available (the
"Four-Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges for the Four-Quarter Period.
For purposes of this definition, Consolidated Cash Flow and Consolidated Fixed
Charges shall be calculated after giving effect on a pro forma basis for the
period of such calculation to:

          (1) the incurrence of any Indebtedness or the issuance of any
     Preferred Stock of the Issuer or any Restricted Subsidiary (and the
     application of the proceeds therefrom) and any repayment of other
     Indebtedness or redemption of other Preferred Stock (other than the
     incurrence or repayment of Indebtedness in the ordinary course of business
     for working capital purposes pursuant to any revolving credit arrangement)
     occurring during the Four-Quarter Period or at any time subsequent to the
     last day of the Four-Quarter Period and on or prior to the Transaction
     Date, as if such incurrence, repayment, issuance or redemption, as the case
     may be (and the application of the proceeds thereof), occurred on the first
     day of the Four-Quarter Period; and

          (2) any Asset Sale or other disposition or Asset Acquisition
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of the Issuer or any Restricted
     Subsidiary (including any Person who becomes a Restricted Subsidiary as a
     result of such Asset Acquisition) incurring Acquired Indebtedness and also
     including any Consolidated Cash Flow (including any pro forma expense and
     cost reductions calculated on a basis consistent with Regulation S-X under
     the Exchange Act) associated with any such Asset Acquisition) occurring
     during the Four-Quarter Period or at any time subsequent to the last day of
     the Four-Quarter Period and on or prior to the Transaction Date, as if such
     Asset Sale or Asset Acquisition or other disposition (including the
     incurrence of, or assumption or liability for, any such Indebtedness or
     Acquired Indebtedness) occurred on the first day of the Four-Quarter
     Period.

          If the Issuer or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Issuer or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

          In calculating Consolidated Fixed Charges for purposes of determining
the denominator (but not the numerator) of this Consolidated Fixed Charge
Coverage Ratio:

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which shall continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date;



                                      -7-

          (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date shall be deemed to have been in effect during the Four-Quarter Period;
     and

          (3) notwithstanding clause (1) or (2) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Hedging Obligations, shall be deemed to accrue at
     the rate per annum resulting after giving effect to the operation of such
     Hedging Agreements.

          "Consolidated Fixed Charges" for any period means the sum, without
duplication, of the total interest expense of the Issuer and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and shall also include, without duplication,

          (1) imputed interest on Capitalized Lease Obligations, obligations
     under conditional sale and other title retention programs and Attributable
     Indebtedness,

          (2) commissions and discounts owed with respect to letters of credit
     securing financial obligations, bankers' acceptance financing and
     receivables financings,

          (3) the net costs associated with Hedging Obligations of the type
     described in clause (1) of the definition thereof,

          (4) amortization of debt issuance costs and debt discount or premium,

          (5) the interest portion of any deferred payment obligations,

          (6) all other non-cash interest expense,

          (7) capitalized interest,

          (8) the product of (a) all dividend payments on any series of
     Preferred Stock of the Issuer or any Restricted Subsidiary (other than any
     such Preferred Stock held by the Issuer or a Wholly-Owned Restricted
     Subsidiary), to the extent not deductible or creditable for tax purposes
     multiplied by (b) a fraction, the numerator of which is one and the
     denominator of which is one minus the then current combined federal,
     foreign, state, provincial and local statutory tax rate of the Issuer and
     the Restricted Subsidiaries, expressed as a decimal,

          (9) all interest payable with respect to discontinued operations,

          (10) all interest on any Indebtedness of any other Person guaranteed
     by the Issuer or any Restricted Subsidiary but solely to the extent such
     Person is in default under



                                      -8-

     such Indebtedness or such interest is currently payable by the Issuer or
     any Restricted Subsidiary, and

          (11) all interest payable with respect to any Indebtedness (other than
     any such Indebtedness held by the Issuer or a Wholly-Owned Restricted
     Subsidiary) of the Issuer or any Restricted Subsidiary to the extent such
     Indebtedness is treated as equity in accordance with GAAP;

provided that, notwithstanding the foregoing, any interest or dividends of the
type described in this definition shall be excluded from Consolidated Fixed
Charges to the extent paid in shares of the Issuer's Common Stock.

          "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Issuer and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Net Income" for any period means the net income (or
loss) of the Issuer and the Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (1) the net income (or loss) of any Person (other than a Restricted
     Subsidiary) in which any Person other than the Issuer and the Restricted
     Subsidiaries has an ownership interest, except to the extent that cash in
     an amount equal to any such income has actually been received by the Issuer
     or any of its Wholly-Owned Restricted Subsidiaries during such period;

          (2) except to the extent includible in the consolidated net income of
     the Issuer pursuant to the foregoing clause (1), the net income (or loss)
     of any Person that accrued prior to the date that (a) such Person becomes a
     Restricted Subsidiary or is merged into or consolidated with the Issuer or
     any Restricted Subsidiary or (b) the assets of such Person are acquired by
     the Issuer or any Restricted Subsidiary;

          (3) the net income of any Restricted Subsidiary that is not a
     Guarantor during such period to the extent that the declaration or payment
     of dividends or similar distributions by such Restricted Subsidiary of that
     income is not permitted by operation of the terms of its charter or any
     agreement, instrument, judgment, decree, order, statute, rule or
     governmental regulation applicable to that Subsidiary during such period,
     except that the Issuer's equity in a net loss of any such Restricted
     Subsidiary for such period shall be included in determining Consolidated
     Net Income;

          (4) for the purposes of calculating the Restricted Payments Basket
     only, in the case of a successor to the Issuer by consolidation, merger or
     transfer of its assets, any income (or loss) of the successor prior to such
     merger, consolidation or transfer of assets;



                                      -9-

          (5) other than for purposes of calculating the Restricted Payments
     Basket, any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by the Issuer or any Restricted Subsidiary upon (a) the acquisition
     of any securities, or the extinguishment of any Indebtedness, of the Issuer
     or any Restricted Subsidiary or (b) any asset sale by the Issuer or any
     Restricted Subsidiary; and

          (6) other than for purposes of calculating the Restricted Payments
     Basket, any extraordinary gain (or extraordinary loss), together with any
     related provision for taxes on any such extraordinary gain (or the tax
     effect of any such extraordinary loss), realized by the Issuer or any
     Restricted Subsidiary during such period.

In addition, any return of capital with respect to an Investment that increased
the Restricted Payments Basket pursuant to clause (3)(d) of the first paragraph
of Section 4.07 or decreased the amount of Investments outstanding pursuant to
clause (12) of the definition of "Permitted Investments" shall be excluded from
Consolidated Net Income for purposes of calculating the Restricted Payments
Basket.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is as set
forth in Section 11.02.

          "Coverage Ratio Exception" has the meaning set forth in the proviso in
the first paragraph of Section 4.06.

          "Credit Agreement" means the Amended and Restated Revolving Credit
Agreement dated as of October 13, 2000 by and among the Issuer and the
Guarantors, as Borrowers, The Toronto-Dominion Bank, as agent, and the other
lenders named therein, and one or more other debt facilities of the Issuer
and/or the Guarantors, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as amended or refinanced from time to time, including any
agreement or agreements extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of borrowings or other
Indebtedness outstanding or available to be borrowed thereunder) all or any
portion of the Indebtedness under such agreement or agreements, and any
successor or replacement agreement or agreements with the same or any other
agents, creditor, lender or group of creditors or lenders.

          "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

          "DBRS" means Dominion Bond Rating Service Limited, and its successors.



                                      -10-

          "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

          "Designation" has the meaning given to this term in Section 4.19.

          "Designation Amount" has the meaning given to this term in Section
4.19.

          "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that is not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, shall not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that is not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests is
convertible, exchangeable or exercisable) the right to require the Issuer to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
described under Section 4.15 and such Equity Interests specifically provides
that the Issuer shall not redeem any such Equity Interests pursuant to such
provisions prior to the Issuer's purchase of the Notes as required pursuant to
the provisions described under Section 4.15.

          "DTC" means The Depository Trust Company, its nominee or successor.

          "Equity Interests" of any Person means (1) any and all shares or other
equity interests (including Common Stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

          "Exchange Notes" has the meaning provided in the Registration Rights
Agreement.



                                      -11-

          "Fair Market Value" means, with respect to any asset, the price (after
taking into account any liabilities relating to such assets) that would be
negotiated in an arm's-length transaction for cash between a willing seller and
a willing and able buyer, neither of which is under any compulsion to complete
the transaction, as such price is determined in good faith by the Board of
Directors of the Issuer or a duly authorized committee thereof, as evidenced by
a resolution of such Board or committee.

          "First Preferred Shares" means the Issuer's 6,000,000 Cdn$25.00
original liquidation value, first preferred shares Series 1 issued and
outstanding on the date hereof.

          "GAAP" means generally accepted accounting principles in Canada, as in
effect from time to time.

          "guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). "guarantee," when used as a verb, and "guaranteed" have correlative
meanings.

          "General Scrap Facilities" means one or more debt facilities of
General Scrap Partnership or any of its Subsidiaries, including any notes,
guarantees, collateral and security documents, instruments and agreements
executed in connection therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended or refinanced
from time to time, including any agreement or agreements extending the maturity
of, refinancing, replacing or otherwise restructuring (including increasing the
amount of borrowings or other Indebtedness outstanding or available to be
borrowed thereunder) all or any portion of the Indebtedness under such agreement
or agreements, and any successor or replacement agreement or agreements with the
same or any other agents, creditor, lender or group of creditors or lenders.

          "Guarantors" means each Restricted Subsidiary of the Issuer that has
been a borrower under or has executed a guarantee of Indebtedness under the
Credit Agreement, and each other Person that is required to become a Guarantor
by the terms of this Indenture after the Issue Date, in each case, until such
Person is released from its Note Guarantee.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement, (2) foreign exchange
contracts, currency swap agreements or other



                                      -12-

similar agreement or arrangement, or (3) any forward contract, commodity swap
agreement, commodity option agreement or other similar agreement or arrangement.

          "Holder" means any registered holder, from time to time, of the Notes.

          "incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or, indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided that (1) the Indebtedness of a Person existing at the time
such Person became a Restricted Subsidiary shall be deemed to have been incurred
by such Restricted Subsidiary and (2) neither the accrual of interest nor the
accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness.

          "Indebtedness" of any Person at any date means, without duplication:

          (1) all liabilities, contingent or otherwise, of such Person for
     borrowed money (whether or not the recourse of the lender is to the whole
     of the assets of such Person or only to a portion thereof);

          (2) all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) all obligations of such Person in respect of letters of credit or
     other similar instruments (or reimbursement obligations with respect
     thereto);

          (4) all obligations of such Person to pay the deferred and unpaid
     purchase price of assets;

          (5) the maximum fixed redemption or repurchase price of all
     Disqualified Equity Interests of such Person;

          (6) all Capitalized Lease Obligations of such Person;

          (7) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

          (8) all Indebtedness of others guaranteed by such Person to the extent
     of such guarantee; provided that Indebtedness of the Issuer or its
     Subsidiaries that is guaranteed by the Issuer or the Issuer's Subsidiaries
     shall only be counted once in the calculation of the amount of Indebtedness
     of the Issuer and its Subsidiaries on a consolidated basis;

          (9) all Attributable Indebtedness;

          (10) all Hedging Obligations of such Person; and



                                      -13-

          (11) all obligations of such Person under conditional sale or other
     title retention agreements relating to assets purchased by such Person.

          For the avoidance of doubt, "Indebtedness" of any Person shall not
     include:

               (i) current trade payables incurred in the ordinary course of
          business and payable in accordance with customary practices;

               (ii) deferred tax obligations;

               (iii) minority interest;

               (iv) uncapitalized interest;

               (v) non-interest bearing installment obligations and accrued
          liabilities incurred in the ordinary course of business; and

               (vi) obligations of the Issuer or any Restricted Subsidiary
          pursuant to contracts for, or options, puts or similar arrangements
          relating to, the purchase of raw materials or the sale of inventory at
          a time in the future entered into in the ordinary course of business.

          Any Indebtedness which is incurred at a discount to the principal
amount at maturity thereof shall be deemed to have been incurred at the
discounted principal amount at maturity thereof based on the implied rate in the
transaction. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured. For
purposes of clause (5), the "maximum fixed redemption or repurchase price" of
any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.

          "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

          "Independent Director" means a director of the Issuer who

          (1) has no financial interest in the transaction at issue;

          (2) does not have any material financial interest in the Issuer or any
     of its Affiliates (other than as a result of holding securities of the
     Issuer); and



                                      -14-

          (3) has not and whose Affiliates have not, at any time during the
     twelve months prior to the taking of any action hereunder, received, or
     entered into any understanding or agreement to receive, any compensation,
     payment or other benefit from the Issuer or any of its Affiliates, other
     than directors' fees for serving on the Board of Directors of the Issuer or
     any Affiliate and reimbursement of out-of-pocket expenses for attendance at
     the Issuer's or Affiliate's board and board committee meetings.

          "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Issuer's Board of Directors, qualified to perform the
task for which it has been engaged and disinterested and independent with
respect to the Issuer and its Affiliates.

          "Initial Purchasers" means UBS Securities LLC, RBC Dominion Securities
Corporation, ABN AMRO Incorporated, CIBC World Markets Corp., TD Securities
(USA) Inc. and Wells Fargo Securities, LLC.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
promulgated under the Securities Act.

          "interest" means, with respect to the Notes, interest and Additional
Interest, if any, on the Notes.

          "Interest Payment Date" means each semiannual interest payment date on
June 1 and December 1 of each year, commencing December 1, 2003.

          "Investment Grade" designates a rating of BBB- or higher by S&P, Baa3
or higher by Moody's or BBB(low) by DBRS or the equivalent of such ratings by
S&P, Moody's or DBRS. In the event that the Issuer shall select any other Rating
Agency, the equivalent of such ratings by such Rating Agency shall be used.

          "Investments" of any Person means:

          (1) all direct or indirect investments by such Person in any other
     Person in the form of loans, advances or capital contributions or other
     credit extensions constituting Indebtedness of such other Person, and any
     guarantee of Indebtedness of any other Person;

          (2) all purchases (or other acquisitions for consideration) by such
     Person of Indebtedness, Equity Interests or other securities of any other
     Person;

          (3) all other items that would be classified as investments (including
     purchases of assets outside the ordinary course of business) on a balance
     sheet of such Person prepared in accordance with GAAP; and



                                      -15-

          (4) the Designation of any Subsidiary as an Unrestricted Subsidiary.

Except as otherwise expressly specified in this definition, the amount of any
Investment (other than an Investment made in cash) shall be the Fair Market
Value thereof on the date such Investment is made. The amount of Investment
pursuant to clause (4) shall be the Designation Amount determined in accordance
with Section 4.19. If the Issuer or any Subsidiary sells or otherwise disposes
of any Equity Interests of any direct or indirect Subsidiary such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary, the Issuer shall be deemed to have made an Investment on the date of
any such sale or other disposition equal to the Fair Market Value of the Equity
Interests of and all other Investments in such Subsidiary not sold or disposed
of, which amount shall be determined by the Board of Directors. The acquisition
by the Issuer or any Restricted Subsidiary of a Person that holds an Investment
in a third Person shall be deemed to be an Investment by the Issuer or such
Restricted Subsidiary in the third Person in an amount equal to the Fair Market
Value of the Investment held by the acquired Person in the third Person.
Notwithstanding the foregoing, purchases or redemptions of Equity Interests or
debt instruments of the Issuer or any wholly-owned Subsidiary shall be deemed
not to be Investments.

          "Issue Date" means June 18, 2003.

          "Legend Applicable to Canadian Holders" means a legend set forth in
Exhibit G.

          "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, lease, easement, restriction, covenant,
charge, security interest or other encumbrance of any kind or nature in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell, and any filing of, or agreement to give, any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases).

          "Maturity Date" means June 1, 2013.

          "Montpelier Sale and Leaseback Obligations" means the obligations of
IPSCO Steel Inc. to make payments pursuant to the Equipment Lease, dated as of
October 13, 2000 between State Street Bank and Trust Company of Connecticut,
National Association (in its capacity as trustee under IPSCO Statutory Trust No.
2000-1), as lessor, IPSCO Steel Inc., as lessee, as in effect on the Issue Date
and as amended after the Issue Date in any manner that does not materially
increase the obligations thereunder.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of



                                      -16-

          (1) brokerage commissions and other fees and expenses (including fees
     and expenses of legal counsel, accountants and investment banks) of such
     Asset Sale;

          (2) provisions for taxes payable as a result of such Asset Sale (after
     taking into account any available tax credits or deductions and any tax
     sharing arrangements);

          (3) amounts required to be paid to any Person (other than the Issuer
     or any Restricted Subsidiary) owning a beneficial interest in the assets
     subject to the Asset Sale or having a Lien thereon;

          (4) payments of unassumed liabilities (not constituting Indebtedness)
     relating to the assets sold at the time of, or within 30 days after the
     date of, such Asset Sale; and

          (5) appropriate amounts to be provided by the Issuer or any Restricted
     Subsidiary, as the case may be, as a reserve required in accordance with
     GAAP against any liabilities associated with such Asset Sale and retained
     by the Issuer or any Restricted Subsidiary, as the case may be, after such
     Asset Sale, including pensions and other postemployment benefit
     liabilities, liabilities related to environmental matters and liabilities
     under any indemnification obligations associated with such Asset Sale, all
     as reflected in an Officers' Certificate delivered to the Trustee;
     provided, however, that any amounts remaining after adjustments,
     revaluations or liquidations of such reserves shall constitute Net
     Available Proceeds;

provided, that the term "Net Available Proceeds" shall not include the proceeds
of any Asset Sale entered into during any Suspension Period.

          "Non-Recourse Indebtedness" means Indebtedness of an Unrestricted
Subsidiary:

          (1) as to which neither the Issuer nor any Restricted Subsidiary (a)
     provides credit support of any kind (including any undertaking, agreement
     or instrument that would constitute Indebtedness), (b) is directly or
     indirectly liable as a guarantor or otherwise, or (c) constitutes the
     lender;

          (2) no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any other Indebtedness (other than the Notes) of the Issuer or any
     Restricted Subsidiary to declare a default on such other Indebtedness or
     cause the payment thereof to be accelerated or payable prior to its stated
     maturity; and

          (3) as to which the lenders have been notified in writing that they
     shall not have any recourse to the Equity Interests or assets of the Issuer
     or any Restricted Subsidiary.



                                      -17-

          "Non-U.S. Person" means a Person who is not a U.S. person, as defined
in Regulation S.

          "Note Guarantee" means a guarantee of the Notes by a Guarantor.

          "Notes" means the 8 3/4% Senior Notes due 2013 issued by the Issuer,
including, without limitation, the Original Notes, Additional Notes, if any, the
Private Exchange Notes, if any, and the Exchange Notes, constituting a single
class of securities, as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Indenture.

          "Obligation" means any principal, interest, penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

          "Offering" means the offering pursuant to the Offering Memorandum of
the Notes to be issued on the Issue Date.

          "Offering Memorandum" means the Offering Memorandum dated June 13,
2003 pursuant to which the Notes issued on the Issue Date were offered.

          "Officer" means any of the following of the Issuer: the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion reasonably satisfactory
in form and substance to the Trustee from legal counsel, which counsel is
reasonably acceptable to the Trustee, including the matters required by Section
11.05 and delivered to the Trustee.

          "Original Notes" means $200.0 million of Notes issued on the Issue
Date.

          "Pari Passu Indebtedness" means any Indebtedness of the Issuer or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

          "Permitted Business" means the businesses engaged in by the Issuer and
its Subsidiaries on the Issue Date as described in the Offering Memorandum and
businesses that are reasonably related thereto or constitute reasonable
extensions thereof.

          "Permitted Investment" means:

          (1) Investments by the Issuer or any Restricted Subsidiary in (a) any
     Restricted Subsidiary or (b) in any Person that is or shall become
     immediately after such



                                      -18-

     Investment a Restricted Subsidiary or that shall merge, amalgamate or
     consolidate with or into the Issuer or a Restricted Subsidiary;

          (2) Investments in the Issuer by any Restricted Subsidiary;

          (3) loans and advances to directors, employees and officers of the
     Issuer and the Restricted Subsidiaries for bona fide business purposes not
     in excess of $5.0 million at any one time outstanding;

          (4) Hedging Obligations incurred pursuant to clause (4) of the second
     paragraph of Section 4.06;

          (5) Cash Equivalents;

          (6) receivables owing to the Issuer or any Restricted Subsidiary if
     created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided, however,
     that such trade terms may include such concessionary trade terms as the
     Issuer or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of compromise, arrangement or reorganization or
     similar arrangement upon the bankruptcy or insolvency of such trade
     creditors or customers;

          (8) Investments made by the Issuer or any Restricted Subsidiary as a
     result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10;

          (9) lease, utility and other similar deposits in the ordinary course
     of business;

          (10) Investments made by the Issuer or a Restricted Subsidiary for
     consideration consisting only of Qualified Equity Interests of the Issuer;

          (11) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to the Issuer or any
     Restricted Subsidiary or in satisfaction of judgments;

          (12) Investments in joint ventures in an aggregate amount not to
     exceed $35.0 million at any one time outstanding;

          (13) any Investment by the Issuer or a Restricted Subsidiary of the
     Issuer in a Securitization Entity; provided that such Investment is in the
     form of a Purchase Money Note or an equity interest or interests in
     accounts receivable generated by the Issuer or any of its Restricted
     Subsidiaries; and



                                      -19-

          (14) Investments in an aggregate amount not to exceed $30.0 million at
     any one time outstanding (with each Investment being valued as of the date
     made and without regard to subsequent changes in value).

          The amount of Investments outstanding at any time shall be deemed to
     be reduced:

               (a) upon the disposition or repayment of or return on any
          Investment, by an amount equal to the return of capital with respect
          to such Investment to the Issuer or any Restricted Subsidiary (to the
          extent not included in the computation of Consolidated Net Income),
          less the cost of the disposition of such Investment and net of taxes;
          and

               (b) upon a Redesignation of an Unrestricted Subsidiary as a
          Restricted Subsidiary, by an amount equal to the lesser of (x) the
          Fair Market Value of the Issuer's proportionate interest in such
          Subsidiary immediately following such Redesignation, and (y) the
          aggregate amount of Investments in such Subsidiary that increased (and
          did not previously decrease) the amount of Investments outstanding.

          "Permitted Liens" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Issuer or the Restricted Subsidiaries shall
     have set aside on its books such reserves as may be required pursuant to
     GAAP;

          (2) Liens imposed by law that are incurred in the ordinary course of
     business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, mechanics', landlords', materialmen's,
     employees', laborers', employers', suppliers', banks', repairmen's and
     other like Liens;

          (3) Liens incurred or deposits made in connection with workers'
     compensation, unemployment insurance and other types of social security, or
     to secure the performance of tenders, statutory obligations, surety and
     appeal bonds, bids, leases, government contracts, performance and
     return-of-money bonds and other similar obligations (exclusive of
     obligations for the payment of borrowed money);

          (4) 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;



                                      -20-

          (5) judgment Liens not giving rise to a Default so long as any
     appropriate legal proceedings which may have been duly initiated for the
     review of such judgment have not been finally terminated or the period
     within which the proceedings may be initiated has not expired;

          (6) easements, rights-of-way, zoning restrictions and other similar
     charges, restrictions or encumbrances in respect of real property or
     immaterial imperfections of title which do not, in the aggregate, impair in
     any material respect the ordinary conduct of the business of the Issuer and
     the Restricted Subsidiaries taken as a whole;

          (7) 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;

          (8) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Issuer
     or any Restricted Subsidiary, including rights of offset and setoff;

          (9) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     of accounts maintained by the Issuer or any Restricted Subsidiary, 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;

          (10) leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Issuer or any
     Restricted Subsidiary;

          (11) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (12) Liens securing all of the Notes and Liens securing any Note
     Guarantee;

          (13) Liens existing on the Issue Date securing Indebtedness
     outstanding on the Issue Date;

          (14) Liens in favor of the Issuer or any Restricted Subsidiary;

          (15) Liens on accounts receivables, inventory, books, records,
     supporting obligations and contracts and other rights related thereto
     securing Indebtedness under the Credit Agreement;



                                      -21-

          (16) Liens securing Purchase Money Indebtedness and Liens securing
     Capitalized Lease Obligations to the extent such Liens do not extend to any
     property or assets other than the property or assets acquired after the
     Issue Date;

          (17) Liens securing Acquired Indebtedness permitted to be incurred
     under this Indenture; provided that the Liens do not extend to assets not
     subject to such Lien at the time of acquisition (other than improvements
     thereon) and are no more favorable to the lienholders than those securing
     such Acquired Indebtedness prior to the incurrence of such Acquired
     Indebtedness by the Issuer or a Restricted Subsidiary;

          (18) Liens on assets of a Person existing at the time such Person is
     acquired or merged with or into or consolidated with the Issuer or any such
     Restricted Subsidiary (and not created in anticipation or contemplation
     thereof);

          (19) Liens to secure Refinancing Indebtedness of Indebtedness secured
     by Liens referred to in this definition; provided that in each case such
     Liens do not extend to any additional assets (other than improvements
     thereon and replacements thereof);

          (20) Liens to secure Attributable Indebtedness (including, without
     limitation, Liens securing the Montpelier Sale and Leaseback Obligations)
     and/or that are incurred pursuant to Section 4.20; provided that any such
     Lien shall not extend to or cover any assets of the Issuer or any
     Restricted Subsidiary other than the assets which are the subject of the
     Sale and Leaseback Transaction in which the Attributable Indebtedness is
     incurred;

          (21) Liens existing on the Issue Date;

          (22) Liens on accounts receivable, inventory, books, records and
     supporting obligations, contracts and other rights related thereto and Cash
     Equivalents securing Hedging Obligations incurred in compliance with clause
     (4) of the second paragraph of Section 4.06;

          (23) 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;

          (24) 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;

          (25) Liens occurring solely by the filing of a Uniform Commercial Code
     statement, which filing has not been consented to by the Issuer or any
     Restricted Subsidiary;



                                      -22-

          (26) any obligations or duties affecting any property of the Issuer or
     any Restricted Subsidiary 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;

          (27) undetermined or inchoate Liens arising in the ordinary course of
     business which have not at such time been filed pursuant to Law against the
     Person or which relate to obligations not due or delinquent;

          (28) Liens affecting real property of the Person 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 Person, such Liens do not materially
     interfere with the use of such real property by the Person;

          (29) Liens affecting real property of the Person 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;

          (30) 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;

          (31) 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;

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

          (33) 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;

          (34) Liens arising or that may be deemed to arise on accounts
     receivable, books, records and contracts, supporting obligations and other
     rights related thereto in favor of a Securitization Entity arising in
     connection with a Qualified Securitization Transaction; and



                                      -23-

          (35) Liens incurred in the ordinary course of business of the Issuer
     or any Restricted Subsidiary with respect to obligations (other than
     Indebtedness) that do not in the aggregate exceed $10.0 million at any one
     time outstanding.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

          "Physical Notes" means certificated Notes in registered form in
substantially the form set forth in Exhibit A.

          "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

          "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other preferred or preference equity interests
(however designated) of such Person whether now outstanding or issued after the
Issue Date.

          "principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

          "Private Exchange" has the meaning set forth in the Registration
Rights Agreement.

          "Private Exchange Notes" has the meaning set forth in the Registration
Rights Agreement.

          "Private Placement Legend" means a legend in the form set forth in
Exhibit B.

          "Purchase Money Indebtedness" means Indebtedness, including
Capitalized Lease Obligations, of the Issuer or any Restricted Subsidiary
incurred for the purpose of financing all or any part of the purchase price of
property, plant or equipment used in the business of the Issuer or any
Restricted Subsidiary or the cost of installation, construction or improvement
thereof; provided, however, that (1) the amount of such Indebtedness shall not
exceed such purchase price or cost plus the amount of fees and expenses
associated with such purchase and the financing thereof, (2) such Indebtedness
shall not be secured by any asset other than the specified asset being financed
or, in the case of real property or fixtures, including additions and
improvements, the real property to which such asset is attached and (3) such
Indebtedness shall



                                      -24-

be incurred within 90 days after such acquisition of such asset by the Issuer or
such Restricted Subsidiary or such installation, construction or improvement.

          "Purchase Money Note" means a promissory note evidencing a line of
credit, which may be irrevocable, from, or evidencing other Indebtedness owed
to, the Issuer or any if its Restricted Subsidiaries in connection with a
Qualified Securitization Transaction, which note shall be repaid from cash
available to the maker of such note, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated accounts
receivable.

          "Qualified Equity Interests" means Equity Interests of the Issuer
other than Disqualified Equity Interests; provided that such Equity Interests
shall not be deemed Qualified Equity Interests to the extent sold or owed to a
Subsidiary of the Issuer or financed, directly or indirectly, using funds (1)
borrowed from the Issuer or any Subsidiary of the Issuer until and to the extent
such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by
the Issuer or any Subsidiary of the Issuer (including, without limitation, in
respect of any employee stock ownership or benefit plan).

          "Qualified Equity Offering" means the issuance and sale of Qualified
Equity Interests of the Issuer to any Person who is not, prior to such issuance
and sale, an Affiliate of the Issuer.

          "Qualified Securitization Transaction" means any transaction or series
of transactions that may be entered into by the Issuer, any Restricted
Subsidiary or a Securitization Entity pursuant to which the Issuer or such
Restricted Subsidiary or that Securitization Entity may, pursuant to customary
terms, sell, convey or otherwise transfer to, or grant a security interest in
for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted
Subsidiary which subsequently transfers to a Securitization Entity (in the case
of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other
Person (in the case of transfer by a Securitization Entity), any accounts
receivable (whether now existing or arising or acquired in the future) of the
Issuer or any Restricted Subsidiary which arose in the ordinary course of
business of the Issuer or such Restricted Subsidiary, and any assets related
thereto, including, books, records, and supporting obligations, contracts and
other rights relating thereto which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided that the sum
(the "Outstanding Receivables Amount") of (i) the aggregate uncollected balances
of the receivables so transferred (the "Transferred Receivables") plus (ii) the
aggregate amount of all collections on Transferred Receivables theretofore
received by the seller but not yet remitted to the purchaser, in each case, at
the date of determination, would not exceed $212.0 million

          "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.



                                      -25-

          "Rating Agencies" means:

          (a) S & P;

          (b) Moody's;

          (c) DBRS; or

          (d) if one or more of S&P, Moody's or DBRS shall not make a rating of
     the Notes publicly available, a nationally recognized securities rating
     agency or agencies, as the case may be, selected by the Issuer, which shall
     be substituted for S&P, Moody's or DBRS, as the case may be.

          "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning; provided that this definition shall not apply for
purposes of Section 3.07.

          "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to the terms of the Notes.

          "Redesignation" has the meaning given to such term in Section 4.19.

          "refinance" means to refinance, repay, prepay, replace, renew or
refund.

          "Refinancing Indebtedness" means Indebtedness of the Issuer or a
Restricted Subsidiary issued in exchange for, or the net proceeds from the
issuance and sale or disbursement of which are used substantially concurrently
to redeem or refinance, in whole or in part, or constituting an amendment of,
any Indebtedness of the Issuer or any Restricted Subsidiary (the "Refinanced
Indebtedness") in an amount not in excess of the amount of the Refinanced
Indebtedness so repaid or amended plus costs and expenses associated therewith
(or, if such Refinancing Indebtedness refinances Indebtedness under a revolving
credit facility or other agreement providing a commitment for subsequent
borrowings, with a maximum commitment not to exceed the maximum commitment under
such revolving credit facility or other agreement); provided that:

          (1) the Refinancing Indebtedness is the obligation of the same Person
     as that of the Refinanced Indebtedness;

          (2) if the Refinanced Indebtedness was subordinated to or pari passu
     with the Notes or the Note Guarantees, as the case may be, then such
     Refinancing Indebtedness, by its terms, is expressly pari passu with (in
     the case of Refinanced Indebtedness that was pari passu with) or
     subordinate in right of payment to (in the case of Refinanced Indebtedness
     that was subordinated to) the Notes or the Note Guarantees, as the case may
     be;



                                      -26-

          (3) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Refinanced Indebtedness being repaid or amended or (b)
     after the maturity date of the Notes;

          (4) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or prior to the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Refinanced Indebtedness being repaid that is
     scheduled to mature on or prior to the maturity date of the Notes; and

          (5) the Refinancing Indebtedness is secured only to the extent, if at
     all, and by the assets, that the Refinanced Indebtedness being repaid or
     amended is secured.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated June 18, 2003 among the Issuer, the Guarantors and the Initial
Purchasers, as amended from time to time.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S-X" means Regulation S-X promulgated under the Securities
Act.

          "Relevant Taxing Jurisdiction" means Canada or any other jurisdiction
in which the Issuer or any Guarantor is organized or resident for tax purposes
or conducts business, or from which or through which payment is made, or any
political subdivision thereof or therein.

          "Responsible Officer" when used with respect to the Trustee, means an
officer or assistant officer assigned to the corporate trust department of the
Trustee (or any successor group of the Trustee) with direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

          "Restricted Note" has the same meaning as "restricted security" set
forth in Rule 144(a)(3) promulgated under the Securities Act; provided, that the
Trustee shall be entitled to request and conclusively rely upon an Opinion of
Counsel with respect to whether any Note is a Restricted Note.

          "Restricted Payment" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution on Equity Interests of the Issuer or any Restricted Subsidiary
     or any payment made to the direct or indirect holders (in their capacities
     a such) of Equity Interests of the Issuer or any Restricted Subsidiary,
     including, without limitation, any payment in connection with any merger or
     consolidation involving the Issuer but excluding (a) dividends or



                                      -27-

     distributions payable solely in Qualified Equity Interests and (b) in the
     case of Restricted Subsidiaries, dividends or distributions payable to the
     Issuer or to a Restricted Subsidiary and pro rata dividends or
     distributions payable to minority stockholders of any Restricted
     Subsidiary;

          (2) the redemption of any Equity Interests of the Issuer or any
     Restricted Subsidiary, including, without limitation, any payment in
     connection with any merger or consolidation involving the Issuer but
     excluding any such Equity Interests held by the Issuer or any Restricted
     Subsidiary;

          (3) any Investment other than a Permitted Investment; or

          (4) any redemption prior to 91 days before the scheduled maturity or
     prior to 91 days before any scheduled repayment of principal or sinking
     fund payment, as the case may be, in respect of Subordinated Indebtedness.

          "Restricted Payments Basket" has the meaning given to such term in
Section 4.07.

          "Restricted Subsidiary" means any Subsidiary of the Issuer other than
an Unrestricted Subsidiary.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., and its successors.

          "Sale and Leaseback Transactions" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

          "SEC" means the U.S. Securities and Exchange Commission.

          "Securities Act" means the U.S. Securities Act of 1933, as amended.

          "Securitization Entity" means any Unrestricted Subsidiary of the
Issuer or any other corporation, trust or entity that is exclusively engaged in
Qualified Securitization Transactions and activities relating directly thereto.

          "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act



                                      -28-

as such Regulation is in effect on the Issue Date and (2) any Restricted
Subsidiary that, when aggregated with all other Restricted Subsidiaries that are
not otherwise Significant Subsidiaries and as to which any event described in
clause (7) or (8) under Section 6.01 has occurred and is continuing, would
constitute a Significant Subsidiary under clause (1) of this definition.

          "Subordinated Indebtedness" means Indebtedness of the Issuer or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

          "Subsidiary" means, with respect to any Person:

          (1) any corporation, limited liability company, association or other
     business entity of which more than 50% of the total voting power of the
     Equity Interests entitled (without regard to the occurrence of any
     contingency) to vote in the election of the Board of Directors thereof are
     at the time owned or controlled, directly or indirectly, by such Person or
     one or more of the other Subsidiaries of that Person (or a combination
     thereof); and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or of one or more
     Subsidiaries of such Person (or any combination thereof).

Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the Issuer.

          "Suspension Period" means any period in which the Notes are rated
Investment Grade by all three Rating Agencies and no Default or Event of Default
has occurred and is continuing under this Indenture.

          "Tax" shall mean any tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and any other liabilities
related thereto).

          "Taxing Authority" shall mean any government or political subdivision
or territory or possession of any government or any authority or agency therein
or thereof having power to tax.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.



                                      -29-

          "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Issuer in accordance with Section 4.19 and (2) any Subsidiary
of an Unrestricted Subsidiary.

          "U.S." and "United States" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia.

          "U.S. Government Obligations" means direct non-callable obligations
of, or obligations guaranteed by, the United States of America for the payment
of which guarantee or obligations the full faith and credit of the United States
is pledged.

          "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

          "Weighted Average Life to Maturity" when applied to any Indebtedness
at any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that shall elapse
between such date and the making of such payment by (2) the then outstanding
principal amount of such Indebtedness.

          "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of
which 100% of the Equity Interests (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the Issuer
or through one or more Wholly-Owned Restricted Subsidiaries.

     SECTION 1.02 Other Definitions.

          The definitions of the following terms may be found in the sections
indicated as follows:

                           Term                               Defined in Section
                           ----                               ------------------
"actual knowledge".........................................        7.02
"Additional Amounts".......................................        4.16
"Affiliate Transaction"....................................        4.09
"Change of Control Offer"..................................        4.15(a)
"Change of Control Payment Date"...........................        4.15(b)
"Change of Control Purchase Price".........................        4.15(a)
"Clearstream"..............................................        2.16(a)



                                      -30-

                           Term                               Defined in Section
                           ----                               ------------------
"Covenant Defeasance"......................................        9.03
"DTC Agent Members"........................................        2.16(a)
"Euroclear"................................................        2.16(a)
"Events of Default"........................................        6.01
"Excess Proceeds"..........................................        4.10
"Global Notes".............................................        2.16(a)
"Legal Defeasance".........................................        9.02
"Judgment Currency"........................................       11.16
"Net Proceeds Deficiency"..................................        4.10
"Net Proceeds Offer".......................................        4.10
"Offered Price"............................................        4.10
"Other Notes"..............................................        2.02
"Outstanding Receivables Amount"...........................        1.01
"Pari Pasu Indebtedness Price".............................        4.10
"Paying Agent".............................................        2.04
"Payment Amount"...........................................        4.10
"Permitted Indebtedness"...................................        4.06
"Refinanced Indebtedness"..................................        1.01
"Register".................................................        2.04
"Registrar"................................................        2.04
"Regulation S Global Note".................................        2.16(a)
"Regulation S Notes".......................................        2.02
"Restricted Global Note"...................................        2.16(a)
"Restricted Period"........................................        2.16(f)
"Rule 144A Notes"..........................................        2.02
"Successor"................................................        5.01
"Transaction Date".........................................        1.01
"Transferred Receivables"..................................        1.01

     SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. All terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by a rule of the
SEC and not otherwise defined herein have the meanings therein assigned to them.



                                      -31-

     SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

          (a) a term has the meaning assigned to it herein, whether defined
     expressly or by reference;

          (b) "or" is not exclusive;

          (c) words in the singular include the plural, and in the plural
     include the singular;

          (d) words used herein implying any gender shall apply to all genders;

          (e) "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or
     subsection;

          (f) unless otherwise specified herein, all accounting terms used
     herein shall be interpreted, all accounting determinations hereunder shall
     be made, and all financial statements required to be delivered hereunder
     shall be prepared in accordance with the definition of GAAP set forth in
     Section 1.01;

          (g) "Dollars," "United States Dollars" and "$" each refer to United
     States Dollars, or such other money of the United States that at the time
     of payment is legal tender for payment of public and private debts; and
     "Cdn $" refers to Canadian Dollars, or such other money of Canada that at
     the time of payment is legal tender for payment of public and private
     debts; and

          (h) whenever in this Indenture there is mentioned, in any context,
     principal, interest or any other amount payable under or with respect to
     any Note, such mention shall be deemed to include mention of the payment of
     Additional Interest to the extent that, in such context, Additional
     Interest is, was or would be payable in respect thereof.

                                   ARTICLE TWO

                                    THE NOTES

     SECTION 2.01 Amount of Notes.

          The Trustee shall authenticate Original Notes for original issue on
the Issue Date in the aggregate principal amount of $200,000,000 upon receipt of
a written order of the Issuer in the form of an Officers' Certificate of the
Issuer. In addition, the Trustee or an authenticating agent shall, upon receipt
of a written order of the Issuer in the form of an Officer's Certificate of the
Issuer, authenticate Additional Notes in accordance with Section 2.19; provided
that the Trustee shall be entitled to receive an Officers' Certificate and an
Opinion of Counsel of the



                                      -32-

Issuer in connection with the authentication of such Additional Notes. Such
written order shall specify the amount of Notes to be authenticated and the date
on which such Notes are to be authenticated and, in the case of an issuance of
Additional Notes pursuant to Section 2.19, such Officer's Certificate of the
Issuer shall certify that such issuance shall not be prohibited by Section 4.06.

          Upon receipt of a Company Request and an Officers' Certificate of the
Issuer certifying that a registration statement relating to an exchange offer
specified in the Registration Rights Agreement is effective under the Securities
Act and that the conditions precedent to a Private Exchange thereunder have been
met, the Trustee shall authenticate an additional series of Notes in an
aggregate principal amount not to exceed $200,000,000 for issuance in exchange
for the Notes tendered for exchange pursuant to such exchange offer registered
under the Securities Act or pursuant to a Private Exchange. Exchange Notes or
Private Exchange Notes may have such distinctive series designations and such
changes in the form thereof as are specified in the Company Request referred to
in the preceding sentence.

     SECTION 2.02 Form and Dating.

          The Notes and the Trustee's certificate of authentication with respect
thereto shall be substantially in the form set forth in Exhibit A, which is
incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Issuer is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the Private Placement Legend and include the form
of assignment set forth in Exhibit B, Notes offered and sold in offshore
transactions in reliance on Regulation S ("Regulation S Notes") shall bear the
Private Placement Legend and include the form of assignment set forth in Exhibit
B and Notes distributed in Canada, if any, shall bear the Legend Applicable to
Canadian Holders set forth in Exhibit G. Notes transferred pursuant to Section
2.17(a) ("Other Notes") shall be represented by a Physical Note bearing the
Private Placement Legend. Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

          Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, Exchange Notes issued by the Issuer shall be
substantially in the form set forth in Exhibit A (but shall not contain
paragraph 11 thereof). Exchange Notes issued to Holders in Canada shall bear the
Legend Applicable to Canadian Holders set forth in Exhibit G.

          The terms and provisions contained in the Notes shall constitute, and
are expressly made, a part of this Indenture and, to the extent applicable, the
Issuer, any Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and agree to be bound
thereby. However, to the extent any provision of the Notes conflicts with the
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.



                                      -33-

          The Notes may be presented for registration of transfer and exchange
at the offices of the Registrar.

     SECTION 2.03 Execution and Authentication.

          One Officer shall sign the Notes for the Issuer by manual or facsimile
signature.

          If an Officer whose signature is on a Note was an Officer at the time
of such execution but no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

          At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Trustee for authentication, together with a Company Request for authentication
and delivery of such Notes, and the Trustee, in accordance with such Company
Request, shall authenticate and deliver such Notes.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

          Upon prior notice to, and approval by (which approval shall not be
unreasonably withheld), the Issuer, the Trustee may appoint an authenticating
agent to authenticate the Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate the Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is
designated as an authenticating agent for purposes of this Indenture.

     SECTION 2.04 Registrar and Paying Agent.

          The Issuer shall maintain an office or agency (which shall be located
in the Borough of Manhattan in The City of New York, State of New York) where
Notes may be presented for registration of transfer or for exchange (the
"Registrar"), and an office or agency where Notes may be presented for payment
(the "Paying Agent") and an office or agency where notices and demands to or
upon the Issuer, if any, in respect of the Notes and this Indenture may be
served. The Registrar shall keep a register (the "Register") of the names and
address of the Holders and the Notes and of their transfer and exchange. The
Issuer may have one or more



                                      -34-

additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent. The Issuer may change any Paying Agent or Registrar without notice to any
Holder. The Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.

          The Issuer shall enter into an appropriate agency agreement, which
shall incorporate applicable provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the
name and address of any such Agent. If the Issuer fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

          The Issuer initially appoints the Trustee as Registrar, Paying Agent
and Agent for service of notices and demand (subject to Section 11.09) in
connection with the Notes and this Indenture.

     SECTION 2.05 Paying Agent To Hold Money in Trust.

          Each Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal
of or premium or interest on the Notes (whether such money has been paid to it
by the Issuer or any other obligor on the Notes or any Guarantor), and the
Issuer and the Paying Agent shall notify the Trustee in writing of any default
by the Issuer (or any other obligor on the Notes or any Guarantor) in making any
such payment. Money held in trust by the Paying Agent need not be segregated
except as required by law and in no event shall the Paying Agent be liable for
any interest on any money received by it hereunder. The Issuer at any time may
require the Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default specified in clause (1) or (2) of Section 6.01 hereof,
upon written request to the Paying Agent, require such Paying Agent to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

     SECTION 2.06 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. Such list shall be in written form or any other form capable of
being converted into written form within a reasonable time. If the Trustee is
not the Registrar, the Issuer shall furnish to the Trustee at least five
Business Days before each Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders. The
Trustee may rely on the lists of Holders provided by the Issuer.



                                      -35-

     SECTION 2.07 Transfer and Exchange.

          Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar with a request from the Holder of such Notes to register a transfer or
to exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall register the transfer as requested. Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar, duly executed by the Holder
thereof or its attorneys duly authorized in writing. To permit registrations of
transfers and exchanges, the Issuer shall issue and execute and the Trustee
shall authenticate new Notes evidencing such transfer or exchange at the
Registrar's request in accordance with Section 2.03 hereof. No service charge
shall be made to the Holder for any registration of transfer or exchange. The
Issuer may require from the Holder payment of a sum sufficient to cover any
transfer taxes or other governmental charge that may be imposed in relation to a
transfer or exchange, but this provision shall not apply to any exchange
pursuant to Section 2.11, 3.06, 4.10, 4.15 or 8.05 (in which events the Issuer
shall be responsible for the payment of such taxes). The Registrar shall not be
required to exchange or register a transfer of any Note for a period of 15 days
immediately preceding the mailing of notice of redemption of Notes to be
redeemed or of any Note selected, called or being called for redemption except
the unredeemed portion of any Note being redeemed in part.

          Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of the beneficial interests in such Global Note may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in a
Global Note shall be required to be reflected in a book entry.

          Each Holder of a Note agrees to indemnify the Issuer and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's Note in violation of any provision of this Indenture and/or
applicable U.S. federal or state securities laws or Canadian provincial
securities laws.

          Neither the Trustee nor the Registrar shall have any duty to monitor
the Issuer's compliance with or have any responsibility with respect to the
Issuer's compliance with any U.S. federal or state securities laws or Canadian
provincial securities laws.

     SECTION 2.08 Replacement Notes.

          If a mutilated Note is surrendered to the Registrar or the Trustee, or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a
replacement Note if (a) the Holder of such Note furnishes to the Issuer and the
Trustee evidence reasonably acceptable to them of the ownership and the
destruction, loss or theft of such Note and (b) the requirements of Section
8-405 of the New York Uniform Commercial Code (or applicable provision at the
time of such replacement) are met. If required by the Trustee or the Issuer, an
indemnity bond shall be posted, sufficient in the judgment of both to protect
the Issuer, any Guarantors, the Trustee or any Paying Agent from



                                      -36-

any loss that any of them may suffer if such Note is replaced. The Issuer may
charge such Holder for the Issuer's reasonable out-of-pocket expenses in
replacing such Note and the Trustee may charge the Issuer for the Trustee's
expenses (including, without limitation, attorneys' fees and disbursements) in
replacing such Note. Every replacement Note shall constitute a contractual
obligation of the Issuer.

          In case any such mutilated, destroyed, lost or stolen Note has become,
or shall become within 30 days, due and payable, the Issuer in its discretion
may, instead of issuing a new Note, pay such Note.

     SECTION 2.09 Outstanding Notes.

          The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those cancelled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Issuer or one of its Affiliates holds the Note.

          If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Issuer.

          If the Paying Agent (other than the Issuer, a Subsidiary or an
Affiliate of any thereof) holds, in its capacity as such, on any Maturity Date
or on any optional redemption date, money sufficient to pay all accrued interest
and principal with respect to the Notes payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.

     SECTION 2.10 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any declaration of acceleration or notice of default or
direction, waiver or consent or any amendment, modification or other change to
this Indenture, Notes owned by the Issuer or any Person directly or indirectly
controlling or controlled by or under common control with the Issuer shall be
disregarded as though they were not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent or any amendment, modification or other change to
this Indenture, only Notes as to which the Trustee has received an Officers'
Certificate of the Issuer stating that such Notes are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee established to the satisfaction of the Trustee the
pledgee's



                                      -37-

right so to act with respect to the Notes and that the pledgee is not the
Issuer, a Guarantor, any other obligor on the Notes or any of their respective
Affiliates.

     SECTION 2.11 Temporary Notes.

          Until definitive Notes are prepared and ready for delivery, the Issuer
may prepare and the Trustee shall authenticate temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced in any
authorized denomination. Temporary Notes shall be substantially in the form of
definitive Notes but may have insertions, omissions, substitutions and other
variations that the Issuer considers appropriate for temporary Notes and that
the Issuer shall have identified to the Trustee in writing. Without unreasonable
delay, the Issuer shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes. Until such exchange, temporary Notes
shall be entitled to the same rights, benefits and privileges as definitive
Notes.

     SECTION 2.12 Cancellation.

          The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy canceled Notes
and deliver a certificate of destruction thereof to the Issuer unless the Issuer
directs the Trustee in writing to deliver canceled Notes to the Issuer. The
Issuer may not reissue or resell, or issue new Notes to replace, Notes that the
Issuer has redeemed or paid, or that have been delivered to the Trustee for
cancellation.

     SECTION 2.13 Defaulted Interest.

          If the Issuer defaults on a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner, plus (to the extent permitted
by law) any interest payable on the defaulted interest, in accordance with
paragraph 1 of the Notes, to the Persons who are Holders on a subsequent special
record date, which date shall be at least five Business Days prior to the
payment date. The Issuer shall fix such special record date and payment date in
a manner satisfactory to the Trustee. At least 10 days before such special
record date, the Issuer shall mail to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest, and
interest payable on defaulted interest, if any, to be paid. The Issuer may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements (if applicable) of any securities exchange on which the
Notes may be listed and, upon such notice as may be required by such exchange,
if, after written notice given by the Issuer to the Trustee of the proposed
payment pursuant to this sentence, such manner of payment shall be deemed
practicable by the Trustee.



                                      -38-

     SECTION 2.14 CUSIP Number.

          The Issuer in issuing the Notes may use one or more "CUSIP" or "ISIN"
numbers, and if so, each such CUSIP or ISIN number shall be included in notices
of redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP or ISIN number printed in the notice or on the Notes, and
that reliance may be placed only on the other identification numbers printed on
the Notes. The Issuer shall promptly notify the Trustee of any such CUSIP or
ISIN number used by the Issuer in connection with the issuance of the Notes and
of any change in the CUSIP or ISIN number.

     SECTION 2.15 Deposit of Moneys.

          Prior to 10:00 a.m., New York City time, on each Interest Payment Date
and the Maturity Date, the Issuer shall have deposited with the Paying Agent in
immediately available funds money sufficient to make cash payments due on such
Interest Payment Date or the Maturity Date, as the case may be, in a timely
manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or the Maturity Date, as the case may be. Except as
otherwise provided herein, the principal and interest on Global Notes shall be
payable to DTC or the nominee of DTC, as the case may be, as the sole registered
owner and the sole holder of the Global Notes represented thereby. The principal
and interest on Physical Notes shall be payable, either in person or by mail, at
the office of the Paying Agent.

     SECTION 2.16 Book-Entry Provisions for Global Notes.

          (a) Rule 144A Notes initially shall be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Restricted Global Note"). Regulation S Notes initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Regulation S Global Note," and, together with the Restricted
Global Note and any other global notes representing Notes, the "Global Notes").
The Global Notes shall each bear a legend as set forth in Exhibit C. The Global
Notes initially shall (i) be registered in the name of DTC or the nominee of
DTC, in each case, for credit to an account of DTC Agent Members (or, in the
case of the Regulation S Global Note, DTC Agent Members (as defined below)
holding for Euroclear System ("Euroclear") and Clearstream Banking Societe
Anonyme ("Clearstream")), (ii) be delivered to the Trustee as custodian for DTC
and (iii) in the case of the Restricted Global Notes or the Regulation S Global
Notes, bear legends as set forth in Exhibit B.

          Neither members of, nor direct or indirect participants in, DTC ("DTC
Agent Members") shall have any rights under this Indenture with respect to any
Global Note held on their behalf by DTC, or the Trustee as its custodian, or
under the Global Notes, and DTC may be treated by the Issuer, the Trustee and
any agent of the Issuer or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to



                                      -39-

any written certification, proxy or other authorization furnished by DTC or
impair, as between DTC and DTC Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any Note.

          (b) Transfers of Global Notes shall be limited to transfer of such
Global Notes in whole, but not in part, to DTC, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of DTC, Euroclear and Clearstream and the provisions of Section 2.17.
In addition, a Global Note shall be exchangeable for Physical Notes if (i) DTC
notifies the Issuer that it is unwilling or unable to continue as depository for
such Global Note and the Issuer thereupon fails to appoint a successor
depository within 90 days of such event, (ii) the Issuer, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of such Physical Notes, or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Notes which has not been waived pursuant to
Section 6.04 of this Indenture. In all cases, Physical Notes delivered in
exchange for any Global Note or beneficial interests therein shall be registered
in the names, and issued in any approved denominations, requested by or on
behalf of DTC (in accordance with its customary procedures).

          (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Note to beneficial owners pursuant to clause
(b) of this Section 2.16, the Registrar shall (if one or more Physical Notes are
to be issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in such Global Note to be transferred, and the Issuer
shall execute, and the Trustee shall upon receipt of a written order from the
Issuer authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

          (d) In connection with the transfer of any Global Note as an entirety
to beneficial owners pursuant to clause (b) of this Section 2.16, such Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and the
Issuer shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by DTC in writing in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Physical
Notes of authorized denominations.

          (e) Any Physical Note delivered in exchange for an interest in a
Global Note that is a Restricted Note pursuant to clause (b), (c) or (d) of this
Section 2.16 shall, except as otherwise provided by clause (c) of Section 2.17,
bear the Private Placement Legend unless the Issuer determines otherwise in
compliance with applicable law.

          (f) On or prior to the 40th day after the later of the commencement of
the Offering and the Issue Date (such period through and including such 40th
day, the "Restricted Period"), a beneficial interest in the Regulation S Global
Note may be held only through Euroclear or Clearstream, as indirect participants
in DTC, unless transferred to a Person who takes delivery in the form of an
interest in the Restricted Global Note only upon receipt by the Trustee and the
Issuer of a written certification from the transferor to the effect that such
transfer



                                      -40-

is being made (i)(A) to a Person whom the transferor reasonably believes is a
Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A or (B) pursuant to another exemption from the registration requirements
under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable
securities laws of any state of the United States, the provinces of Canada or
any other jurisdiction.

          (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee (i) a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred shall be held immediately thereafter through Euroclear or
Clearstream and (ii) at the option of the Trustee and the Issuer, an Opinion of
Counsel reasonably satisfactory to the Trustee and the Issuer to the effect that
such transfer is in accordance with Regulation S or Rule 144, as the case may
be.

          (h) Any beneficial interest in a Global Note that is transferred to a
Person who takes delivery in the form of an interest in another Global Note
shall, upon transfer, cease to be an interest in such Global Note and become an
interest in such other Global Note and, accordingly, shall thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Note for as long as it remains such an interest.

          (i) The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including DTC Agent Members and Persons that may hold
interests through DTC Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

     SECTION 2.17 Special Transfer Provisions.

          (a) Transfers to Non-QIB Institutional Accredited Investors and
Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Restricted Note to any Institutional
Accredited Investor which is not a QIB or to any Non-U.S. Person:

          (i) the Registrar shall register the transfer of any Note, whether or
     not such Note bears the Private Placement Legend, if (A) the requested
     transfer is after the time period referred to in Rule 144(k) under the
     Securities Act, or such other date as such Note shall be freely
     transferable under Rule 144 as certified in an Officers' Certificate or (B)
     (1) in the case of a transfer to an Institutional Accredited Investor
     which is not a QIB (excluding Non-U.S. Persons), the proposed transferee
     has delivered to the Registrar and the Issuer a certificate substantially
     in the form of Exhibit D hereto and, at the request of the Registrar and
     the Issuer, an Opinion of Counsel reasonably satisfactory to the Registrar
     and the Issuer to the effect that such transfer is in accordance with the



                                      -41-

     Securities Act or (2) in the case of a transfer to a Non-U.S. Person
     (including a QIB), the proposed transferor has delivered to the Registrar
     and the Issuer a certificate substantially in the form of Exhibit E hereto
     and, at the request of the Registrar and the Issuer, an Opinion of Counsel
     reasonably satisfactory to the Registrar or the Issuer to the effect that
     such transfer is in accordance with the Securities Act and any applicable
     securities laws of the Provinces of Canada; provided that in the case of
     any transfer of a Note bearing the Private Placement Legend for a Note not
     bearing the Private Placement Legend, the Registrar has received an
     Officers' Certificate authorizing such transfer and, at the request of the
     Registrar and the Issuer, the proposed transferor shall deliver an Opinion
     of Counsel reasonably satisfactory to the Registrar and the Issuer to the
     effect that such transfer is in accordance with the Securities Act; and

          (ii) if the proposed transferor is a DTC Agent Member holding a
     beneficial interest in the Restricted Global Note, and the proposed
     transferee is either a Non-U.S. Person who is receiving a beneficial
     interest in the Regulation S Global Note or any Person who requests
     delivery in the form of Physical Notes, upon receipt by the Registrar of
     (A) the documents, if any, required by clause (a)(i) of this Section 2.17
     and (B) instructions given in accordance with DTC's (and Euroclear's or
     Clearstream's, if applicable) and the Registrar's procedures, whereupon (C)
     the Registrar shall reflect on its books and records the date and a
     decrease in the principal amount of the Restricted Global Note in an amount
     equal to the principal amount of the beneficial interest in the Restricted
     Global Note to be transferred, and (D) (I) with respect to transfers to a
     Non-U.S. Person receiving a beneficial interest in the Regulation S Global
     Note, the Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the Regulation S Global Note in an
     amount equal to the principal amount of the beneficial interest in the
     Restricted Global Note transferred or (II) with respect to a Person who
     requests delivery in the form of Physical Notes, the Issuer shall execute
     and the Trustee shall authenticate and make available for delivery one or
     more Physical Notes of like tenor and amount.

          (b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed registration of transfer of a
Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

          (i) (A) if the Restricted Note consists of Physical Notes, the
     Registrar shall register the transfer if such transfer is being made by a
     proposed transferor who has checked the box provided for on such Holder's
     Note stating, or has otherwise advised the Issuer and the Registrar in
     writing, that the sale has been made in compliance with the provisions of
     Rule 144A to a transferee who has signed the certification provided on such
     Holder's Note stating, or has otherwise advised the Issuer and the
     Registrar in writing, that such transferee represents and warrants that it
     is purchasing the Note for its own account or an account with respect to
     which it exercises sole investment discretion and that it and any such
     account is a QIB within the meaning of Rule 144A, and is aware that



                                      -42-

     the sale to it is being made in reliance on Rule 144A and acknowledges that
     it has received such information regarding the Issuer as it has requested
     pursuant to Rule 144A or has determined not to request such information and
     that it is aware that the transferor is relying upon its foregoing
     representations in order to claim the exemption from registration provided
     by Rule 144A, and (B) if the Restricted Note consists of an interest in the
     Restricted Global Note, unless otherwise provided in this Indenture, the
     transfer of such interest may only be effected through the book-entry
     system maintained by the Depository; and

          (ii) if the proposed transferee is a DTC Agent Member, and the Notes
     to be transferred consist of Physical Notes which after transfer are to be
     evidenced by an interest in the Restricted Global Note, upon receipt by the
     Registrar of instructions given in accordance with DTC's and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Restricted
     Global Note in an amount equal to the principal amount of the Physical
     Notes to be transferred, and the Trustee shall cancel the Physical Notes so
     transferred.

          (c) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) it has received the Officers' Certificate
required by paragraph (a)(i)(A) of this Section 2.17, (ii) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.

          (d) Restrictions applicable to Canadian Holders. Upon the registration
of transfer, exchange or replacement of Notes bearing the Legend Applicable to
Canadian Holders, the Registrar shall deliver Notes that do not bear the Legend
Applicable to Canadian Holders if the transfer, exchange or replacement of Notes
occurs on a date that is on or after four months and a day after the issuance of
such Notes.

          (e) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges and agrees to the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and further agrees that it shall transfer such Note
only as provided in this Indenture. By its acceptance of any Note bearing the
Legend Applicable to Canadian Holders, each Holder to which such legend applies
acknowledges and agrees to the restrictions on transfer of such Note set forth
in this Indenture and in the Legend Applicable to Canadian Holders.

          (f) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of



                                      -43-

Euroclear" and the "Management Regulations" and "Instructions to Participants"
of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by DTC Agent Members through Euroclear
or Clearstream.

          The Registrar shall retain for a period of three years, copies of all
letters, notices and other written communications received pursuant to Section
2.16 or this Section 2.17. The Issuer shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable notice to the Registrar.

     SECTION 2.18 Computation of Interest.

          Interest on the Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

          For the purposes of the Interest Act (Canada) where any interest
payable hereunder or under the Notes is expressed to be computed on the basis of
a 360-day year of twelve 30-day months, the annual rate of interest to which
such stated rate is equivalent is calculable by determining, on the following
basis for the relevant period, the amount of interest accruing during such
period and expressing such amount as a percentage of the outstanding principal
multiplied by the number of days in such period and divided by the number of
days in the year (being 365 or 366, as the case may be)

          (a) for any complete calendar month in respect of which such rate is
     applicable, the stated rate

               (i) multiplied by the actual number of days in the year in which
          such month falls and divided by the actual number of days in the
          month, and

               (ii) multiplied by 30 and divided by 360, and

          (b) for any part of a calendar month in respect of which such rate is
     applicable, the stated rate multiplied by the actual number of days in any
     applicable year, being 365 or 366, as the case may be and divided by 360.

     SECTION 2.19 Issuance of Additional Notes.

          The Issuer shall be entitled to issue Additional Notes under this
Indenture which shall have substantially identical terms as the Original Notes,
other than with respect to the date of issuance, issue price, amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a registration rights agreement related thereto and
terms of optional redemption, if any (and, if such Additional Notes shall be
issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided that such issuance shall be made in compliance with
Section 4.06.



                                      -44-

          With respect to any Additional Notes, the Issuer shall set forth in a
resolution of its Board of Directors (or a duly appointed committee thereof) and
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

               (i) the aggregate principal amount of Notes outstanding
          immediately prior to the issuance of such Additional Notes;

               (ii) the aggregate principal amount of such Additional Notes to
          be authenticated and delivered pursuant to this Indenture;

               (iii) the issue price and the issue date of such Additional Notes
          and the amount of interest payable on the first payment date
          applicable thereto; and

               (iv) whether such Additional Notes shall be transfer restricted
          securities or shall be registered securities issued in the form of
          Exchange Notes.

                                  ARTICLE THREE

                                   REDEMPTION

     SECTION 3.01 Election To Redeem; Notices to Trustee.

          If the Issuer elects to redeem Notes pursuant to Section 3.07 or 3.08
of this Indenture, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be agreed to in writing by the Trustee) but not more than
65 days before the Redemption Date, the Issuer shall notify the Trustee in
writing of the Redemption Date, the principal amount of Notes to be redeemed and
the redemption price, and deliver to the Trustee an Officers' Certificate
stating that such redemption shall comply with the conditions contained in
Section 3.07 or 3.08 of this Indenture. Notice given to the Trustee pursuant to
this Section 3.01 may not be revoked after the time that notice is given to
Holders pursuant to Section 3.03.

     SECTION 3.02 Selection by Trustee of Notes To Be Redeemed.

          In the event that fewer than all of the Notes are to be redeemed, the
Trustee shall select the Notes to be redeemed, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the Notes are not so listed, either on a pro rata basis, by lot or in such
other manner as the Trustee shall deem fair and appropriate; provided, however,
that if a partial redemption is made with the proceeds of a Qualified Equity
Offering, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as
is practicable (subject to DTC procedures), unless such method is otherwise
prohibited. The Trustee shall promptly notify the Issuer of the Notes selected
for redemption and, in the case of any Notes selected for partial redemption,
the principal amount thereof to be redeemed. The Trustee may select for
redemption portions of the principal of the Notes that have denominations larger
than $1,000. Notes and portions thereof



                                      -45-

the Trustee selects shall be redeemed in amounts of $1,000 or whole multiples of
$1,000. For all purposes of this Indenture unless the context otherwise
requires, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

     SECTION 3.03 Notice of Redemption.

          At least 30 days, and no more than 60 days, before a Redemption Date,
the Issuer shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.04.

          The notice shall identify the Notes to be redeemed (including the
CUSIP or ISIN numbers thereof, if any) and shall state:

          (1) the Redemption Date;

          (2) the redemption price and the amount of premium, if any, and
     accrued and unpaid interest to be paid;

          (3) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the Redemption
     Date and upon surrender of such Note, a new Note or Notes in principal
     amount equal to the unredeemed portion shall be issued;

          (4) the name and address of the Paying Agent;

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

          (6) that unless the Issuer defaults in making the redemption payment,
     interest on Notes called for redemption ceases to accrue on and after the
     Redemption Date;

          (7) the provision of this Indenture pursuant to which the Notes called
     for redemption are being redeemed;

          (8) the aggregate principal amount of Notes that are being redeemed;
     and

          (9) that no representation is made as to the correctness or accuracy
     of the CUSIP or ISIN number, if any, listed in such notice or printed on
     the Notes.

          At the Issuer's written request made at least two Business Days prior
to the date on which notice is to be given, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's sole expense; provided,
however, that the Issuer shall deliver to the Trustee at least 45 days prior to
the Redemption Date an Officers' Certificate requesting that the



                                      -46-

Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

     SECTION 3.04 Effect of Notice of Redemption.

          Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including premium, if any, plus accrued and unpaid
interest to the Redemption Date. Upon surrender to the Paying Agent, such Notes
shall be paid at the redemption price, including premium, if any, plus accrued
and unpaid interest to the Redemption Date; provided that if the Redemption Date
is after a regular record date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Notes registered
on the relevant record date; provided, further, that if a Redemption Date is not
a Business Day, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

     SECTION 3.05 Deposit of Redemption Price.

          On or prior to 10:00 A.M., New York City time, on each Redemption
Date, the Issuer shall deposit with the Paying Agent in immediately available
funds money sufficient to pay the redemption price of, including premium, if
any, and accrued and unpaid interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which
have been delivered by the Issuer to the Trustee for cancellation.

          On and after any Redemption Date, if money sufficient to pay the
redemption price of, including premium, if any, and accrued and unpaid interest
on Notes called for redemption shall have been deposited with the Paying Agent
in accordance with the preceding paragraph, the Notes called for redemption
shall cease to accrue interest and the only right of the Holders of such Notes
shall be to receive payment of the redemption price of, premium, if any, and,
subject to the first proviso in Section 3.04, accrued and unpaid interest on
such Notes to the Redemption Date. If any Note surrendered for redemption shall
not be so paid, interest shall be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Note and any interest
not paid on such unpaid principal, in each case, at the rate and in the manner
provided in the Notes.

     SECTION 3.06 Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Trustee shall
authenticate for the Holder thereof a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.



                                      -47-

     SECTION 3.07 Optional Redemption.

          The Issuer, at its option, may redeem the Notes, in whole at any time,
at any time, or in part from time to time, in each case, on or after June 1,
2008, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount thereof) set forth below,
together, in each case, with accrued and unpaid interest to the Redemption Date,
if redeemed during the 12 month period beginning on June 1 of each year listed
below:

Year                                                            Redemption Price
- ----                                                            ----------------
2008.........................................................       104.375%

2009.........................................................       102.916%

2010.........................................................       101.458%

2011 and thereafter..........................................       100.000%

          Notwithstanding the foregoing, the Issuer, at its option, may redeem
in the aggregate up to 35% of the aggregate principal amount of the Notes
originally issued at any time and from time to time prior to June 1, 2006 at a
redemption price equal to 108.75% of the aggregate principal amount so redeemed,
plus accrued and unpaid interest to the Redemption Date, out of the net cash
proceeds of one or more Qualified Equity Offerings; provided that (1) at least
65% of the aggregate principal amount of Notes originally issued remains
outstanding immediately after the occurrence of any such redemption and (2) that
any such redemption occurs within 180 days following the closing of any such
Qualified Equity Offering.

     SECTION 3.08 Tax Redemption.

          The Notes are redeemable, in whole but not in part, at the option of
the Issuer at any time, upon not less than 30 nor more than 60 calendar days'
prior written notice, mailed by first class mail to each Holder at its last
address appearing in the register maintained by the Registrar of Notes, at 100%
of the principal amount thereof, plus accrued and unpaid interest thereon to the
Redemption Date, if the Issuer is or would become obligated to pay, on the next
date on which any amount would be payable with respect to the Notes, any
Additional Amounts as a result of a change in, or amendment to, the laws (or any
regulations promulgated thereunder) of any Taxing Authority, or any changes in,
or amendment to, any official position regarding the application or
interpretation of such laws or regulations.

          Prior to the publication of any notice of redemption pursuant to this
provision, the Issuer shall deliver to the trustee (a) an Officers' Certificate
stating that the Issuer is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions



                                      -48-

precedent to the right of the Issuer so to redeem have occurred and (b) an
opinion of legal counsel qualified under the laws of the relevant jurisdiction
to the effect that the Issuer or such Guarantor has or shall become obligated to
pay such Additional Amounts as a result of such amendment or change as described
above.

     SECTION 3.09 Purchase of Notes.

          The Issuer or any of its Subsidiaries shall have the right at any time
and from time to time to purchase Notes in the open market (which shall include
purchase from or through an investment dealer, investment bank or firm holding
membership in a stock exchange or the National Association of Securities
Dealers, Inc.) or by tender or by private contract or otherwise, at any price,
provided that the Issuer complies with any securities laws or regulations
applicable to any such purchase including, but not limited to Rule 14e-1 under
the Exchange Act.

                                  ARTICLE FOUR

                                    COVENANTS

     SECTION 4.01 Payment of Notes.

          The Issuer shall pay the principal of and interest (including all
Additional Interest) on the Notes on the dates and in the manner provided in the
Notes and this Indenture. An installment of principal or interest shall be
considered paid on the date it is due if the Trustee or Paying Agent (if other
than the Issuer, a Subsidiary of the Issuer or any Guarantor) holds on that date
money designated for and sufficient to pay such installment.

          The Issuer shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
installments of interest, to the extent lawful, at the rate specified in the
Notes.

     SECTION 4.02 Reports to Holders.

          Whether or not required by the SEC, so long as any Notes are
outstanding, the Issuer shall furnish to the Trustee and, upon request to any
Holder, within the time periods specified in the SEC's rules and regulations:

          (1) all annual financial information that would be required to be
     contained in a filing with the SEC on Form 40-F if the Issuer were required
     to file these Forms, including a "Management's Discussion and Analysis of
     Financial Condition and Results of Operations" and, with respect to the
     annual information only, a report on the annual financial statements by the
     Issuer's independent accountants; and

          (2) all quarterly and current reports that would be required to be
     filed with the SEC on Form 6-K if the Issuer were required to file these
     reports.



                                      -49-

          In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Issuer shall file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC shall not accept the filing) and make the information available to
prospective investors upon request. The Issuer and the Guarantors have agreed
that, for so long as any Notes remain outstanding, the Issuer shall furnish to
the Holders and to prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

     SECTION 4.03 Waiver of Stay, Extension or Usury Laws.

          The Issuer and any Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, or plead (as a
defense or otherwise) or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury law or other law which
would prohibit or forgive the Issuer and any Guarantors from paying all or any
portion of the principal of, premium, if any, and/or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) the Issuer and any Guarantors hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.

     SECTION 4.04 Compliance Certificate.

          (a) The Issuer shall deliver to the Trustee, within 120 days after the
end of each fiscal year and on or before 60 days after the end of the first,
second and third quarters of each fiscal year, an Officers' Certificate stating
that a review of the activities of the Issuer and its Subsidiaries during such
fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing Officers with a view to determining whether the
Issuer and each Guarantor has kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge, the Issuer
and each Guarantor has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action they are
taking or propose to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Issuer and any Guarantors are taking or propose to take with respect
thereto.



                                      -50-

          (b) The Issuer and any Guarantors shall, so long as any of the Notes
are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default and what action the Issuer and any Guarantors
are taking or propose to take with respect thereto.

          (c) The Issuer's fiscal year currently ends on December 31. The Issuer
shall promptly provide written notice to the Trustee of any change in its fiscal
year.

     SECTION 4.05 Taxes.

          The Issuer and any Guarantors shall, and shall cause each of their
Subsidiaries to, pay prior to delinquency all material taxes, assessments, and
governmental levies except as contested in good faith and by appropriate
proceedings.

     SECTION 4.06 Limitations on Additional Indebtedness.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness; provided that the Issuer or
any Guarantor may incur additional Indebtedness if, after giving effect thereto,
the Consolidated Fixed Charge Coverage Ratio would be at least 2.0 to 1.0 (the
"Coverage Ratio Exception").

          Notwithstanding the above, each of the following shall be permitted
(the "Permitted Indebtedness"):

          (1) Indebtedness of the Issuer and any Guarantor under the Credit
     Agreement in an aggregate amount at any time outstanding not to exceed the
     greater of (x) the sum of (i) $212.0 million, less (ii) any Indebtedness
     outstanding under the General Scrap Facilities less (iii) the aggregate
     amount of Net Available Proceeds applied to repayments under the Credit
     Agreement in accordance with Section 4.10, and (y) 85% of the book value of
     the accounts receivable plus 60% of the book value of inventory of the
     Issuer and the Restricted Subsidiaries, calculated on a consolidated basis
     and in accordance with GAAP and in the case of each of clause (x) and (y)
     less the Outstanding Receivables Amount;

          (2) the Original Notes (and a like amount of Exchange Notes issued in
     exchange for such Notes) and the Note Guarantees;

          (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the
     extent outstanding on the Issue Date (other than Indebtedness referred to
     in clauses (1) and (2) above, and after giving effect to the intended use
     of proceeds of the Notes as set forth in the Offering Memorandum);

          (4) Indebtedness under Hedging Obligations; provided that (a) such
     Hedging Obligations are designed to protect against fluctuations in
     interest or currency rates or



                                      -51-

     commodity prices and (b) in the case of any Hedging Obligations under
     clause (1) of the definition thereof, (I) such Hedging Obligations relate
     to payment obligations on Indebtedness otherwise permitted to be incurred
     by this Section 4.06, and (II) the notional principal amount of such
     Hedging Obligations at the time incurred does not exceed the amount of the
     Indebtedness to which such Hedging Obligations relate;

          (5) Indebtedness of the Issuer owed to a Restricted Subsidiary and
     Indebtedness of any Restricted Subsidiary owed to the Issuer or any
     Restricted Subsidiary; provided, however, that upon any such Restricted
     Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being
     owed to any Person other than the Issuer or a Restricted Subsidiary, the
     Issuer or such Restricted Subsidiary, as applicable, shall be deemed to
     have incurred Indebtedness not permitted by this clause (5);

          (6) Indebtedness in respect of bid, performance or surety bonds issued
     for the account of the Issuer or any Restricted Subsidiary, including
     guarantees or obligations of the Issuer or any Restricted Subsidiary with
     respect to letters of credit supporting such bid, performance or surety
     obligations (in each case other than for an obligation for money borrowed);

          (7) Purchase Money Indebtedness incurred by the Issuer or any
     Restricted Subsidiary, and Indebtedness under Capitalized Lease
     Obligations, industrial revenue bonds or mortgage financing incurred by the
     Issuer or any Restricted Subsidiary for the purpose of financing all or any
     part of the purchase price or cost of development of property, plant or
     equipment used in the business of the Issuer or any Restricted Subsidiary,
     and Refinancing Indebtedness thereof, in an aggregate amount not to exceed
     at any time outstanding $25.0 million;

          (8) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business;

          (9) Indebtedness arising in connection with endorsement of instruments
     for deposit in the ordinary course of business;

          (10) Refinancing Indebtedness with respect to Indebtedness incurred
     pursuant to the Coverage Ratio Exception or clause (2), (3), (12), (13) or
     (16) of this Section 4.06;

          (11) the guarantee by the Issuer or any Guarantor of Indebtedness of
     the Issuer or a Guarantor incurred pursuant to the Coverage Ratio Exception
     or another clause in this Section 4.06;

          (12) Indebtedness of the Issuer or any Restricted Subsidiary
     (including letters of credit) in order to provide security for workers'
     compensation claims, payment



                                      -52-

     obligations in connection with self-insurance, or similar requirements of
     the Issuer or any Restricted Subsidiary in the ordinary course of business;

          (13) customary indemnification, adjustment of purchase price or
     similar obligations, including title insurance, of the Issuer or any
     Restricted Subsidiary, in each case, incurred in connection with the
     acquisition or disposition of any assets of the Issuer or any Restricted
     Subsidiary (other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such assets for the purpose of financing
     such acquisition);

          (14) Indebtedness consisting of take-or-pay obligations contained in
     supply agreements entered into in the ordinary course of business;

          (15) Indebtedness evidenced by promissory notes subordinated to the
     Notes and the Note Guarantees issued to current or former employees or
     directors of the Issuer or any Subsidiary (or their respective spouses or
     estates) in lieu of cash payments for Equity Interests being repurchased
     from such Persons in an aggregate amount not to exceed $5.0 million at any
     time outstanding;

          (16) Indebtedness of the Issuer or any Restricted Subsidiary to
     refinance the Montpelier Sale and Leaseback Obligations;

          (17) Indebtedness under the General Scrap Facilities in an amount not
     to exceed $12.0 million;

          (18) Indebtedness of the Issuer or any Restricted Subsidiary in an
     aggregate amount not to exceed $40.0 million at any time outstanding; and

          (19) Indebtedness of the Issuer or any Restricted Subsidiary incurred
     during any Suspension Period.

          For purposes of determining compliance with this Section 4.06, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (19) above
or is entitled to be incurred pursuant to the Coverage Ratio Exception, the
Issuer may, in its sole discretion, classify such item of Indebtedness and may
divide and classify such Indebtedness in more than one of the types of
Indebtedness described, except that Indebtedness incurred under the Credit
Agreement on the Issue Date shall be deemed to have been incurred under clause
(1) of this Section 4.06.

          The maximum amount of Indebtedness that the Issuer or any Restricted
Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be
exceeded solely as the result of fluctuations in the exchange rates of
currencies. In determining the amount of Indebtedness outstanding under one of
the clauses above, the outstanding principal amount of any particular
Indebtedness of any Person shall be counted only once and any obligation of such



                                      -53-

Person or any other Person arising under any guarantee, Lien, letter of credit
or similar instrument supporting such Indebtedness shall be disregarded so long
as it is permitted to be incurred by the Person or Persons incurring such
obligation.

     SECTION 4.07 Limitations on Restricted Payments.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment:

          (1) a Default shall have occurred and be continuing or shall occur as
     a consequence thereof;

          (2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant
     to the Coverage Ratio Exception; or

          (3) the amount of such Restricted Payment, when added to the aggregate
     amount of all other Restricted Payments made after the Issue Date (other
     than Restricted Payments made pursuant to clause (2), (3), (4), (5), (7),
     (9), (10), (11) or, at any time prior to December 31, 2004, clause (6) of
     the second paragraph of this Section 4.07), exceeds the sum (the
     "Restricted Payments Basket") of (without duplication):

               (a) 50% of Consolidated Net Income for the period (taken as one
          accounting period) commencing on the first day of the first full
          fiscal quarter commencing after the Issue Date to and including the
          last day of the fiscal quarter ended immediately prior to the date of
          such calculation for which consolidated financial statements are
          publicly available (or, if such Consolidated Net Income shall be a
          deficit, minus 100% of such aggregate deficit), plus

               (b) 100% of the aggregate net cash proceeds received by the
          Issuer either (x) as contributions to the common equity of the Issuer
          after the Issue Date or (y) from the issuance and sale of Qualified
          Equity Interests after the Issue Date, plus

               (c) the aggregate amount by which Indebtedness (other than any
          Subordinated Indebtedness) incurred by the Issuer or any Restricted
          Subsidiary subsequent to the Issue Date is reduced on the Issuer's
          balance sheet upon the conversion or exchange (other than by a
          Subsidiary of the Issuer) into Qualified Equity Interests (less the
          amount of any cash, or the fair value of assets, distributed by the
          Issuer or any Restricted Subsidiary upon such conversion or exchange),
          plus

               (d) in the case of the disposition or repayment of or return on
          any Investment that was treated as a Restricted Payment made after the
          Issue Date, an amount (to the extent not included in the computation
          of Consolidated Net



                                      -54-

          Income) equal to the lesser of (i) the amount received with respect to
          such Investment less the cost of the disposition of such Investment
          and net of taxes and (ii) the amount of such Investment that was
          treated as a Restricted Payment, plus

               (e) upon a Redesignation of an Unrestricted Subsidiary as a
          Restricted Subsidiary, the lesser of (i) the Fair Market Value of the
          Issuer's proportionate interest in such Subsidiary immediately
          following such Redesignation, and (ii) the aggregate amount of the
          Issuer's Investments in such Subsidiary to the extent such Investments
          reduced the Restricted Payments Basket and were not previously repaid
          or otherwise reduced.

          The foregoing provisions shall not prohibit:

          (1) the payment by the Issuer or any Restricted Subsidiary of 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 Indenture;

          (2) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, any Equity Interests of the Issuer or any
     Restricted Subsidiary in exchange for, or out of the proceeds of the
     substantially concurrent issuance and sale of, Qualified Equity Interests;

          (3) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Subordinated Indebtedness of the Issuer or
     any Restricted Subsidiary (a) in exchange for, or out of the proceeds of
     the substantially concurrent issuance and sale of, Qualified Equity
     Interests or (b) in exchange for, or out of the proceeds of the
     substantially concurrent incurrence of, Refinancing Indebtedness permitted
     to be incurred under Section 4.06 and the other terms of this Indenture;

          (4) the redemption, repurchase or other acquisition of, or the payment
     of any sums due with respect to, Equity Interests of the Issuer held by
     officers, directors or employees or former officers, directors or employees
     (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 $2.0 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 members of management, directors or consultants of the Issuer
     and its Subsidiaries that occurs after the date of this Indenture (provided
     that such proceeds have not been included for the purpose of determining
     whether a previous Restricted Payment was permitted pursuant to the
     preceding paragraph) plus (b) the cash proceeds of key man life insurance
     policies received by the Issuer or any Restricted Subsidiaries after the
     Issue Date;



                                      -55-

          (5) 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 repurchases of Equity Interests deemed to
     occur upon the withholding of a portion of the Equity Interests granted or
     awarded to an employee to pay for the taxes payable by such employee upon
     such grant or award;

          (6) the payment of dividends on the First Preferred Shares in
     accordance with the Issuer's articles of incorporation as in effect on the
     Issue Date;

          (7) at any time on or prior to December 31, 2004, the repurchase or
     redemption of the First Preferred Shares in accordance with the Issuer's
     articles of incorporation as in effect on the Issue Date;

          (8) the payment of dividends on the Issuer's common stock in an amount
     not to exceed $10.0 million per year;

          (9) Restricted Payments made during any Suspension Period;

          (10) the purchase, redemption, acquisition, cancellation or other
     retirement for a nominal value per right of any rights granted to all the
     holders of Common Stock of the Issuer pursuant to any shareholders' rights
     plan adopted for the purpose of protecting shareholders from unfair
     takeover tactics;

          (11) payments by the Issuer or any Restricted Subsidiary in respect of
     Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer
     or another Restricted Subsidiary; and

          (12) Restricted Payments of up to $20.0 million in the aggregate since
     the Issue Date;

provided that (a) in the case of any Restricted Payment pursuant to clause (3),
(6), (7), (8), (9), (11) or (12) of this Section 4.07, no Default shall have
occurred and be continuing or occur as a consequence thereof and (b) no issuance
and sale of Qualified Equity Interests pursuant to clause (2) or (3) of this
Section 4.07 shall increase the Restricted Payments Basket.

     SECTION 4.08 Limitations on Liens.

          The Issuer shall not, and shall not permit any Guarantor to, directly
or indirectly, create, incur, assume or permit or suffer to exist any Lien
(other than Permitted Liens) against any assets of the Issuer or any Guarantor
(including Equity Interests of a Restricted Subsidiary), whether owned at the
Issue Date or thereafter acquired, or any proceeds therefrom, or assign or
otherwise convey any right to receive income or profits therefrom, unless
contemporaneously therewith:



                                      -56-

          (1) in the case of any Lien securing an obligation that ranks pari
     passu with the Notes or a Note Guarantee, effective provision is made to
     secure the Notes or such Note Guarantee, as the case may be, at least
     equally and ratably with or prior to such obligation with a Lien on the
     same collateral; and

          (2) in the case of any Lien securing an obligation that is
     subordinated in right of payment to the Notes or a Note Guarantee,
     effective provision is made to secure the Notes or such Note Guarantee, as
     the case may be, with a Lien on the same collateral that is prior to the
     Lien securing such subordinated obligation,

in each case, for so long as such obligation is secured by such Lien.

     SECTION 4.09 Limitations on Transactions with Affiliates.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

          (1) such Affiliate Transaction is on terms that are no less favorable
     to the Issuer or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction at such time on an
     arm's-length basis by the Issuer or that Restricted Subsidiary from a
     Person that is not an Affiliate of the Issuer or that Restricted
     Subsidiary; and

          (2) the Issuer delivers to the Trustee:

               (a) with respect to any Affiliate Transaction involving aggregate
          value in excess of $10.0 million, an Officers' Certificate certifying
          that such Affiliate Transaction complies with clause (1) of the first
          paragraph of this Section 4.09 and that sets forth and authenticates a
          resolution that has been adopted by the Independent Directors
          approving such Affiliate Transaction; and

               (b) with respect to any Affiliate Transaction involving aggregate
          value of $20.0 million or more, the certificate described in the
          preceding clause (a) of this Section 4.09 and a written opinion as to
          the fairness of such Affiliate Transaction to the Issuer or such
          Restricted Subsidiary from a financial point of view issued by an
          Independent Financial Advisor.

          The foregoing restrictions shall not apply to:

          (1) transactions exclusively between or among (a) the Issuer and one
     or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided,
     in each case, that no



                                      -57-

     Affiliate of the Issuer (other than another Restricted Subsidiary) owns
     Equity Interests of any such Restricted Subsidiary;

          (2) director, officer and employee compensation (including bonuses)
     and other benefits (including retirement, health, stock option and other
     benefit plans) and indemnification arrangements, in each case approved by
     the Board of Directors;

          (3) the entering into of a tax sharing agreement, or payments pursuant
     thereto, between the Issuer and/or one or more Subsidiaries, on the one
     hand, and any other Person with which the Issuer or such Subsidiaries are
     required or permitted to file a consolidated tax return or with which the
     Issuer or such Subsidiaries are part of a consolidated group for tax
     purposes, on the other hand, which payments by the Issuer and the
     Restricted Subsidiaries are not in excess of the tax liabilities that would
     have been payable by them on a stand-alone basis;

          (4) loans and advances permitted by clause (3) of the definition of
     "Permitted Investments";

          (5) Restricted Payments which are made in accordance with Section
     4.07;

          (6) any transaction with an Affiliate to the extent involving
     Qualified Equity Interests;

          (7) transactions with suppliers or purchasers for the sale or purchase
     of goods which are fair to the Issuer and its Restricted Subsidiaries and,
     in the judgment of the Board of Directors, are on terms at least as
     favorable as might reasonably have been obtained from an unaffiliated third
     party;

          (8) transactions with a Person that is an Affiliate solely because the
     Issuer or any Restricted Subsidiary owns Equity Interests in such Person;
     provided that no Affiliate of the Issuer (other than a Restricted
     Subsidiary) owns Equity Interests in such Person;

          (9) purchases and sales of raw materials or inventory in the ordinary
     course of business on market terms;

          (10) any transaction with an Affiliate entered into during any
     Suspension Period; or

          (11) transactions between the Issuer or any Restricted Subsidiary and
     any Securitization Entity in connection with a Qualified Securitization
     Transaction, in each case provided that such transactions are not otherwise
     prohibited by this Indenture.



                                      -58-

     SECTION 4.10 Limitation on Asset Sales.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

          (1) the Issuer or such Restricted Subsidiary receives consideration at
     the time of such Asset Sale at least equal to the Fair Market Value of the
     assets included in such Asset Sale; and

          (2) at least 75% of the total consideration received in such Asset
     Sale consists of cash or Cash Equivalents.

          For purposes of clause (2), the following shall be deemed to be cash:

               (a) the amount (without duplication) of any Indebtedness (other
          than Subordinated Indebtedness) of the Issuer or such Restricted
          Subsidiary that is assumed (expressly or by operation of law) by the
          transferee in such Asset Sale and with respect to which the Issuer or
          such Restricted Subsidiary, as the case may be, is no longer liable,

               (b) the amount of any obligations received from such transferee
          that are within 180 days converted by the Issuer or such Restricted
          Subsidiary to cash (to the extent of the cash actually so received),
          and

               (c) the Fair Market Value of any assets received by the Issuer or
          any Restricted Subsidiary to be used by it in the Permitted Business.

          If at any time any non-cash consideration received by the Issuer or
any Restricted Subsidiary of the Issuer, as the case may be, in connection with
any Asset Sale is repaid or converted into or sold or otherwise disposed of for
cash (other than interest received with respect to any such non-cash
consideration), then the date of such repayment, conversion or disposition shall
be deemed to constitute the date of an Asset Sale hereunder and the Net
Available Proceeds thereof shall be applied in accordance with this Section
4.10.

          If the Issuer or any Restricted Subsidiary engages in an Asset Sale,
the Issuer or such Restricted Subsidiary shall, no later than 365 days following
the consummation thereof, apply all or any of the Net Available Proceeds
therefrom to:

          (1) satisfy all mandatory repayment obligations under the Credit
     Agreement arising by reason of such Asset Sale;

          (2) repay any Indebtedness which was secured by the assets sold in
     such Asset Sale;



                                      -59-

          (3) invest all or any part of the Net Available Proceeds thereof in
     the purchase of assets to be used by the Issuer or any Restricted
     Subsidiary in the Permitted Business; and/or

          (4) in the case of any Restricted Subsidiary that is not a Guarantor,
     repay Indebtedness of such Restricted Subsidiary.

          The amount of Net Available Proceeds not applied or invested as
provided in this paragraph shall constitute "Excess Proceeds."

          When the aggregate amount of Excess Proceeds equals or exceeds $20.0
million, the Issuer shall be required to make an offer to purchase from all
Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu
Indebtedness of the Issuer the provisions of which require the Issuer to redeem
such Indebtedness with the proceeds from any Asset Sales (or offer to do so), in
an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to
the amount of such Excess Proceeds as follows:

          (1) the Issuer shall (a) make an offer to purchase (a "Net Proceeds
     Offer") to all Holders in accordance with the procedures set forth in this
     Indenture, and (b) redeem (or make an offer to do so) any such other Pari
     Passu Indebtedness, pro rata in proportion to the respective principal
     amounts of the Notes and such other Indebtedness required to be redeemed,
     the maximum principal amount of Notes and Pari Passu Indebtedness that may
     be redeemed out of the amount (the "Payment Amount") of such Excess
     Proceeds;

          (2) the offer price for the Notes shall be payable in cash in an
     amount equal to 100% of the principal amount of the Notes tendered pursuant
     to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any,
     to the date such Net Proceeds Offer is consummated (the "Offered Price"),
     in accordance with the procedures set forth in this Indenture and the
     redemption price for such Pari Passu Indebtedness (the "Pari Passu
     Indebtedness Price") shall be as set forth in the related documentation
     governing such Indebtedness;

          (3) if the aggregate Offered Price of Notes validly tendered and not
     withdrawn by Holders thereof exceeds the pro rata portion of the Payment
     Amount allocable to the Notes, Notes to be purchased shall be selected on a
     pro rata basis; and

          (4) upon completion of such Net Proceeds Offer in accordance with the
     foregoing provisions, the amount of Excess Proceeds with respect to which
     such Net Proceeds Offer was made shall be deemed to be zero.

          To the extent that the sum of the aggregate Offered Price of Notes
tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Issuer may use the Net Proceeds



                                      -60-

Deficiency, or a portion thereof, for general corporate purposes, subject to the
provisions of this Indenture.

          In the event of the transfer of substantially all (but not all) of the
assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person
in a transaction covered by and effected in accordance with Section 5.01, the
successor corporation shall be deemed to have sold for cash at Fair Market Value
the assets of the Issuer and the Restricted Subsidiaries not so transferred for
purposes of this Section, and shall comply with the provisions of this Section
with respect to such deemed sale as if it were an Asset Sale (with such Fair
Market Value being deemed to be Net Available Proceeds for such purpose).

          The Issuer shall comply with applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.10, the Issuer shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.10 by virtue of this compliance.

     SECTION 4.11 Limitation on the Issuance or Sale of Equity Interests of
                  Restricted Subsidiaries.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
sell or issue any shares of Equity Interests of any Restricted Subsidiary except
(1) to the Issuer, a Restricted Subsidiary or the minority stockholders of any
Restricted Subsidiary, on a pro rata basis, at Fair Market Value, (2) to the
extent such shares represent directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Issuer or a Wholly-Owned
Restricted Subsidiary or (3) to a third party to the extent the Issuer would be
permitted to make an Investment in the remaining Equity Interests of such
Restricted Subsidiary pursuant to Section 4.07. The sale of all the Equity
Interests of any Restricted Subsidiary is permitted by this Section 4.11 but is
subject to Section 4.10.

     SECTION 4.12 Limitations on Dividend and Other Restrictions Affecting
                  Restricted Subsidiaries.

          The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to:

          (a) pay dividends or make any other distributions on or in respect of
     its Equity Interests;

          (b) make loans or advances or pay any Indebtedness or other obligation
     owed to the Issuer or any other Restricted Subsidiary; or



                                      -61-

          (c) transfer any of its assets to the Issuer or any other Restricted
     Subsidiary;

          except for:

               (1) encumbrances or restrictions existing under or by reason of
          applicable law;

               (2) encumbrances or restrictions existing under this Indenture,
          the Notes and the Note Guarantees;

               (3) non-assignment provisions of any contract or any lease
          entered into in the ordinary course of business;

               (4) encumbrances or restrictions existing under agreements
          existing on the date of this Indenture (including, without limitation,
          the Credit Agreement) as in effect on that date;

               (5) restrictions on the transfer of assets subject to any Lien
          permitted under this Indenture imposed by the holder of such Lien;

               (6) restrictions on the transfer of assets imposed under any
          agreement to sell such assets permitted under this Indenture to any
          Person pending the closing of such sale;

               (7) any instrument governing Acquired Indebtedness or any
          agreement of any Person that was acquired after the Issue Date, in
          either case, which encumbrance or restriction is not applicable to any
          Person, or the properties or assets of any Person, other than the
          Person or the properties or assets of the Person so acquired;

               (8) any other agreement governing Indebtedness entered into after
          the Issue Date that contains encumbrances and restrictions that are
          not materially more restrictive in the aggregate than those in effect
          on the Issue Date pursuant to agreements in effect on the Issue Date;

               (9) provisions in partnership agreements, limited liability
          company organizational governance documents, joint venture agreements
          and other similar agreements entered into in the ordinary course of
          business that restrict the transfer of ownership interests in such
          partnership, limited liability company, joint venture or similar
          Person;

               (10) Indebtedness incurred in compliance with Section 4.06 that
          impose restrictions of the nature described in clause (c) of this
          Section 4.12 on the assets acquired;



                                      -62-

               (11) any encumbrances or restrictions imposed by any amendments
          or refinancings of the contracts, instruments or obligations referred
          to in clauses (1) through (10) of this Section 4.12; provided that
          such amendments or refinancings are, in the good faith judgment of the
          Issuer's Board of Directors, no more materially restrictive in the
          aggregate with respect to such encumbrances and restrictions than
          those prior to such amendment or refinancing; and

               (12) encumbrances or restrictions incurred or entered into during
          any Suspension Period.

     SECTION 4.13 [Reserved]

     SECTION 4.14 Legal Existence.

          Subject to Article Five, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence, and the corporate, partnership or other existence of each Restricted
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Restricted Subsidiary and the
rights (charter and statutory), licenses and franchises of the Issuer and its
Restricted Subsidiaries; provided that the Issuer shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries if the Board of Directors
of the Issuer shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

     SECTION.4.15 Change of Control Offer.

          (a) Upon the occurrence of a Change of Control, the Issuer shall be
obligated to make an offer to purchase (the "Change of Control Offer") all
outstanding Notes at a cash purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon to the Change of Control Payment Date in accordance with this
Section 4.15.

          (b) Within 30 days of the occurrence of a Change of Control, the
Issuer shall (i) cause a notice of the Change of Control Offer to be sent at
least once to the Dow Jones News Service or similar business news service in the
United States and (ii) send by first-class mail, postage prepaid, to the Trustee
and to each Holder, at the address appearing in the register maintained by the
Registrar of the Notes, a notice stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered shall be accepted for payment;



                                      -63-

          (2) the Change of Control Purchase Price and the purchase date (which
     shall be a Business Day no earlier than 30 days nor later than 60 days from
     the date such notice is mailed (the "Change of Control Payment Date"));

          (3) that any Note not tendered shall continue to accrue interest;

          (4) that, unless the Issuer defaults in the payment of the Change of
     Control Purchase Price, any Notes accepted for payment pursuant to the
     Change of Control Offer shall cease to accrue interest after the Change of
     Control Payment Date;

          (5) that such Change of Control Offer shall remain open for at least
     20 Business Days and that Holders accepting the offer to have a Note
     purchased pursuant to any Change of Control Offer shall be required to
     surrender the Note, with the form entitled "Option of Holder to Elect
     Purchase" on the reverse of the Note completed, to the Paying Agent at the
     address specified in the notice prior to the close of business on the
     Business Day preceding the Change of Control Payment Date;

          (6) that Holders shall be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the third
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Notes the Holder delivered for
     purchase, and a statement that such Holder is withdrawing his election to
     have such Note purchased;

          (7) that Holders whose Notes are being purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; provided that each Note purchased and each such new
     Note issued shall be in an original principal amount in denominations of
     $1,000 and integral multiples thereof;

          (8) any other procedures that a Holder must follow to accept a Change
     of Control Offer or effect withdrawal of such acceptance; and

          (9) the name and address of the Paying Agent.

          On the Change of Control Payment Date, the Issuer shall, to the extent
lawful, (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money sufficient to pay the purchase price of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Issuer. The Paying Agent shall promptly mail to each
Holder of Notes so accepted payment in an amount equal to the purchase price for
such Notes, and the Issuer shall execute and issue, and the Trustee shall
promptly authenticate and mail to such Holder, a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of



                                      -64-

$1,000 and integral multiples thereof. The Issuer will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

          (c) (i) If the Issuer or any Restricted Subsidiary thereof has issued
any outstanding (A) Indebtedness that is subordinated in right of payment to the
Notes or (B) Preferred Stock, and the Issuer or such Restricted Subsidiary is
required to make a Change of Control Offer or to make a distribution with
respect to such subordinated Indebtedness or Preferred Stock in the event of a
Change of Control, the Issuer shall not consummate any such offer or
distribution with respect to such subordinated Indebtedness or Preferred Stock
until such time as the Issuer shall have paid the Change of Control Purchase
Price in full to the Holders of Notes that have accepted the Issuer's Change of
Control Offer and shall otherwise have consummated the Change of Control Offer
made to Holders of the Notes and (ii) the Issuer shall not issue Indebtedness
that is subordinated in right of payment to the Notes or Preferred Stock with
Change of Control provisions requiring the payment of such Indebtedness or
Preferred Stock prior to the payment of the Notes in the event of a Change of
Control Triggering Event under this Indenture.

          The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Issuer shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

          The Issuer is not required to make a Change of Control Offer upon a
Change of Control if a third party (i) makes the Change of Control Offer in the
manner and at the time and otherwise in compliance with this Section 4.15, and
(ii) purchases all Notes validly tendered and not withdrawn under the Change of
Control Offer.

     SECTION 4.16 Payment of Additional Amounts.

          All payments made by the Issuer under or with respect to the Notes
shall be made free and clear of and without withholding or deduction for or on
account of any present or future Taxes imposed or levied by or on behalf of any
Taxing Authority in any jurisdiction in which the Issuer is organized or is
otherwise resident for tax purposes or any jurisdiction from or through which
payment is made (each a "Relevant Taxing Jurisdiction"), unless the Issuer is
required to withhold or deduct Taxes by law or by the interpretation or
administration thereof. If the Issuer is required to withhold or deduct any
amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction,
from any payment made under or with respect to the Notes, the Issuer shall make
such withholding or deduction and shall pay such additional amounts ("Additional
Amounts") as may be necessary so that the net amount received by each Holder of
Notes (including Additional Amounts) after such withholding or deduction shall
equal the amount the Holder would have received if such Taxes had not been
withheld or deducted; provided,



                                      -65-

however, that no Additional Amounts shall be payable with respect to any Tax
that would not have been imposed, payable or due:

          (1) with respect to a Holder with which the Issuer or any Guarantor
     does not deal on an arm's length basis within the meaning of the Income Tax
     Act (Canada) on the date of such payment;

          (2) but for the existence of any present or former connection between
     the Holder and the Relevant Taxing Jurisdiction (including being a citizen
     or resident or national of, or carrying on a business or maintaining a
     permanent establishment in, or being physically present in, the Relevant
     Taxing Jurisdiction) other than the mere holding of the Notes or
     enforcement of rights thereunder or the receipt of payments in respect
     thereof;

          (3) but for the failure to satisfy any certification, identification
     or other reporting requirements whether imposed by statute, treaty,
     regulation or administrative practice; or

          (4) if the presentation of Notes (where presentation is required) for
     payment has not occurred within 30 days after the date such payment was due
     and payable or was duly provided for, whichever is later.

          In addition, Additional Amounts shall not be payable if the beneficial
owner of, or person ultimately entitled to obtain an interest in, such Notes had
been the Holder of the Notes and such beneficial owner would not be entitled to
the payment of Additional Amounts by reason of clause (1), (2), (3) or (4)
above. In addition, Additional Amounts shall not be payable with respect to any
Tax which is payable or assessed on a Holder under the laws of the
jurisdiction(s) in which: (1) that Holder is incorporated, organized, resident
or has a permanent establishment for tax purposes, or (2) that Holder's office
is located in respect of amounts received or receivable in that jurisdiction, if
that Tax is imposed on or calculated by reference to the income received or
receivable by that Holder.

          Upon request, the Issuer shall provide the Trustee with documentation
satisfactory to the Trustee evidencing the payment of Additional Amounts.

     SECTION 4.17 RESERVED.

     SECTION 4.18 Limitations on Layering Indebtedness.

          At any time other than during a Suspension Period, the Issuer shall
not, and shall not permit any Guarantor to, directly or indirectly, incur any
Indebtedness that is or purports to be by its terms (or by the terms of any
agreement governing such Indebtedness) subordinated to any other Indebtedness of
the Issuer or of such Guarantor, as the case may be, unless such



                                      -66-

Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the Notes or the Note Guarantee
of such Guarantor, to the same extent and in the same manner as such
Indebtedness is subordinated to such other Indebtedness of the Issuer or such
Guarantor, as the case may be.

     SECTION 4.19 Limitations on Designation of Unrestricted Subsidiaries.

          The Issuer may designate any Subsidiary of the Issuer as an
"Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

          (1) no Default shall have occurred and be continuing after giving
     effect to such Designation; and

          (2) the Issuer would be permitted to make an Investment in an amount
     (the "Designation Amount") equal to the Fair Market Value of the Issuer's
     proportionate interest in such Subsidiary on such date (and in the case of
     any Designation occurring during a Suspension Period, the Issuer could make
     such Investment if such Suspension Period were not then in effect).

          No Subsidiary shall be Designated as an "Unrestricted Subsidiary"
unless such Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Indebtedness;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary unless the terms
     of the agreement, contract, arrangement or understanding are no less
     favorable to the Issuer or the Restricted Subsidiary than those that might
     be obtained at the time from Persons who are not Affiliates;

          (3) is a Person with respect to which neither the Issuer nor any
     Restricted Subsidiary has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     the Person's financial condition or to cause the Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any Restricted
     Subsidiary, except for any guarantee given solely to support the pledge by
     the Issuer or any Restricted Subsidiary of the Equity Interests of such
     Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or
     any Restricted Subsidiary, and except to the extent the amount thereof
     constitutes a Restricted Payment permitted pursuant to Section 4.07.

          If, at any time, any Unrestricted Subsidiary fails to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted



                                      -67-

Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary
and any Liens on assets of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary as of the date and, if the Indebtedness is not permitted
to be incurred under Section 4.06 or the Lien is not permitted under Section
4.08, the Issuer shall be in default of the applicable covenant.

          The Issuer may redesignate an Unrestricted Subsidiary as a Restricted
Subsidiary (a "Redesignation") only if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Redesignation; and

          (2) all Liens, Indebtedness and Investments of such Unrestricted
     Subsidiary outstanding immediately following such Redesignation would, if
     incurred or made at such time, have been permitted to be incurred or made
     for all purposes of this Indenture.

          All Designations and Redesignations must be evidenced by resolutions
of the Board of Directors of the Issuer, delivered to the Trustee certifying
compliance with the foregoing provisions.

     SECTION 4.20 Limitations on Sale and Leaseback Transactions.

          The Issuer shall not, and shall not permit any Guarantor to enter into
any Sale and Leaseback Transaction; provided that the Issuer or any Guarantor
may enter into a Sale and Leaseback Transaction if:

          (1) the Issuer or such Guarantor could have (a) incurred the
     Indebtedness attributable to such Sale and Leaseback Transaction pursuant
     to Section 4.06 and (b) incurred a Lien on such assets pursuant to Section
     4.08; and

          (2) the gross cash proceeds of such Sale and Leaseback Transaction are
     at least equal to the Fair Market Value of the asset that is the subject of
     such Sale and Leaseback Transaction.

     SECTION 4.21 Conduct of Business.

          At any time except during a Suspension Period, the Issuer shall not,
and shall not permit any Restricted Subsidiary to, enter into any line of
business other than a Permitted Business.



                                      -68-

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

     SECTION 5.01 Limitation on Mergers, Amalgamations, Consolidations, Etc.

          The Issuer shall not, directly or indirectly, in a single transaction
or a series of related transactions, (a) consolidate, merge or amalgamate with
or into (other than a merger, amalgamation or plan of arrangement with a
Wholly-Owned Restricted Subsidiary solely for the purpose of changing the
Issuer's jurisdiction of incorporation to a State of the United States or
another province or territory of Canada), or sell, lease, transfer, convey or
otherwise dispose of or assign all or substantially all of the assets of the
Issuer or the Issuer and the Restricted Subsidiaries (taken as a whole) or (b)
adopt a Plan of Liquidation unless, in either case:

          (1) either:

               (a) the Issuer shall be the surviving or continuing Person; or

               (b) the Person formed by or surviving such consolidation,
          amalgamation or merger or to which such sale, lease, conveyance or
          other disposition shall be made (or, in the case of a Plan of
          Liquidation, any Person to which assets are transferred)
          (collectively, the "Successor") is organized and existing under the
          laws of any province or territory of Canada, any State of the United
          States of America or the District of Columbia, and the Successor
          expressly assumes, by supplemental indenture in form and substance
          satisfactory to the Trustee, all of the obligations of the Issuer
          under the Notes, this Indenture and the Registration Rights Agreement;

          (2) at any time other than during a Suspension Period, immediately
     after giving effect to such transaction and the assumption of the
     obligations as set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, no Default shall have
     occurred and be continuing; and

          (3) at any time other than during a Suspension Period, immediately
     after and giving effect to such transaction and the assumption of the
     obligations set forth in clause (1)(b) above and the incurrence of any
     Indebtedness to be incurred in connection therewith, and the use of any net
     proceeds therefrom on a pro forma basis, the Issuer or the Successor, as
     the case may be, could incur $1.00 of additional Indebtedness pursuant to
     the Coverage Ratio Exception.

          For purposes of this Section 5.01, any Indebtedness of the Successor
that was not Indebtedness of the Issuer immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction.



                                      -69-

          Except as provided in Section 10.05, no Guarantor may consolidate or
amalgamate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

          (1) either:

               (a) such Guarantor shall be the surviving or continuing Person;
          or

               (b) the Person formed by or surviving any such consolidation,
          amalgamation or merger, amalgamation or plan of arrangement assumes,
          by supplemental indenture in form and substance satisfactory to the
          Trustee, all of the obligations of such Guarantor under the Note
          Guarantee of such Guarantor, this Indenture and the Registration
          Rights Agreement; and

          (2) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Issuer, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Issuer.

          Upon any consolidation, combination, merger or amalgamation of the
Issuer or a Guarantor, or any transfer of all or substantially all of the assets
of the Issuer in accordance with the foregoing, in which the Issuer or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee,
the surviving entity formed by such consolidation or into which the Issuer or
such Guarantor is merged or to which the conveyance, lease or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Issuer or such Guarantor under this Indenture, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Issuer or such Guarantor and, except in the case of a conveyance,
transfer or lease, the Issuer or such Guarantor, as the case may be, shall be
released from the obligation to pay the principal of and interest on the Notes
or in respect of its Note Guarantee, as the case may be, and all of the Issuer's
or such Guarantor's other obligations and covenants under the Notes, this
Indenture and its Note Guarantee, if applicable.

          Notwithstanding the foregoing, any Restricted Subsidiary may merge
into, consolidate or amalgamate with the Issuer or another Restricted
Subsidiary.



                                      -70-

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

     SECTION 6.01 Events of Default.

          Each of the following is an "Event of Default":

          (1) failure by the Issuer to pay interest on any of the Notes when it
     becomes due and payable and the continuance of any such failure for 30
     days;

          (2) failure by the Issuer to pay the principal on any of the Notes
     when it becomes due and payable, whether at stated maturity, upon
     redemption, upon purchase, upon acceleration or otherwise;

          (3) failure by the Issuer to comply with any of its agreements or
     failure to comply with Sections 4.15 and 5.01;

          (4) failure by the Issuer to comply with any other agreement or
     covenant in this Indenture (including the requirement to make a Net
     Proceeds Offer as described above under Section 4.10 and continuance of
     this failure for 45 days after notice of the failure has been given to the
     Issuer by the Trustee or by the Holders of at least 25% of the aggregate
     principal amount of the Notes then outstanding;

          (5) default under any mortgage, indenture or other instrument or
     agreement under which there may be issued or by which there may be secured
     or evidenced Indebtedness of the Issuer or any Restricted Subsidiary,
     whether such Indebtedness now exists or is incurred after the Issue Date,
     which default:

               (a) is caused by a failure to pay when due principal on such
          Indebtedness within the applicable express grace period,

               (b) results in the acceleration of such Indebtedness prior to its
          express final maturity, or

               (c) results in the commencement of judicial proceedings to
          foreclose upon, or to exercise remedies under applicable law or
          applicable security documents to take ownership of, the assets
          securing such Indebtedness, and in each case, the principal amount of
          such Indebtedness, together with any other Indebtedness with respect
          to which an event described in clause (a), (b) or (c) has occurred and
          is continuing, aggregates $15.0 million or more;

          (6) one or more final and non-appealable judgments or orders that
     exceed $15.0 million in the aggregate (net of amounts covered by insurance
     or bonded) for the



                                      -71-

     payment of money have been entered by a court or courts of competent
     jurisdiction against the Issuer or any Restricted Subsidiary and such
     judgment or judgments have not been satisfied, stayed, annulled or
     rescinded within 60 days of being entered;

          (7) the Issuer or any Significant Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law:

               (a) commences a voluntary case,

               (b) consents to the entry of an order for relief against it in an
          involuntary case,

               (c) consents to the appointment of a Custodian of it or for all
          or substantially all of its assets, or

               (d) makes a general assignment for the benefit of its creditors;

          (8) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (a) is for relief against the Issuer or any Significant
          Subsidiary as debtor in an involuntary case,

               (b) appoints a Custodian of the Issuer or any Significant
          Subsidiary or a Custodian for all or substantially all of the assets
          of the Issuer or any Significant Subsidiary, or

               (c) orders the liquidation of the Issuer or any Significant
          Subsidiary, and the order or decree remains unstayed and in effect for
          60 days; or

          (9) any Note Guarantee of any Significant Subsidiary ceases to be in
     full force and effect (other than in accordance with the terms of such Note
     Guarantee and this Indenture) or is declared null and void and
     unenforceable or found to be invalid or any Guarantor denies its liability
     under its Note Guarantee (other than by reason of release of a Guarantor
     from its Note Guarantee in accordance with the terms of this Indenture and
     the Note Guarantee).

          The Issuer is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture and, upon any Officer of the Issuer
becoming aware of any Default, a statement specifying such Default and what
action the Issuer is taking or proposes to take with respect thereto.

          Subject to Sections 7.01 and 7.02, the Trustee shall not be charged
with knowledge of any Default, Event of Default, Change of Control or Asset Sale
or the requirement



                                      -72-

for payment of Additional Interest unless written notice thereof shall have been
given to a Responsible Officer at the Corporate Trust Office of the Trustee by
the Issuer or any other Person.

     SECTION 6.02 Acceleration.

          If an Event of Default (other than an Event of Default specified in
clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have
occurred and be continuing under this Indenture, the Trustee, by written notice
to the Issuer, or the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding by written notice to the Issuer and the Trustee, may
declare all amounts owing under the Notes to be due and payable immediately.
Upon such declaration of acceleration, the aggregate principal of and accrued
and unpaid interest on the outstanding Notes shall immediately become due and
payable; provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in this Indenture. If an Event of Default specified in clause (7) or
(8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes
shall become due and payable without any further action or notice.

          The Trustee shall, within 30 days after the occurrence of any Default
with respect to the Notes, give the Holders notice of all uncured Defaults
thereunder known to it; provided, however, that, except in the case of an Event
of Default in payment with respect to the Notes or a Default in complying with
Section 5.01, the Trustee shall be protected in withholding such notice if and
so long as a committee of its trust officers in good faith determines that the
withholding of such notice is in the interest of the Holders.

     SECTION 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law. Any costs associated with actions taken by the Trustee under this Section
6.03 shall be reimbursed to the Trustee by the Issuer.



                                      -73-

     SECTION 6.04 Waiver of Past Defaults and Events of Default.

          Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in
principal amount of the Notes then outstanding by written notice to the Trustee
have the right to waive any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes. The Issuer shall deliver to
the Trustee an Officers' Certificate stating that the requisite percentage of
Holders has consented to such waiver. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; provided that no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereto.

     SECTION 6.05 Control by Majority.

          The Holders of a majority in principal amount of the Notes outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another Holder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the
Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

     SECTION 6.06 Limitation on Suits.

          Subject to Section 6.08, a Holder may not institute any proceeding or
pursue any remedy with respect to this Indenture or the Notes unless:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default;

          (2) the Holders of at least 25% in aggregate principal amount of the
     Notes then outstanding make a written request to the Trustee to pursue the
     remedy;

          (3) such Holder or Holders offer and if requested provide to the
     Trustee indemnity reasonably satisfactory to the Trustee against any loss,
     liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer, and, if requested, provision of,
     indemnity; and



                                      -74-

          (5) no direction which in the reasonable opinion of the Trustee is
     inconsistent with such written request has been given to the Trustee during
     such 60 day period by the Holders of a majority in aggregate principal
     amount of the Notes then outstanding.

          However, such limitations do not apply to a suit instituted by a
Holder of any Note for enforcement of payment of the principal of or interest on
such Note on or after the due date therefor (in the case of any interest
payment, after giving effect to the grace period specified in clause (1) of
Section 6.01.

          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

     SECTION 6.07 No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

          No director, officer, employee, incorporator or stockholder of the
Issuer or any Guarantor shall have any liability for any obligations of the
Issuer under the Notes or this Indenture or of any Guarantor under its Note
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees. The waiver may
not be effective to waive liabilities under the federal securities laws. It is
the view of the SEC that this type of waiver is against public policy.

     SECTION 6.08 Rights of Holders To Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, or premium, if any, and
interest on such Note (including Additional Interest) on or after the respective
due dates expressed on such Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of such Holder.

     SECTION 6.09 Collection Suit by Trustee.

          If an Event of Default in payment of principal, premium or interest
specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer or any Guarantor for the whole amount of unpaid principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate set forth in the Notes, and
such further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.



                                      -75-

     SECTION 6.10 Trustee May File Proofs of Claim.

          The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Issuer or any Guarantor, its creditors or
its property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

     SECTION 6.11 Priorities.

          If the Trustee collects any money pursuant to this Article Six, it
shall pay out the money in the following order:

          FIRST:  to the Trustee for amounts due under Section 7.07;

          SECOND: to Holders for amounts due and unpaid on the Notes for
                  principal, premium, if any, and interest (including
                  Additional Interest, if any) as to each, ratably, without
                  preference or priority of any kind, according to the amounts
                  due and payable on the Notes; and

          THIRD:  to the Issuer or, to the extent the Trustee collects any
                  amount from any Guarantor, to such Guarantor.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.11.

     SECTION 6.12 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the



                                      -76-

costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in aggregate principal amount of the Notes then outstanding.

                                  ARTICLE SEVEN

                                     TRUSTEE

     SECTION 7.01 Duties of Trustee.

          (a) If an Event of Default actually known to a Responsible Officer of
the Trustee has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the same circumstances in the conduct of such person's own affairs.

          (b) Except during the continuance of an Event of Default:

          (1) The Trustee need perform only those duties that are specifically
     set forth in this Indenture and no implied covenants or obligations shall
     be read into this Indenture.

          (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture but, in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform on their face to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations, the
     accuracy of the signatures or other facts stated therein).

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 7.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith, unless it is proved that the Trustee was negligent in
     ascertaining the pertinent facts.



                                      -77-

          (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to the terms of Sections 6.04 and 6.05.

          (4) No provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its rights, powers or duties if it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity satisfactory to it against such risk or liability is not
     reasonably assured to it.

          (d) Whether or not therein expressly so provided, paragraphs (a), (b)
and (c) of this Section 7.01 shall govern every provision of this Indenture that
in any way relates to the Trustee; provided that the Trustee's conduct does not
constitute gross negligence or bad faith.

          (e) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Issuer or any
Guarantor. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

     SECTION 7.02 Rights of Trustee.

          Subject to Section 7.01:

          (1) The Trustee may rely on any document reasonably believed by it to
     be genuine and to have been signed or presented by the proper person. The
     Trustee need not investigate any fact or matter stated in the document.

          (2) Any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by a Issuer Request and any resolution of the Board
     of Directors shall be sufficiently evidenced by a Board Resolution.

          (3) Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel, or both, which shall
     conform in all material respects to the provisions of Section 11.05. The
     Trustee shall be protected and shall not be liable for any action it takes
     or omits to take in good faith in reliance on such certificate or opinion.

          (4) The Trustee may act through its attorneys and agents and shall not
     be responsible for the misconduct or negligence of any agent appointed by
     it with due care.

          (5) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it reasonably believes to be authorized or
     within its rights or powers.

          (6) The Trustee may consult with counsel of its selection, and the
     advice or opinion of such counsel as to matters of law shall be full and
     complete authorization and



                                      -78-

     protection from liability in respect of any action taken, omitted or
     suffered by it hereunder in good faith and in accordance with the advice or
     opinion of such counsel.

          (7) Whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate.

          (8) The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon or other paper or document.

          (9) The Trustee shall not be deemed to have notice of any Event of
     Default unless a Responsible Officer of the Trustee has actual knowledge
     thereof or unless the Trustee shall have received written notice thereof at
     the Corporate Trust Office of the Trustee, and such notice references the
     Notes and this Indenture. As used herein, the term "actual knowledge" means
     the actual fact or statement of knowing, without any duty to make any
     investigation with regard thereto.

          (10) The Trustee shall not be required to give any bond or surety in
     respect of the performance of its powers and duties hereunder.

          (11) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Holders, pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee reasonable
     security or indemnity against any loss, liability or expense which may be
     incurred therein or thereby.

          (12) The Trustee shall not be responsible for any information
     contained in any notice provision provided to the Trustee by the Issuer for
     distribution to the Holders.

     SECTION 7.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise deal with the either of the Issuer or any Guarantor,
or any Affiliates thereof, with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. The Trustee, however, shall
be subject to Sections 7.10 and 7.11.

     SECTION 7.04 Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes or any Note
Guarantee, it shall not be



                                      -79-

accountable for the Issuer's or any Guarantor's use of the proceeds from the
sale of Notes or any money paid to the Issuer or any Guarantor pursuant to the
terms of this Indenture and it shall not be responsible for any statement in the
Notes, any Note Guarantee or this Indenture other than the Trustee's certificate
of authentication.

     SECTION 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if the Trustee has actual
knowledge of such default, the Trustee shall mail to each Holder notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of the principal of, or premium, if any, or interest on any Note or a
default in the observance or performance of any of the obligations of the Issuer
under Article Five, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the best interest of the Holders.

     SECTION 7.06 Reports by Trustee to Holders.

          If required by TIA (S) 313(a), within 90 days after December 31 of any
year, commencing December 31, 2001 the Trustee shall mail to each Holder a brief
report dated as of such December 31 that complies with TIA (S) 313(a). The
Trustee also shall comply with TIA (S) 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA (S) 313(c) and TIA (S) 313(d).

          Reports pursuant to this Section 7.06 shall be transmitted by mail:

          (1) to all Holders of Notes, as the names and addresses of such
     Holders appear on the Registrar's books; and

          (2) to such Holders of Notes as have, within the two years preceding
     such transmission, filed their names and addresses with the Trustee for
     that purpose.

          A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Issuer shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

     SECTION 7.07 Compensation and Indemnity.

          The Issuer and any Guarantors shall pay to the Trustee and each Agent
from time to time reasonable compensation for its services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust). The Issuer and any Guarantors
shall reimburse the Trustee and each Agent upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.



                                      -80-

          The Issuer and any Guarantors shall indemnify each of the Trustee and
any predecessor Trustee and each Agent for, and hold each of them harmless
against, any and all loss, damage, claim, liability or expense, including
without limitation taxes (other than taxes based on the income of the Trustee or
such Agent) and reasonable attorneys' fees and expenses incurred by each of them
in connection with the acceptance or performance of its duties under this
Indenture including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder (including, without limitation, settlement
costs). The Issuer and any Guarantor need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld. The
Trustee or Agent, as the case may be, shall notify the Issuer and any Guarantors
in writing promptly of any claim asserted against the Trustee or such Agent for
which it may seek indemnity. However, the failure by the Trustee or such Agent
to so notify the Issuer and any Guarantors shall not relieve the Issuer and any
Guarantors of their obligations hereunder.

          Notwithstanding the foregoing, the Issuer and any Guarantors need not
reimburse the Trustee or any Agent for any expense or indemnify it against any
loss or liability incurred by the Trustee or such Agent, as the case may be,
resulting from its own negligence, willful misconduct or bad faith. To secure
the payment obligations of the Issuer and any Guarantors in this Section 7.07,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee except such money or property held in trust to pay
principal of and interest on particular Notes. The obligations of the Issuer and
any Guarantors under this Section 7.07 to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Issuer and any Guarantors and shall survive the
resignation or removal of the Trustee and the satisfaction, discharge or other
termination of this Indenture, including any termination or rejection hereof
under any Bankruptcy Law.

          When the Trustee incurs expenses (including reasonable fees and
expenses of its Agents and counsel) or renders services after an Event of
Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

          For purposes of this Section 7.07, the term "Trustee" shall include
any trustee appointed pursuant to Article Nine.

     SECTION 7.08 Replacement of Trustee.

          The Trustee may resign by so notifying the Issuer and any Guarantors
in writing. The Holders of a majority in principal amount of the outstanding
Notes may remove the Trustee by notifying the Issuer and the removed Trustee in
writing and may appoint a successor Trustee with the Issuer's written consent,
which consent shall not be unreasonably withheld. The Issuer may remove the
Trustee at its election if:

          (1) the Trustee fails to comply with Section 7.10 hereof;



                                      -81-

          (2) the Trustee is adjudged a bankrupt or an insolvent;

          (3) a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4) the Trustee otherwise becomes incapable of performing its duties
     hereunder.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall notify the Holders of such
event and shall promptly appoint a successor Trustee. Within one year after such
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the Notes then outstanding may appoint a successor Trustee to replace
such successor Trustee appointed by the Issuer.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority in principal amount of the outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07, transfer all property held by it as Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Holder. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer's and any Guarantor's obligations under Section 7.07 shall
continue for the benefit of the retiring Trustee.

     SECTION 7.09 Successor Trustee by Consolidation, Merger, Etc.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

     SECTION 7.10 Eligibility; Disqualification.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1) and (2) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $100,000,000 as set forth in the most recent applicable



                                      -82-

published annual report of condition. The Trustee shall comply with TIA (S)
310(b), including the provision in (S) 310(b)(1).

     SECTION 7.11 Preferential Collection of Claims Against Issuer.

          The Trustee shall comply with TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311 (a) to the extent indicated therein.

     SECTION 7.12 Paying Agents.

          The Issuer shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

          (1) that it shall hold all sums held by it as agent for the payment of
     principal of, or premium, if any, or interest on, the Notes (whether such
     sums have been paid to it by the Issuer, any Guarantor or by any other
     obligor on the Notes) in trust for the benefit of Holders of the Notes or
     the Trustee;

          (2) that it shall at any time during the continuance of any Event of
     Default, upon written request from the Trustee, deliver to the Trustee all
     sums so held in trust by it together with a full accounting thereof; and

          (3) that it shall give the Trustee written notice within three
     Business Days of any failure of the Issuer, any Guarantor or by any obligor
     on the Notes in the payment of any installment of the principal of,
     premium, if any, or interest on, the Notes when the same shall be due and
     payable.

                                  ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 8.01 Without Consent of Holders.

          The Issuer and any Guarantors, when authorized by a Board Resolution
of each of them, and the Trustee, when an Officers' Certificate is provided
stating that such amendment or supplement complies with the provisions of this
Section 8.01, may amend, waive or supplement this Indenture or the Notes without
notice to or consent of any Holder:

          (1) to comply with Section 5.01;

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes;



                                      -83-

          (3) [Reserved];

          (4) to cure any ambiguity, defect or inconsistency;

          (5) to release any Guarantor from any of its obligations under its
     Note Guarantee or this Indenture (to the extent permitted by this
     Indenture);

          (6) to provide for the issuance of the Exchange Notes or the Private
     Exchange Notes in accordance with Section 2.01 in a manner that does not
     adversely affect the rights of any Holder;

          (7) to provide for the assumption of the Issuer's obligations to
     Holders in the case of a merger or acquisition in accordance with the terms
     of this Indenture;

          (8) to make any other change that does not materially adversely affect
     the rights of any Holders hereunder; or

          (9) [Reserved].

          The Trustee is hereby authorized to join with the Issuer and any
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
adversely affects its own rights, duties or immunities under this Indenture.

     SECTION 8.02 With Consent of Holders.

          The Issuer (when authorized by a Board Resolution) and any Guarantors
(when authorized by a Board Resolution) may, subject to Section 8.06, direct the
Trustee to modify or supplement this Indenture, the Note Guarantees and/or the
Notes with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes, provided that:

          (a) no such amendment may, without the consent of the Holders of
     two-thirds in aggregate principal amount of Notes then outstanding, amend
     the obligation of the Issuer under Section 4.15 or the related definitions
     that could adversely affect the rights of any Holder;

          The Holders of not less than a majority in aggregate principal amount
     of the outstanding Notes may waive compliance in a particular instance by
     the Issuer or any Guarantor with any provision of this Indenture or the
     Notes. Subject to Section 8.04 hereof, without the consent of each Holder
     affected, however, an amendment, supplement or waiver, including a waiver
     pursuant to Section 6.04, may not:



                                      -84-

          (b) without the consent of each Holder affected, the Issuer and the
     Trustee may not:

               (1) change the maturity of any Note;

               (2) reduce the amount, extend the due date or otherwise affect
          the terms of any scheduled payment of interest on or principal of the
          Notes;

               (3) reduce any premium payable upon optional redemption of the
          Notes, change the date on which any Notes are subject to redemption or
          otherwise alter the provisions with respect to the redemption of the
          Notes;

               (4) make any Note payable in money or currency other than that
          stated in the Notes;

               (5) modify or change any provision of this Indenture or the
          related definitions to affect the ranking of the Notes or any Note
          Guarantee in a manner that adversely affects the Holders;

               (6) reduce the percentage of Holders necessary to consent to an
          amendment or waiver to this Indenture or the Notes;

               (7) impair the rights of Holders to receive payments of principal
          of or interest on the Notes;

               (8) release any Guarantor that is a Significant Subsidiary from
          any of its obligations under its Note Guarantee or this Indenture,
          except as permitted by this Indenture; or

               (9) make any change in these amendment and waiver provisions.

          After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Issuer shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver.

          Upon the written request of the Issuer, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06, the Trustee shall join with
the Issuer and any Guarantors in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.



                                      -85-

          It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

     SECTION 8.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall
comply with the TIA as then in effect.

     SECTION 8.04 Revocation and Effect of Consents.

          Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder is a continuing consent conclusive and
binding upon such Holder and every subsequent Holder of the same Note or portion
thereof, and of any Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Note. Any such Holder or subsequent Holder, however, may revoke the consent
as to his Note or portion of a Note, if the Trustee receives the written notice
of revocation before the date the amendment, supplement, waiver or other action
becomes effective.

          The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

          An amendment, supplement, waiver or other action becomes effective in
accordance with its terms and thereafter shall bind every Holder, unless it
makes a change described in any of clauses (1) through (9) of Section 8.02(b).
In that case the amendment, supplement, waiver or other action shall bind each
Holder who has consented to it and every subsequent Holder or portion of a Note
that evidences the same debt as the consenting Holder's Note.

     SECTION 8.05 Notation on or Exchange of Notes.

          If an amendment, supplement, or waiver changes the terms of a Note,
the Trustee (in accordance with the specific written direction of the Issuer)
shall request the Holder of the Note (in accordance with the specific written
direction of the Issuer) to deliver it to the Trustee. In such case, the Trustee
shall at the expense of the Issuer place an appropriate notation on the Note
about the changed terms and return it to the Holder. Alternatively, if the
Issuer or the Trustee so determines, the Issuer in exchange for the Note shall
issue, any Guarantors shall endorse and the Trustee shall authenticate a new
Note that reflects the changed terms. Failure to



                                      -86-

make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.

     SECTION 8.06 Trustee To Sign Amendments, Etc.

          The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article Eight if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Sections 7.01 and 7.02, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section 11.04, that such amendment,
supplement or waiver is authorized or permitted by this Indenture and is a
legal, valid and binding obligation of the Issuer and any Guarantors,
enforceable against the Issuer and any Guarantors in accordance with its terms
(subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 9.01 Discharge of Indenture.

          The Issuer may terminate its obligations under the Notes and this
Indenture as well as the obligations of any Guarantors under their respective
Note Guarantees, except those obligations referred to in the penultimate
paragraph of this Section 9.01 if:

          (1) all the Notes that have been authenticated and delivered (except
     lost, stolen or destroyed Notes which have been replaced or paid and Notes
     for whose payment money has been deposited in trust or segregated and held
     in trust by the Issuer and thereafter repaid to the Issuer or discharged
     from this trust) have been delivered to the Trustee for cancellation, or

          (2) (a) all Notes not delivered to the Trustee for cancellation
     otherwise have become due and payable or have been called for redemption
     pursuant to Section 3.07 and the Issuer has irrevocably deposited or caused
     to be deposited with the Trustee trust funds in trust in an amount of money
     sufficient to pay and discharge the entire Indebtedness (including all
     principal and accrued interest) on the Notes not theretofore delivered to
     the Trustee for cancellation, and

               (b) the Issuer has delivered irrevocable instructions to the
     Trustee to apply the deposited money toward the payment of the Notes at
     maturity or on the date of redemption, as the case may be.



                                      -87-

          Notwithstanding the first paragraph of this Section 9.01, the Issuer's
obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.16, 7.07, 9.05 and 9.06 shall
survive until the Notes are no longer outstanding pursuant to the last paragraph
of Section 2.09. After the Notes are no longer outstanding, the Issuer's
obligations in Section 7.07, 9.05 and 9.06 shall survive.

          After such delivery or irrevocable deposit, the Trustee upon written
request of the Issuer shall acknowledge in writing the discharge of the Issuer's
and each Guarantor's obligations under the Notes, the Note Guarantees and this
Indenture, as the case may be, except for those surviving obligations specified
above.

     SECTION 9.02 Legal Defeasance.

          The Issuer may at its option at any time, by Board Resolution of the
Issuer, be discharged from its obligations with respect to the Notes and any
Guarantors discharged from their obligations under their respective Note
Guarantees on the date the conditions set forth in Section 9.04 are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, "Legal Defeasance" means
that the Issuer and any Guarantors shall be deemed to have paid and discharged
the entire Indebtedness represented by the Notes and the Note Guarantees, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
9.08 and the other Sections of this Indenture referred to in clauses (A) and (B)
below, and to have satisfied all of its other obligations under such Notes, such
Note Guarantees and this Indenture, as the case may be, insofar as such Notes
are concerned (and the Trustee, at the expense of the Issuer, shall, subject to
Section 9.06 hereof, execute instruments in form and substance reasonably
satisfactory to the Trustee and the Issuer acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Notes when such payments are due, (B) the Issuer's obligations with
respect to such Notes under Sections 2.04, 2.05, 2.07 and 2.11, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder (including claims
of, or payments to, the Trustee pursuant to Section 7.07) and (D) this Article
Nine. Subject to compliance with this Article Nine, the Issuer may exercise its
option under this Section 9.02 with respect to the Notes notwithstanding the
prior exercise of its option under Section 9.03 with respect to the Notes.

     SECTION 9.03 Covenant Defeasance.

          At the option of the Issuer, pursuant to a Board Resolution of the
Issuer, the Issuer and any Guarantors shall be released from their respective
obligations under Sections 4.02 (except for obligations mandated by the TIA),
4.06 through 4.13, inclusive, and 4.15 and clause (a)(iii) of Section 5.01 with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 9.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it



                                      -88-

being understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, "Covenant Defeasance" means that the Issuer and any
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such specified Section or portion
thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any
reference in any such specified Section or portion thereof to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under clause (3) or (4) of Section
6.01, but, except as specified above, the remainder of this Indenture and the
Notes shall be unaffected thereby. If the funds deposited with the Trustee to
effect Covenant Defeasance are insufficient to pay all remaining principal and
interest on the Notes when due, the Issuer's obligations and the obligations of
the Guarantors under the Indenture will be reinstated and no such Covenant
Defeasance shall be deemed to have occurred.

     SECTION 9.04 Conditions to Legal Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of Section 9.02
or Section 9.03 hereof to the outstanding Notes:

          (1) the Issuer must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, U.S. legal tender, U.S. Government
     Obligations or a combination thereof, in such amounts as shall be
     sufficient (without reinvestment) in the opinion of a nationally recognized
     firm of independent public accountants selected by the Issuer, to pay the
     principal of and interest on the Notes on the stated date for payment or on
     the redemption date of the principal or installment of principal of or
     interest on the Notes, and the Holders must have a valid, perfected,
     exclusive security interest in such trust,

          (2) in the case of Legal Defeasance, Section 9.02, the Issuer shall
     have delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (a) the Issuer has received from, or there has been published by
          the Internal Revenue Service, a ruling, or

               (b) since the date of this Indenture, there has been a change in
          the applicable U.S. federal income tax law,

     in either case to the effect that, and based thereon this opinion of
     counsel shall confirm that, the Holders shall not recognize income, gain or
     loss for U.S. federal income tax purposes as a result of the Legal
     Defeasance and shall be subject to U.S. federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such Legal Defeasance had not occurred,

          (3) in the case of Covenant Defeasance, Section 9.03, the Issuer shall
     have delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable



                                      -89-

     to the Trustee confirming that the Holders shall not recognize income, gain
     or loss for U.S. federal income tax purposes as a result of such Covenant
     Defeasance and shall be subject to U.S. federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if the Covenant Defeasance had not occurred,

          (4) no Default shall have occurred and be continuing on the date of
     such deposit (other than a Default resulting from the borrowing of funds to
     be applied to such deposit and the grant of any Lien securing such
     borrowing) or, in so far as Section 6.01(7) or Section 6.01(8) hereof is
     concerned, at any time in the period ending on the 91st day after the date
     of such deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period),

          (5) the Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under this Indenture or any
     other material agreement or instrument to which the Issuer or any of its
     Subsidiaries is a party or by which the Issuer or any of its Subsidiaries
     is bound,

          (6) the Issuer shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by it with the intent of
     preferring the Holders over any other of its creditors or with the intent
     of defeating, hindering, delaying or defrauding any other of its creditors
     or others, and

          (7) the Issuer shall have delivered to the Trustee an Officers'
     Certificate and an opinion of counsel, each stating that the conditions
     provided for in, in the case of the Officers' Certificate, clauses (1)
     through (6) and, in the case of the opinion of counsel, clauses (1) (with
     respect to the validity and perfection of the security interest), (2)
     and/or (3) and (5) of this paragraph have been complied with.

     SECTION 9.05 Deposited Money and U.S. Government Obligations To Be Held in
                  Trust; Other Miscellaneous Provisions.

          All money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

          The Issuer and any Guarantors shall (on a joint and several basis) pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.04 or the principal, premium, if any, and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.



                                      -90-

          Anything in this Article Nine to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

     SECTION 9.06 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article Nine by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's and each Guarantor's obligations under this Indenture,
the Notes and the Note Guarantees, as the case may be, shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Nine until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance this Article Nine; provided that if
the Issuer or any Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Issuer or such Guarantor, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations, as the case may be, held by the
Trustee or Paying Agent.

     SECTION 9.07 Moneys Held by Paying Agent.

          In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon written demand of the Issuer, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the
Issuer upon a Company Request (or, if such moneys had been deposited by any
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

     SECTION 9.08 Moneys Held by Trustee.

          Any moneys deposited with the Trustee or any Paying Agent or then held
by the Issuer or any Guarantor in trust for the payment of the principal of, or
premium, if any, or interest on any Note that are not applied but remain
unclaimed by the Holder of such Note for two years after the date upon which the
principal of, or premium, if any, or interest on such Note shall have
respectively become due and payable, shall be repaid to the Issuer (or, if
appropriate, any Guarantor) upon a Company Request, or if such moneys are then
held by the Issuer or any Guarantor in trust, such moneys shall be released from
such trust; and the Holder of such Note entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Issuer and any
Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the



                                      -91-

expense of the Issuer and any Guarantors, either mail to each Holder affected,
at the address shown in the register of the Notes maintained by the Registrar
pursuant to Section 2.04 hereof, or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining
shall be repaid to the Issuer. After payment to the Issuer or any Guarantor or
the release of any money held in trust by the Issuer or any Guarantor, as the
case may be, Holders entitled to the money must look only to the Issuer and any
Guarantors for payment as general creditors unless applicable abandoned property
law designates another Person.

                                   ARTICLE TEN

                               GUARANTEE OF NOTES

     SECTION 10.01 Note Guarantee.

          Subject to the provisions of this Article Ten each Guarantor hereby
jointly and severally unconditionally guarantees, on a senior unsecured basis,
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors, irrespective of (i) the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuer or any other
Guarantors to the Holders or the Trustee hereunder or thereunder or (ii) the
absence of any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or default of a Guarantor,
that: (a) the principal of, premium, if any, interest and Additional Interest,
if any, on and any Additional Amounts, if any, with respect to the Notes shall
be duly and punctually paid in full when due, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest or Additional Interest, if any, on or
Additional Amounts, if any, with respect to the Notes and all other obligations
of the Issuer or any Guarantor to the Holders or the Trustee hereunder or
thereunder (including amounts due the Trustee under Section 7.07) and all other
obligations under this Indenture or the Notes shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other obligation of the Issuer to
the Holders, for whatever reason, each Guarantor shall be obligated to pay, or
to perform or cause the performance of, the same immediately. An Event of
Default under this Indenture or the Notes shall constitute an event of default
under this Note Guarantee, and shall entitle the Holders of Notes or the Trustee
to accelerate the obligations of the Guarantors hereunder in the same manner and
to the same extent as the obligations of the Issuer.



                                      -92-

          Each Guarantor, by execution of the Note Guarantee, agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of this Indenture or the Notes, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any provisions hereof or thereof, any release of any other Guarantor, the
recovery of any judgment against the Issuer, any action to enforce the same,
whether or not a Note Guarantee is affixed to any particular Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor, by execution of the Note Guarantee,
waives the benefit of diligence, presentment, demand for payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever and covenant that such Note Guarantee shall not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and such Note Guarantee. The Note Guarantee is a guarantee of payment
and not of collection. If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Issuer
or such Guarantor, any amount paid by the Issuer or such Guarantor to the
Trustee or such Holder, the Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, (a) subject to this Article Ten, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six hereof for the
purposes of the Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of such Note Guarantee.

          The Note Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Issuer for
liquidation or reorganization, should the Issuer become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference," "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

          No shareholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under this Note Guarantee by reason of his, her or its status as such
shareholder, officer, director, employee or incorporator.



                                      -93-

     SECTION 10.02 Execution and Delivery of Note Guarantee.

          To further evidence the Note Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Note Guarantee,
substantially in the form included in Exhibit F hereto, shall be endorsed on
each Note authenticated and delivered by the Trustee after this Article Ten with
respect to such Guarantor becomes effective in accordance with Section 10.04 and
such Note Guarantee shall be executed by either manual or facsimile signature of
an Officer of each Guarantor. The validity and enforceability of any Note
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

          Each of the Guarantors hereby agrees that its Note Guarantee set forth
in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

          If an Officer of a Guarantor whose signature is on this Indenture or a
Note Guarantee no longer holds that office at the time the Trustee authenticate
the Note on which such Note Guarantee is endorsed or at any time thereafter,
such Guarantor's Note Guarantee of such Note shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Note Guarantee set forth
in this Indenture on behalf of the Guarantor.

     SECTION 10.03 Limitation of Note Guarantee.

          The obligations of each Guarantor are limited to the maximum amount as
shall, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to its contribution obligations
under this Indenture, result in the obligations of such Guarantor under the Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Each Guarantor that makes a payment or distribution under
a Note Guarantee shall be entitled to a contribution from each other Guarantor
in a pro rata amount based on the net assets of each Guarantor, determined in
accordance with GAAP.

     SECTION 10.04 Additional Guarantors.

          If, after the Issue Date, any Restricted Subsidiary shall become a
guarantor or a borrower under the Credit Agreement, the Issuer shall cause such
Restricted Subsidiary to:

          (1) execute and deliver to the Trustee (a) a supplemental indenture in
     form and substance satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall unconditionally guarantee all of the Issuer's
     obligations under the Notes and this Indenture and (b) a notation of
     guarantee in respect of its Note Guarantee; and



                                      -94-

          (2) deliver to the Trustee one or more opinions of counsel that such
     supplemental indenture (a) has been duly authorized, executed and delivered
     by such Restricted Subsidiary and (b) constitutes a valid and legally
     binding obligation of such Restricted Subsidiary in accordance with its
     terms.

     SECTION 10.05 Release of Guarantor.

          A Guarantor shall be released from all of its obligations under its
Note Guarantee if:

          (i) the Guarantor has sold all of its assets or the Issuer and its
     Restricted Subsidiaries have sold all of the Equity Interests of the
     Guarantor owned by them, in each case in a transaction in compliance with
     the terms of this Indenture (including Sections 4.10 and 5.01);

          (ii) the Guarantor merges with or into or consolidates with, or
     transfers all or substantially all of its assets to, the Issuer or another
     Guarantor in a transaction in compliance with Section 5.01; or

          (iii) the Guarantor is designated an Unrestricted Subsidiary in
     compliance with the terms of this Indenture;

and in each such case, the Guarantor has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

          If all of the conditions to release contained in this Section 10.05
have been satisfied, the Trustee shall execute any documents reasonably
requested by the Issuer or any Guarantor in order to evidence the release of
such Guarantor from its obligations under its Note Guarantee endorsed on the
Notes and under this Article Ten.

     SECTION 10.06 Waiver of Subrogation.

          Each Guarantor, by execution of its Note Guarantee, waives to the
extent permitted by law any claim or other rights which it may now or hereafter
acquire against the Issuer that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under such Note Guarantee and
this Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Issuer, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Issuer,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment on account of such claim or other rights. If any amount shall be
paid to any Guarantor in violation of the preceding sentence and the Notes shall
not have been



                                      -95-

paid in full, such amount shall have been deemed to have been paid to such
Guarantor for the benefit of, and held in trust for the benefit of, the Holders
of the Notes, and shall forthwith be paid to the Trustee for the benefit of such
Holders to be credited and applied upon the Notes, whether matured or unmatured,
in accordance with the terms of this Indenture. Each Guarantor, by execution of
its Note Guarantee, shall acknowledge that it shall receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.06 is knowingly made in contemplation of
such benefits.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

     SECTION 11.02 Notices.

          Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

          If to the Issuer or any Guarantor:

               IPSCO INC.
               650 Warrenville Road
               Suite 500
               Lisle, Illinois 60532

               Attention: Chief Financial Officer

               Fax Number: (630) 810-4602

with, in the case of any notice furnished pursuant to Article Six hereof, a copy
to:

               MacPherson Leslie & Tyerman LLP
               1500, 1874 Scarth Street
               Regina, Saskatchewan
               S4P 4E9

               Attention: Aaron D. Runge



                                      -96-

               Fax Number: (306) 352-5250

                         and

               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, Illinois 60601

               Attention: Carter Emerson

               Fax Number: (312) 861-2200

          If to the Trustee:

               WELLS FARGO BANK MINNESOTA, N.A.
               MAC N9303-110
               6th & Marquette Avenue
               Minneapolis, Minnesota 55479

               Attention: Wells Fargo Corporate Trust Services
                          Michael G. Slade, Corporate Trust Officer

               Fax Number: (612) 667-2160

          Such notices or communications shall be effective when received and
shall be sufficiently given if so given within the time prescribed in this
Indenture.

          The Issuer, any Guarantor or the Trustee by written notice to the
others may designate additional or different addresses for subsequent notices or
communications.

          Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail, postage prepaid, at his address shown on the register kept
by the Registrar.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication to a Holder is mailed in the manner provided above, it shall be
deemed duly given, whether or not the addressee receives it.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.



                                      -97-

     SECTION 11.03 Communications by Holders with Other Holders.

          Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Issuer, the
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA (S) 312(c).

     SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer or any Guarantor to the
Trustee to take any action under this Indenture, the Issuer or such Guarantor
shall furnish to the Trustee:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of the signers, all
     conditions precedent, if any, provided for in this Indenture relating to
     the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of such counsel, all
     such conditions precedent have been complied with.

     SECTION 11.05 Statements Required in Certificate and Opinion.

          Each certificate and opinion with respect to compliance by or on
behalf of the Issuer or any Guarantor with a condition or covenant provided for
in this Indenture shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of such Person, it or he has made
     such examination or investigation as is necessary to enable it or him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4) a statement as to whether or not, in the opinion of such Person,
     such covenant or condition has been complied with.

     SECTION 11.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or meetings of
Holders. The Registrar and Paying Agent may make reasonable rules for their
functions.



                                      -98-

     SECTION 11.07 [Reserved].

     SECTION 11.08 Governing Law.

          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     SECTION 11.09 Agent for Service; Submission to Jurisdiction; Waiver of
                   Immunities.

          By the execution and delivery of this Indenture, each of the Issuer
and each Guarantor (i) acknowledges that it has, by separate written instrument,
designated and appointed CT Corporation System as its authorized agent upon
which process may be served in any suit, action or proceeding arising out of or
relating to the Notes or this Indenture that may be instituted in any Federal or
State court in the State of New York, Borough of Manhattan, or brought under
Federal or State securities laws or brought by the Trustee (whether in its
individual capacity or in its capacity as Trustee hereunder), and acknowledges
that CT Corporation System has accepted such designation, (ii) submits to the
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
agrees that service of process upon CT Corporation System and written notice of
said service to it (mailed or delivered to its Executive Director at its
principal office as specified in Section 11.02 hereof), shall be deemed in every
respect effective service of process upon it in any such suit or proceeding. The
Issuer and each Guarantor further agree to take any and all action, including
the execution and filing of any and all such documents and instruments as may be
necessary to continue such designation and appointment of CT Corporation System,
in full force and effect so long as this Indenture shall be in full force and
effect; provided that the Issuer may and shall (to the extent CT Corporation
System ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or alternative agent
for service of process under this Section 11.09 that (i) maintains an office
located in the Borough of Manhattan, The City of New York in the State of New
York, (ii) is either (x) counsel for the Issuer or (y) a corporate service
company which acts as agent for service of process for other Persons in the
ordinary course of its business and (iii) agrees to act as agent for service of
process in accordance with this Section 11.09. Such notice shall identify the
name of such agent for process and the address of such agent for process in the
Borough of Manhattan, The City of New York, State of New York. Upon the request
of any Holder, the Trustee shall deliver such information to such Holder.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Issuer and any Guarantors, if any, appointed and
acting in accordance with this Section 11.09.



                                      -99-

          To the extent that the Issuer or any Guarantor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Issuer and such Guarantor hereby irrevocably waives such immunity
in respect of its obligations under this Indenture and the Securities, to the
extent permitted by law.

     SECTION 11.10 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Issuer or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

     SECTION 11.11 No Recourse Against Others.

          No recourse for the payment of the principal of or premium, if any, or
interest, including Additional Interest, on any of the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Issuer or any Guarantor in this
Indenture or in any supplemental indenture, or in any of the Notes, or because
of the creation of any Indebtedness represented thereby, shall be had against
any stockholder, officer, director or employee, as such, past, present or
future, of the Issuer or any Guarantor or of any successor corporation or
against the property or assets of any such stockholder, officer, employee or
director, either directly or through the Issuer or any Guarantor, or any
successor corporation thereof, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the Notes are solely
obligations of the Issuer and the Guarantors, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any
shareholder, officer, employee or director of the Issuer or any Guarantor, or
any successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Notes or implied therefrom, and
that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee and director, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of the Notes. It is understood that this
limitation on recourse is made expressly for the benefit of any such
shareholder, employee, officer or director and may be enforced by any of them.

     SECTION 11.12 Successors.

          All agreements of the Issuer and any Guarantors in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee,
any additional trustee and any Paying Agents in this Indenture shall bind its
successor.



                                      -100-

     SECTION 11.13 Multiple Counterparts.

          The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

     SECTION 11.14 Table of Contents, Headings, Etc.

          The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

     SECTION 11.15 Separability.

          Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     SECTION 11.16 Judgment Currency.

          The Issuer and each of the Guarantors, jointly and severally, each
agree to indemnify each Holder against any loss incurred by such party as a
result of any judgment or order being given or made for any amount due under
this Indenture and such judgment or order being expressed and paid in a currency
(the "Judgment Currency") other than United States dollars and as a result of
any variation as between (i) the rate of exchange at which the United States
dollar amount is converted into the Judgment Currency for the purpose of such
judgment or order and (ii) the spot rate of exchange in The City of New York at
which such party on the date of payment of such judgment or order is able to
purchase United States dollars with the amount of the Judgment Currency actually
received by such party. The foregoing indemnity shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term "spot
rate of exchange" shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, United States dollars.

                  [Remainder of page intentionally left blank]



                                      S-1

          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed all as of the date and year first written above.

                                  The Issuer:

                                  IPSCO INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President and Chief Financial
                                             Officer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President, General Counsel and
                                             Corporate Secretary


                                  The Guarantors:

                                  IPSCO STEEL (ALABAMA) INC.
                                  IPSCO MINNESOTA INC.
                                  IPSCO TUBULARS INC.
                                  IPSCO TEXAS INC.
                                  IPSCO STEEL INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO INVESTMENTS INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President



                                      S-2

                                  IPSCO ENTERPRISES INC.


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO ONTARIO INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President and Treasurer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO RECYCLING INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Chairman, President and Chief
                                             Executive Officer


                                  By: /s/ George Valentine
                                      ------------------------------------------
                                      Name:  George Valentine
                                      Title: Vice President


                                  IPSCO SASKATCHEWAN INC.


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Vice President



                                      S-3


                                  By: /s/ John Comrie
                                      ------------------------------------------
                                      Name:  John Comrie
                                      Title: Secretary


                                  IPSCO ALABAMA LTD.

                                  By: IPSCO STEEL (ALABAMA) INC.,
                                      its general partner


                                  By: /s/ Robert Ratliff
                                      ------------------------------------------
                                      Name:  Robert Ratliff
                                      Title: Treasurer



                                  WELLS FARG0 BANK MINNESOTA, N.A.,
                                  as Trustee


                                  By: /s/ Michael G. Slade
                                      ------------------------------------------
                                      Name:  Michael G. Slade
                                      Title: Corporate Trust Officer

                                   Indenture

EX-5.1

Exhibit 5.1

[Letterhead of Kirkland & Ellis LLP]

September 15, 2003

IPSCO Inc.

and each of the Guarantors

of the Exchange Notes

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Re:                    REGISTRATION STATEMENT ON FORM F-4

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to IPSCO Inc., a Canadian corporation (the “Issuer”), and each of the guarantors listed on Schedule A hereto (such guarantors are hereinafter referred to as the “Guarantors” and the Guarantors, together with the Issuer, are hereinafter referred to as the “Registrants”), in connection with the proposed registration by the Issuer of $200,000,000 in aggregate principal amount of the Issuer’s 8 ³/4% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Form F-4 originally filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2003, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantees”). The Exchange Notes and the Guarantees are to be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of June 18, 2003, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 8 ³/4% Senior Notes due 2013 (the “Old Notes”), of which $200,000,000 in aggregate principal amount is outstanding.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Articles of Incorporation and By-Laws of the Registrants, (ii) minutes and records of the corporate proceedings of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

IPSCO Inc.

and each of the Guarantors

September 15, 2003

Page 2

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

Based upon and subject to these assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders thereof in exchange for the Old Notes, the Exchange Notes and the Guarantees will be validly issued and binding obligations of the Issuer and Guarantors, respectively.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Delaware case law decided thereunder, or the federal law of the United States of America. We note that the Issuer and certain of the Guarantors are organized in jurisdictions other than the State of Delaware, including Canada and the State of Alabama. We are not licensed to practice law in these other jurisdictions and consequently, in giving this opinion, we are relying on the opinions of (i) George H. Valentine with respect to the authorization, execution and delivery of the Indenture and the Guarantees and the authorization of the Exchange Notes by, as applicable, the Issuer and each of the Guarantors listed on Schedule A hereto that are organized under the laws of Canada, and (ii) Burr & Forman LLP with respect to the authorization, execution and delivery of the Indenture and the authorization of the Exchange Notes and the Guarantees by each of the Guarantors listed on Schedule A hereto that are organized under the laws of the State of Alabama.

IPSCO Inc.

and each of the Guarantors

September 15, 2003

Page 3

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or Delaware or the federal law of the United States of America be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

/S/    KIRKLAND & ELLIS LLP        

KIRKLAND & ELLIS LLP

SCHEDULE A
Name of Guarantor	Jurisdiction of Organization
IPSCO Steel (Alabama) Inc.	Alabama
IPSCO Alabama Ltd.	Alabama
IPSCO Minnesota Inc.	Delaware
IPSCO Tubulars Inc.	Delaware
IPSCO Texas Inc.	Delaware
IPSCO Ontario Inc.	Canada
IPSCO Recycling Inc.	Canada
IPSCO Investments Inc.	Delaware
IPSCO Saskatchewan Inc.	Canada
IPSCO Steel Inc.	Delaware
IPSCO Enterprises Inc.	Delaware

EX-5.2

Exhibit 5.2

[Letterhead of IPSCO Inc.]

September 15, 2003

IPSCO Inc.

and each of the Guarantors

of the Exchange Notes

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Re:                    REGISTRATION STATEMENT ON FORM F-4

Ladies and Gentlemen:

I am issuing this opinion letter in my capacity as General Counsel for IPSCO Inc., a Canadian corporation (the “Issuer”), and each of the guarantors listed on Schedule A hereto (such guarantors are hereinafter referred to as the “Guarantors” and the Guarantors, together with the Issuer, are hereinafter referred to as the “Registrants”), in connection with the proposed registration by the Issuer of $200,000,000 in aggregate principal amount of the Issuer’s 8 ³/4% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Form F-4 originally filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2003, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantees”). The Exchange Notes and the Guarantees are to be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of June 18, 2003, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 8 ³/4% Senior Notes due 2013 (the “Old Notes”), of which $200,000,000 in aggregate principal amount is outstanding.

In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion, including (i) the Articles of Incorporation and By-Laws of the Registrants, (ii) minutes and records of the corporate proceedings of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

IPSCO Inc.

and each of the Guarantors

September 15, 2003

Page 2

For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants. In preparing this letter, I have relied without independent verification upon legal analysis provided to me by Ms. Michele Klebuc-Simes, who is licensed to practice law in the province of Saskatchewan, and other attorneys, including Canadian attorneys, under my supervision.

My opinion expressed below is subject to the qualifications that I express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

Based upon and subject to these assumptions, qualifications and limitations and the further limitations set forth below, I am of the opinion that (i) the Issuer and each of the Guarantors listed on Schedule A hereto that are organized under the laws of Canada (collectively, the “Canadian Guarantors,” and together with the Issuer, the “Foreign Entities”) have duly authorized, executed and delivered the Indenture, (ii) the Canadian Guarantors have duly authorized, executed and delivered the Guarantees, and (iii) the Foreign Entities have duly authorized the Exchange Notes.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. I also consent to the reference to me under the heading “Legal Matters” in the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

I am a member of the Bars of the State of Illinois and Pennsylvania and express no opinion as to the law of any jurisdiction other than the internal law of the province of Saskatchewan and the laws of Canada applicable therein. Accordingly, my opinion herein is rendered only with respect to the application of such laws. My opinion as to the law of the province of Saskatchewan and the laws of Canada applicable therein is based solely on the advice provided to me by attorneys operating under my supervision, including Ms. Michele Klebuc-Simes, who is licensed to practice law in the province of Saskatchewan.

IPSCO Inc.

and each of the Guarantors

September 15, 2003

Page 3

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. I assume no obligation to revise or supplement this opinion should the present law of the province of Saskatchewan or the laws of Canada be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

/S/    GEORGE H. VALENTINE

George H. Valentine

SCHEDULE A
Name of Guarantor	Jurisdiction of Organization
IPSCO Steel (Alabama) Inc.	Alabama
IPSCO Alabama Ltd.	Alabama
IPSCO Minnesota Inc.	Delaware
IPSCO Tubulars Inc.	Delaware
IPSCO Texas Inc.	Delaware
IPSCO Ontario Inc.	Canada
IPSCO Recycling Inc.	Canada
IPSCO Investments Inc.	Delaware
IPSCO Saskatchewan Inc.	Canada
IPSCO Steel Inc.	Delaware
IPSCO Enterprises Inc.	Delaware

EX-5.3

Exhibit 5.3

[Letterhead of Burr & Forman LLP]

September 15, 2003

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

            Re: REGISTRATION STATEMENT ON FORM F-4

Ladies and Gentlemen:

        We are issuing this opinion letter in our capacity as special legal counsel to IPSCO Steel (Alabama) Inc., an Alabama corporation, and IPSCO Alabama Ltd., a limited partnership constituted in accordance with laws of the State of Alabama (collectively, the “Alabama Guarantors”), in connection with the proposed registration by IPSCO Inc. (the “Issuer”) of $200,000,000 in aggregate principal amount of the Issuer’s 8¾% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Form F-4 originally filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2003, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the guarantors listed on Schedule A hereto (such guarantors are hereinafter referred to as the “Guarantors” and the Guarantors, together with the Issuer, are hereinafter referred to as the “Registrants”) (the “Guarantees”). The Exchange Notes and the Guarantees are to be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of June 18, 2003, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 8¾% Senior Notes due 2013 (the “Old Notes”), of which $200,000,000 in aggregate principal amount is outstanding.

        In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Articles of Incorporation, By-Laws, Certificate of Limited Partnership, and Limited Partnership Agreement of the Alabama Guarantors, as the case may be, (ii) minutes and records of the corporate and partnership proceedings of the Alabama Guarantors, as the case may be, with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

IPSCO Inc.

September 15, 2003

Page 2

        For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Alabama Guarantors and the due authorization, execution and delivery of all documents by the parties thereto other than the Alabama Guarantors. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

        Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

        Based upon and subject to these assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that (i) the Alabama Guarantors have duly authorized, executed and delivered the Indenture, and (ii) the Alabama Guarantors have duly authorized the Exchange Notes and the Guarantees.

        We hereby consent to the filing of this opinion with the Commission as Exhibit 5.3 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

        The opinions expressed above are limited to the laws of the State of Alabama and applicable federal laws of the of the United States of America.

        This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

/S/    BURR & FORMAN LLP

BURR & FORMAN LLP

SCHEDULE A

Name of Guarantor	Jurisdiction of Organization
IPSCO Steel (Alabama) Inc.	Alabama
IPSCO Alabama Ltd.	Alabama
IPSCO Minnesota Inc.	Delaware
IPSCO Tubulars Inc.	Delaware
IPSCO Texas Inc.	Delaware
IPSCO Ontario Inc.	Canada
IPSCO Recycling Inc.	Canada
IPSCO Investments Inc.	Delware
IPSCO Saskatchewan Inc.	Canada
IPSCO Steel Inc.	Delaware
IPSCO Enterprises Inc.	Delaware

EX-12.1

Exhibit 12.1

IPSCO Inc.

Computation of Ratio of Earnings to Fixed Charges

(thousands of United States dollars except ratio information)

	Fiscal year ended December 31,															Six Months Ended June 30,
	1998			1999			2000			2001			2002			2002			2003
Canadian GAAP
Earnings
Pretax income from continuing operations	$	97,295		$	97,565		$	80,798		$	60,733		$	31,693		$	5,543		$	3,129
Amortization of capitalized interest		1,259			1,889			1,777			1,355			2,065			787			964
Interest capitalized		(4,841	)		(2,654	)		(17,055	)		(20,523	)		—			—			—
Preference security dividend requirements of consolidated subsidiaries		(986	)		(7,942	)		(15,514	)		(17,394	)		(17,263	)		(8,622	)		(8,989	)
Subtotal		92,727			88,858			50,006			24,171			16,495			(2,292	)		(4,896	)
Fixed Charges
Interest expensed and capitalized		20,881			22,529			28,055			27,790			24,814			12,826			12,172
Interest within rental expense		276			387			3,509			11,436			12,407			6,362			5,794
Preference security dividend requirements of consolidated subsidiaries
Subordinated notes		—			196			7,202			8,500			8,500			4,250			4,250
Preferred shares		986			7,746			8,312			8,894			8,763			4,372			4,739
Total fixed charges		22,143			30,858			47,078			56,620			54,484			27,810			26,955
Earnings, as adjusted	$	114,870		$	119,716		$	97,084		$	80,791		$	70,979		$	25,518		$	22,059
Ratio of earnings to fixed charges		5.19			3.88			2.06			1.43			1.30			(1)			(1)
U.S. GAAP
Earnings
Pretax income from continuing operations	$	83,238		$	89,233		$	32,556		$	(6,416	)	$	19,179		$	(154	)	$	377
Amortization of capitalized interest		1,331			1,959			1,788			799			1,509			648			825
Interest capitalized		305			(2,607	)		(14,663	)		(5,358	)		—			—			—
Preference security dividend requirements of consolidated subsidiaries		(986	)		(7,746	)		(8,312	)		(8,894	)		(8,763	)		(4,372	)		(4,739	)
Subtotal		83,888			80,839			11,369			(19,869	)		11,925			(3,878	)		(3,537	)
Fixed Charges
Interest expensed and capitalized		20,881			22,725			38,107			45,807			43,597			22,211			21,214
Interest within rental expense		276			387			659			1,919			2,124			1,227			1,002
Preference security dividend requirements of consolidated subsidiaries
Preferred shares		986			7,746			8,312			8,894			8,763			4,372			4,739
Total fixed charges		22,143			30,858			47,078			56,620			54,484			27,810			26,955
Earnings, as adjusted	$	106,031		$	111,697		$	58,447		$	36,751		$	66,409		$	23,932		$	23,418
Ratio of earnings to fixed charges		4.79			3.62			1.24			(2)			1.22			(2)			(2)

(1) Under Canadian GAAP, earnings were insufficient to cover fixed charges by $2.3 million and $4.9 million for the six months ended June 30, 2002 and June 30, 2003, respectively.

(2) Under U.S. GAAP, earnings were insufficient to cover fixed charges by $19.9 million, $3.9 million and $3.5 million for the year ended December 31, 2001 and for the six months ended June 30, 2002 and June 30, 2003, respectively.

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form F-4) and related Prospectus of IPSCO Inc. for the registration of $200 million of Exchange Notes due 2013 and to the incorporation by reference therein of our report dated January 28, 2003, except with respect to Note 23 as to which the date is June 18, 2003, with respect to the consolidated financial statements of IPSCO Inc. included in its Annual Report (Form 40-F/A) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

We also consent to the use of our report dated January 28, 2003 with respect to the financial statement schedule of IPSCO Inc. for the years ended December 31, 2002, 2001, and 2000 included in the Registration Statement (Form F-4) and related Prospectus of IPSCO Inc. for the registration of $200 million of Exchange Notes due 2013.

/s/    Ernst & Young LLP

Chicago, Illinois

September 15, 2003

EX-25.1

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A U.S. National Banking Association	41-1592157
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
Sixth Street and Marquette Avenue	55479
Minneapolis, Minnesota (Address of principal executive offices)	(Zip code)

Stanley S. Stroup, General Counsel

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479

(612) 667-1234

(Agent for Service)

IPSCO Inc.

(Exact name of obligor as specified in its charter)

Canada	98-0077354
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
P.O. Box 1670, Regina, Saskatchewan, Canada	S4P 3C7
(Address of principal executive offices)	(Zip code)

8 3/4% Senior Notes due 2013

(Title of the indenture securities)

Item 1.    General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

The Board of Governors of the Federal Reserve System

Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate

trust powers.

Item 2.    Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.

Not applicable.

Item 16.    List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.

Exhibit 1.	a.	A copy of the Articles of Association of the trustee now in effect.***
Exhibit 2.	a.	A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.*
	b.	A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.*
	c.	A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.*
	d.	A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name

2

		change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.*
	e.	A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”*
	f.	A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”****
Exhibit 3.		A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.*
Exhibit 4.		Copy of By-laws of the trustee as now in effect.***
Exhibit 5.		Not applicable.
Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.		Consolidated Report of Condition attached.
Exhibit 8.		Not  applicable.
Exhibit 9.		Not  applicable.

*         Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872.

***    Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.

**** Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 8th day of September 2003.

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:	/S/    MICHAEL G. SLADE
	Name: Michael G. Slade Assistant Vice President

4

EXHIBIT 6

September 8, 2003

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:	/S/    MICHAEL G. SLADE
	Name: Michael G. Slade Assistant Vice President

5

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank Minnesota, National Association

of Sixth Street and Marquette Avenue, Minneapolis, MN 55479

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2003, filed in accordance with

12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	1,820
Interest-bearing balances			63
Securities:
Held-to-maturity securities			0
Available-for-sale securities			1,865
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			10,646
Securities purchased under agreements to resell			117
Loans and lease financing receivables:
Loans and leases held for sale			20,213
Loans and leases, net of unearned income	18,159
LESS: Allowance for loan and lease losses	283
Loans and leases, net of unearned income and allowance			17,876
Trading Assets			440
Premises and fixed assets (including capitalized leases)			148
Other real estate owned			6
Investments in unconsolidated subsidiaries and associated companies			0
Customers’ liability to this bank on acceptances outstanding			17
Intangible assets
Goodwill			291
Other intangible assets			11
Other assets			1,380
Total assets		$	54,893
LIABILITIES
Deposits:
In domestic offices		$	36,876
Noninterest-bearing	24,165
Interest-bearing	12,711
In foreign offices, Edge and Agreement subsidiaries, and IBFs			4,858
Noninterest-bearing	1
Interest-bearing	4,857
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			1,391
Securities sold under agreements to repurchase			286

6

	Dollar Amounts In Millions
Trading liabilities		50
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		6,718
Bank’s liability on acceptances executed and outstanding		18
Subordinated notes and debentures		0
Other liabilities		1,192
Total liabilities	$	51,389
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		100
Surplus (exclude all surplus related to preferred stock)		2,134
Retained earnings		1,208
Accumulated other comprehensive income		62
Other equity capital components		0
Total equity capital		3,504
Total liabilities, minority interest, and equity capital	$	54,893

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

/S/    KAREN B. MARTIN        

Karen B. Martin

Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

/S/    JON R. CAMPBELL         Jon R. Campbell	) ) ) ) ) ) ) ) ) ) ) ) ) ) )	Directors
/S/    MARILYN A. DAHL         Marilyn A. Dahl
/S/    GERALD B. STENSON         Gerald B. Stenson

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EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

To Tender for Exchange

8 ³/4% Senior Notes due 2013

of

IPSCO INC.

Pursuant to the Prospectus Dated             , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON             , 2003 UNLESS EXTENDED (THE “EXPIRATION DATE”).

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to the Exchange Agent:

Wells Fargo Bank Minnesota, N.A.

(the “Exchange Agent”)

By Registered/Certified Mail:	MAC #N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517
By Standard Mail or Overnight Courier:	MAC #N9303-121 Corporate Trust Operations 6th & Marquette Avenue Minneapolis, MN 55479
In Person by Hand Only:	608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402
Facsimile Transmission:	(612) 667-2160
To Confirm Receipt of Facsimileby Telephone:	(612) 667-0266

Delivery of this Letter of Transmittal to an address or facsimile number other than as set forth above will not constitute a valid delivery.

For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (612) 667-0266 or by facsimile at (612) 667-2160.

The undersigned hereby acknowledges receipt of the Prospectus dated                , 2003 (the “Prospectus”) of IPSCO Inc., a Canadian corporation (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 8 ³/4% Senior Notes due 2013 (“New Securities”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for each $1,000 in principal amount of its outstanding 8 ³/4% Senior Notes due 2013 (“Outstanding Securities”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

The undersigned hereby tenders the Outstanding Securities described in Box 1 below (the “Tendered Securities”) pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Securities and the undersigned represents that it has received from each beneficial owner of the Tendered Securities (“Beneficial Owners”) a duly completed and executed form of “Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

Subject to, and effective upon, the acceptance for exchange of the Tendered Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title, and interest in, to and under the Tendered Securities.

Please issue the New Securities exchanged for Tendered Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions” below (Box 3), please send or cause to be sent the certificates for the New Securities (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Securities, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Securities to the Issuer or cause ownership of the Tendered Securities to be transferred to, or upon the order of, the Issuer, on the books of the registrar for the Outstanding Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Securities to which the undersigned is entitled upon acceptance by the Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Securities, all in accordance with the terms of the Exchange Offer.

The undersigned understands that tenders of Outstanding Securities pursuant to the procedures described under the caption “The Exchange Offer” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.” All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Securities and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Securities are acquired by the Issuer as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Issuer or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct.

By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the ordinary course of business of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (iii) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (iv) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (v) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply

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with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer—Resale of the Exchange Notes.”

In addition, by accepting the Exchange Offer, the undersigned hereby (i) represents and warrants that, if the undersigned or any Beneficial Owner of the Outstanding Securities is a broker–dealer, such broker-dealer acquired the Outstanding Securities for its own account as a result of market-making activities or other trading activities and has not entered into any arrangement or understanding with the Issuer or any “affiliate” of the Issuer (within the meaning of Rule 405 under the Securities Act) to distribute the New Securities to be received in the Exchange Offer, and (ii) acknowledges that, by receiving New Securities for its own account in exchange for Outstanding Securities, where such Outstanding Securities were acquired as a result of market-making activities or other trading activities, such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Issuer has agreed that for a period of 180 days after the date on which the Exchange Offer Registration Statement is declared effective, or such longer period if extended pursuant to the Registration Rights Agreement, it will make the Prospectus available to any participating broker-dealer for use in connection with any such resale.

¨ CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

¨ CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE “Use of Guaranteed Delivery” BELOW (Box 4).

¨ CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE “Use of Book-Entry Transfer” BELOW (Box 5).

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1 DESCRIPTION OF OUTSTANDING SECURITIES TENDERED (Attach additional signed pages, if necessary)
Name(s) and Address(es) of Registered Outstanding Security Holder(s), exactly as name(s) appear(s) on Outstanding Security Certificate(s) (Please fill in, if blank)	Certificate Number(s) of Outstanding Securities*	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered**
	Total
*  Need not be completed by persons tendering by book-entry transfer. **  The minimum permitted tender is $1,000 in principal amount of any series of Outstanding Securities. All other tenders must be in integral multiples of $1,000 of principal amount of any series of Outstanding Securities. Unless otherwise indicated in this column, the principal amount of all Outstanding Security Certificates identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered.   See Instruction 4.

BOX 2 BENEFICIAL OWNER(S)
State of Principal Residence of Each Beneficial Owner of Tendered Securities	Principal Amount of Tendered Securities Held for Account of Beneficial Owner

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BOX 3

SPECIAL DELIVERY INSTUCTIONS

(See Instructions 5, 6 and 7)

TO BE COMPLETED ONLY IF NEW SECURITIES EXCHANGED FOR OUTSTANDING SECURITIES AND UNTENDERED OUTSTANDING SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

Mail New Securities and any untendered Outstanding Securities to:

Name(s):

(please print)

Address:

(include Zip Code)

Tax Identification or Social Security No.:                                                                                                                                

BOX 4

USE OF GUARANTEED DELIVERY

(See Instruction 2)

TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:                                                                                                             

Name of Institution which Guaranteed Delivery:                                                                                                                    

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BOX 5

USE OF BOOK-ENTRY TRANSFER

(See Instruction 1)

TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-ENTRY TRANSFER.

Name of Tendering Institution:                                                                                                                                               

Account Number:                                                                                                                                                                  

Transaction Code Number:                                                                                                                                                    

BOX 6

TENDERING HOLDER SIGNATURE

(See Instructions 1 and 5)

In Addition, Complete Substitute Form W-9

X                                                                                         

X                                                                                         

(Signature of Registered Holder(s) or

Authorized Signatory)

Note:    The above lines must be signed by the registered holder(s) of Outstanding Securities as their name(s) appear(s) on the Outstanding Securities or by persons(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5.

Name(s):                                                                         

Capacity:                                                                         

Street Address:                                                             

(include Zip Code)

Telephone Number:                                                   

Tax Identification or Social Security Number:

Signature Guarantee

(If required by Instruction 5)

Authorized Signature

X                                                                                         

Name:                                                                               

(please print)

Title:                                                                                  

Name of Firm:                                                              

(Must be an Eligible Institution

as defined in Instruction 2)

Address:                                                                           

(include Zip Code)

Telephone Number:                                                   

Dated:                                                                             

6

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BOX 7

BROKER-DEALER STATUS

¨ CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH SECURITIES.

Name:                                                                                                                                                                                                                

Address:                                                                                                                                                                                                            

Area Code and Telephone Number:                                                         Contact Person:                                                       

PAYOR’S NAMES:    IPSCO INC.
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part I below. See instructions if your name has changed.)
	Address
	City, State and ZIP Code
	List account number(s) here (optional)
	Part 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number or TIN
	Part 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding.  ¨
	CERTIFICATION—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT, AND COMPLETE. SIGNATURE                                                 DATE	Part 3 — Awaiting TIN    ¨

Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

8

IPSCO INC.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1.    Delivery of this Letter of Transmittal and Outstanding Securities.    A properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W–9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either certificates for Tendered Securities must be received by the Exchange Agent at its address set forth herein or such Tendered Securities must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering” (and a confirmation of such transfer received by the Exchange Agent), in each case prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of certificates for Tendered Securities, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Securities should be sent to the Issuer. Neither the Issuer nor the registrar is under any obligation to notify any tendering holder of the Issuer’s acceptance of Tendered Securities prior to the closing of the Exchange Offer.

2.    Guaranteed Delivery Procedures.    Holders who wish to tender their Outstanding Securities but whose Outstanding Securities are not immediately available, and who cannot deliver their Outstanding Securities, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date must tender their Outstanding Securities according to the guaranteed delivery procedures set forth below, including completion of Box 4. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a recognized Medallion Program approved by the Securities Transfer Association Inc. (an “Eligible Institution”) and the Notice of Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration Date, the Exchange Agent must have received from the holder and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting forth the name and address of the holder, the certificate number(s) of the Tendered Securities and the principal amount of Tendered Securities, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal together with the certificate(s) representing the Outstanding Securities or a confirmation of book–entry transfer of the Outstanding Securities into the Exchange Agent’s account at The Depository Trust Company (the “DTC”) and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal or facsimile of the Letter of Transmittal, as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all Tendered Securities in proper form for transfer or a confirmation of book–entry transfer of the Outstanding Securities into the Exchange Agent’s account at the DTC, must be received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date. Any holder who wishes to tender Outstanding Securities pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Securities prior to 5:00 p.m., New York City time, on the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an Eligible Holder who attempted to use the guaranteed delivery process.

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3.    Beneficial Owner Instructions to Registered Holders.    Only a holder in whose name Tendered Securities are registered on the books of the registrar (or the legal representative or attorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner form accompanying this Letter of Transmittal.

4.    Partial Tenders.    Tenders of Outstanding Securities will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Outstanding Securities held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled “Aggregate Principal Amount Tendered” of the box entitled “Description of Outstanding Securities Tendered” (Box 1) above. The entire principal amount of Outstanding Securities delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Securities held by the holder is not tendered, then Outstanding Securities for the principal amount of Outstanding Securities not tendered and New Securities issued in exchange for any Outstanding Securities tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date.

5.    Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Securities, the signature must correspond with the name(s) as written on the face of the Tendered Securities without alteration, enlargement or any change whatsoever.

If any of the Tendered Securities are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Securities are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Securities are held.

If this Letter of Transmittal is signed by the registered holder(s) of Tendered Securities, and New Securities issued in exchange therefor are to be issued (and any untendered principal amount of Outstanding Securities is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Securities, nor provide a separate bond power. In any other case, such registered holder(s) must either properly endorse the Tendered Securities or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Securities, such Tendered Securities must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Securities, with the signature(s) on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal or any Tendered Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on Tendered Securities or signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution.

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Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Tendered Securities are tendered (i) by a registered holder who has not completed the box set forth herein entitled “Special Delivery Instructions” (Box 3) or (ii) by an Eligible Institution.

6.    Special Delivery Instructions.    Tendering holders should indicate, in the applicable box (Box 3), the name and address to which the New Securities and/or substitute Outstanding Securities for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

7.    Transfer Taxes.    The Issuer will pay all transfer taxes, if any, applicable to the exchange of Outstanding Securities pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Securities pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Securities listed in this Letter of Transmittal.

8.    Tax Identification Number.    Federal income tax law requires that the holder(s) of any Tendered Securities which are accepted for exchange must provide the Issuer (as payor) with its correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number. If the Issuer is not provided with the correct TIN, the Holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9” for additional instructions.

To prevent backup withholding, each holder of Tendered Securities must provide such holder’s correct TIN by completing the Substitute Form W–9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Tendered Securities are registered in more than one name or are not in the name of the actual owner, consult the “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9” for information on which TIN to report.

The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with the Issuer’s obligation regarding backup withholding.

9.    Validity of Tenders.    All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Securities will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the right to reject any and all Outstanding Securities not validly tendered or any Outstanding Securities the Issuer’s acceptance of which would, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Outstanding Securities as to any ineligibility of any holder who seeks to tender Outstanding Securities in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Issuer shall be final and binding on all parties. Unless

11

waived, any defects or irregularities in connection with tenders of Outstanding Securities must be cured within such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Securities, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Securities will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Securities received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

10.    Waiver of Conditions.    The Issuer reserves the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Securities.

11.    No Conditional Tender.    No alternative, conditional, irregular, or contingent tender of Outstanding Securities or transmittal of this Letter of Transmittal will be accepted.

12.    Mutilated, Lost, Stolen or Destroyed Outstanding Securities.    Any tendering Holder whose Outstanding Securities have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

13.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

14.    Acceptance of Tendered Securities and Issuance of New Securities; Return of Outstanding Securities.    Subject to the terms and conditions of the Exchange Offer, the Issuer will accept for exchange all validly tendered Outstanding Securities as soon as practicable after the Expiration Date and will issue New Securities therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted tendered Outstanding Securities when, as and if the Issuer has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any Tendered Securities are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Outstanding Securities will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under “Special Delivery Instructions” (Box 3).

15.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.”

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EX-99.2

Exhibit 99.2

TENDER INSTRUCTIONS

TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER FACILITY PARTICIPANT

FROM BENEFICIAL OWNER

OF

IPSCO INC.

In Respect of

Exchange Offer for

8 ³/4% Senior Notes due 2013

Pursuant to the Prospectus dated                 , 2003

To Registered Holder and/or Book Entry Transfer Facility Participant:

The undersigned hereby acknowledges receipt of the Prospectus, dated                            , 2003 (the “Prospectus”) of IPSCO Inc., a Canadian corporation (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Issuer’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

This will instruct you, a registered holder and/or book-entry transfer facility participant, as to action to be taken by you relating to the Exchange Offer with respect to the $200,000,000 in aggregate principal amount of the 8 ³/4% Senior Notes due 2013 (the “Outstanding Securities”) held by you for the account of the undersigned.

The aggregate principal amount of the Outstanding Securities held by you for the account of the undersigned is (fill in amount):

$                            .

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨    TO TENDER Outstanding Securities held by you for the account of the undersigned in the aggregate principal amount of (fill in amount, if any):

$                            .

¨    NOT TO TENDER any Outstanding Securities held by you for the account of the undersigned.

If the undersigned instructs you to tender the Outstanding Securities held by you for the account of the undersigned, it is understood that you are authorized:

(a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned’s principal residence is in the state of (fill in state)                     , (ii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the New Securities, (iii) the New Securities to be acquired by the undersigned and any Beneficial Owner(s) in connection with the Exchange Offer are being acquired by the undersigned and any Beneficial Owner(s) in the

ordinary course of business of the undersigned and any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Securities, (v) except as otherwise disclosed in writing herewith, neither the undersigned nor any Beneficial Owner is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a broker-dealer tendering securities directly acquired from the Issuer for its own account, and (vii) the undersigned and each Beneficial Owner acknowledge and agree that any person participating in the Exchange Offer with the intention or for the purpose of distributing the New Securities must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), in connection with a secondary resale of the New Securities acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in the no-action letters that are discussed in the section of the Prospectus entitled “The Exchange Offer—Resale of the Exchange Notes”

(b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

(c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Outstanding Securities.

SIGN HERE

Name of beneficial owner(s):                                                                                                                                                     

Signature(s):                                                                                                                                                                                        

Name (please print):                                                                                                                                                                       

Address:                                                                                                                                                                                                

Telephone number:                                                                                                                                                                          

Taxpayer Identification or Social Security Number:                                                                                                      

Date:                                                                                                                                                                                                      

2

EX-99.3

Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

IPSCO INC.

With Respect to

the Exchange Offer

Pursuant to the Prospectus Dated                         , 2003

This form must be used by a holder of the $200,000,000 in aggregate principal amount of the 8 ³/4% Senior Notes due 2013 (the “Outstanding Securities”) of IPSCO Inc., a Canadian corporation (the “Issuer”), who wishes to tender Outstanding Securities to the Exchange Agent pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” of the Issuer’s Prospectus, dated                         , 2003 and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Securities pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003 UNLESS EXTENDED (THE “EXPIRATION DATE”).

Wells Fargo Bank Minnesota, N.A.

(the “Principal Exchange Agent”)

By Registered/Certified Mail:	MAC #N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517
By Standard Mail or Overnight Courier:	MAC #N9303-121 Corporate Trust Operations 6th & Marquette Avenue Minneapolis, MN 55479
In Person by Hand Only:	608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402
Facsimile Transmission:	(612) 667-2160
To Confirm Receipt of Facsimile by Telephone:	(612) 667-0266
For Information:	(800) 344-5128

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Securities set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

The undersigned hereby tenders the Outstanding Securities listed below:

Certificate Number(s) (if known) of Outstanding
Securities or Account Number at the Book-Entry Facility Aggregate Principal Amount Represented Aggregate Principal
Amount Tendered

PLEASE SIGN AND COMPLETE

Securities of Registered Holder(s) or

Authorized Signator:                                                                           

Name(s) or Registered Holder(s):                                                

Date:                                                                                             , 2003

Address:                                                                                                    

Area Code and Telephone No.                                                      

2

This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Outstanding Securities or on a security position listing as the owner of Outstanding Securities, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s):                                                                                                                                                                                               

Capacity:                                                                                                                                                                                              

Address(es):                                                                                                                                                                                         

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Securities tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Securities into the Exchange Agent’s account at the book-entry transfer facility described in the Prospectus under the caption “The Exchange Offer” and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date

Name of firm:	Name:                                                                                             (Please Print)
Address:	Title:
(Include Zip Code)	Dated:                                                                              , 2003
Area Code and Tel. No.

DO NOT SEND OUTSTANDING SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.    Delivery of this Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address as set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the related Letter of Transmittal.

2.    Signatures on this Notice of Guaranteed Delivery.    If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Securities referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Securities without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a security position listing as the owner of the Outstanding Securities, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Securities.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Securities listed or a participant of the book-entry transfer facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Securities or signed as the name of the participant shown on the book-entry transfer facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.

3.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

4

EX-99.4

Exhibit 99.4

Auditors’ Report on Financial Statement Schedule

To the Shareholders of IPSCO Inc.

We have audited the consolidated financial statements of IPSCO Inc. as at December 31, 2002 and 2001 and for each of the years in the three year period ended December 31, 2002, and have issued our report thereon dated January 28, 2003, except with respect to Note 23 as to which the date is June 18, 2003, which is incorporated by reference in this Registration Statement. Our audits also included the financial statement schedule listed in Item 21(b) of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    Ernst & Young LLP

Chicago, Illinois

January 28, 2003

IPSCO Inc.

Schedule II—Valuation and Qualifying Accounts

			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at End of Period
Year ended December 31, 2002
Deducted from asset accounts:
Allowance for doubtful accounts	$	10,326	$	(706	)	$	51	(1)	$	501	(3)	$	9,170
Allowance for customer claims		3,209		4,289			71	(1)		4,098	(4)		3,471
Allowance for valuation of assets held for sale		14,505					101	(1)					14,606
Total	$	28,040	$	3,583		$	223		$	4,599		$	27,247
Year ended December 31, 2001
Deducted from asset accounts:
Allowance for doubtful accounts	$	6,122	$	4,435		$	(53	)(1)	$	178	(3)	$	10,326
Allowance for customer claims		526		6,143			(177	)(1)		3,283	(4)		3,209
Allowance for valuation of assets held for sale		4,870		10,000			(365	)(1)					14,505
Total	$	11,518	$	20,578		$	(595	)	$	3,461		$	28,040
Year ended December 31, 2000
Deducted from asset accounts:
Allowance for doubtful accounts	$	1,294	$	11		$	4,977	(2)	$	160	(3)	$	6,122
Allowance for customer claims		2,363		5,227			(5,058	)(2)		2,006	(4)		526
Allowance for valuation of assets held for sale		5,058					(188	)(1)					4,870
Total	$	8,715	$	5,238		$	(269	)	$	2,166		$	11,518

(1) Exchange rate fluctuations

(2) Transfer of allowance from claims to doubtful accounts, net of exchange rate fluctuations

(3) Uncollectible accounts written off, net of recoveries

(4) Claims settled with customers