ex10-184_1333584.htm


    EXHIBIT
10.18.4

    


    THIRD AMENDMENT dated as of February
26, 2009 (this “Amendment”), among
NOVAMERICAN STEEL INC.
f/k/a Symmetry Holdings Inc., a Delaware corporation (the “Company”), PLAYFORD GRANTOR RETAINED ANNUITY
TRUST U/A/D 2/12/07 (the “GRAT”), PLAYFORD SPAC PORTFOLIO LTD. (“Portfolio”), GILBERT E. PLAYFORD REVOCABLE TRUST
(the “Trust”), and CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as escrow agent (the “Escrow Agent”), to
the Stock Escrow Agreement, dated March 12, 2007, as amended as of November 15,
2007 and December 23, 2008 (the “Agreement”;
capitalized terms used without definition herein shall have the meanings given
to them therein), among Gilbert E. Playford, Corrado De Gasperis, Portfolio,
Domenico Lepore, Scott C. Mason, M. Ridgway Barker, Robert W. Ramage, Jr. and
Donald C. Bailey (collectively, the “Original
Stockholders”), the Company and the Escrow Agent.

    


    WITNESSETH:

    


    WHEREAS, in connection with an acquisition that closed on November 15, 2007, the
Original Stockholders, the Company, and certain purchasers of units
including shares of common stock (including certain affiliates of Mr.
Playford), entered
into the Amendment dated
as of November 15, 2007 (the “First
Amendment”), pursuant to
which such purchasers of units including shares
became parties to the
Agreement and Exhibit
A thereto was updated to reflect shares
received in the directed unit
program (including
an aggregate of 125,000
shares of common stock, represented by Certificate No. 3 (the “DUP
Shares”), received by
Portfolio).

    


    WHEREAS, (a) following the
execution of the First Amendment, Portfolio transferred the DUP Shares to the
Trust, (b) following the execution of the Second Amendment, Playford Holdings,
Ltd. transferred
the 312,500 shares of common stock it received on November 15, 2007 to the
Trust, and The Gilbert E
Playford 2007 Charitable Remainder Trust U/A/D 6/12/07 transferred 580,331 shares of
its common stock to the Trust, in each case in escrow pursuant to Section 2.3(c)
of the Agreement, and (c) Portfolio now wishes to transfer its 1,172,500 shares
of common stock to the GRAT and the GRAT wishes to transfer, immediately
thereafter, the same 1,172,500 shares of common stock to the Trust, in each case
in escrow pursuant to Section 2.3(c) of the Agreement.

    


    NOW, THEREFORE, in consideration
of the premises, representations and warranties and the mutual covenants and
agreements contained herein and other good, valuable and sufficient
consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound, agree that:

    


    1.           Exhibit A, Definitions and
Agreement. Exhibit A attached to
the Agreement is hereby superseded by Exhibit A attached
hereto.  The definition of “Existing
Stockholders” in the Agreement is hereby deemed to include the GRAT, and
the GRAT hereby agrees to be bound by the terms and conditions of the
Agreement.

    


    2.           Full Force and
Effect.  Except as expressly amended hereby, all of the
provisions of the Agreement are hereby affirmed and shall continue in full force
and effect in accordance with their respective terms.

    


    3.           Governing
Law.  The construction, validity and performance of this
Amendment will be governed in all respects by the laws of the State of New York,
without regard to its conflicts of laws principles.

    


    4.           Counterparts;
Signatures.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.  The exchange
of copies of this Amendment and of signature pages by facsimile transmission
shall constitute effective execution and delivery of this Amendment as to the
parties and may be used in

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    lieu of the
original Amendment for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all
purposes.

    
 

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    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment as of the date first
above written.

    


    
      	 
      	 
      	
               

              NOVAMERICAN
      STEEL INC.

               

               

            
	 
      	 
      	
              By:

            	
              /s/
      Karen G. Narwold

            
	 
      	 
      	 
      	
              Name:  Karen
      G. Narwold

            
	 
      	 
      	 
      	 
      	
              Title:    Vice
      President, Chief Administrative Officer, General Counsel and
      Secretary

               

            
	 
      	 
      	
               

              PLAYFORD
      SPAC PORTFOLIO LTD.

               

              By:  PLAYFORD
      SPAC MANAGEMENT

              CORP., as General
      Partner

               

            
	 
      	 
      	
              By:

            	
              /s/
      Gilbert E. Playford

            
	 
      	 
      	 
      	
              Name:  Gilbert
      E. Playford

            
	 
      	 
      	 
      	 
      	
              Title:    President

               

               

            
	 
      	 
      	
              GILBERT
      E. PLAYFORD REVOCABLE TRUST

               

               

            
	 
      	 
      	
              By:

            	
              /s/
      Gilbert E. Playford

            
	 
      	 
      	 
      	
              Name:  Gilbert
      E. Playford

            
	 
      	 
      	 
      	 
      	
              Title:    Trustee

               

            
	 
      	 
      	
              PLAYFORD
      GRANTOR RETAINED ANNUITY TRUST U/A/D 2/12/07

               

               

            
	 
      	 
      	
              By:

            	
              /s/
      Gilbert E. Playford

            
	 
      	 
      	 
      	
              Name:  Gilbert
      E. Playford

            
	 
      	 
      	 
      	 
      	
              Title:    Trustee

               

            
	 
      	 
      	
              CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY, as Escrow Agent

               

               

            
	 
      	 
      	
              By:

            	
              /s/
      John W. Comer, Jr.

            
	 
      	 
      	 
      	
              Name:   John
      W. Comer, Jr.

            
	 
      	 
      	 
      	 
      	
              Title:     Vice
      President

            


    

    



    
      
         


      

      
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    Exhibit A - Escrow
Shares

    


    
      
        
          	
                  Existing Stockholder

                	
                  Number of Shares

                	
                  Stock Cert. #

                	
                  Shares Issued in Directed Unit
      Program

                  *

                  (with Stock Cert. #)

                	
                  Escrow Period

                	
                  Date of Insider Letter

                
	
                  Original Stockholders:

                	 
      	 
      	 
      	 
      	 
      
	
                  Corrado
      De Gasperis

                	
                  1,875,000

                	
                  16

                	
                  ---

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  Playford
      SPAC Portfolio Ltd.

                	
                  N/A

                	
                  N/A

                	
                  N/A

                	
                  N/A

                	
                  N/A

                
	
                  Gilbert
      E. Playford Revocable Trust [Playford SPAC Portfolio Ltd. (a) received
      125,000 shares in 3/07 and transferred them to the Trust after 11/15/07;
      and (b) transferred 1,172,500 shares (Cert. #19) to Playford Grantor
      Retained Annuity Trust u/a/d 2/12/07 in 2/09, which immediately
      transferred such shares to Gilbert E. Playford Revocable
      Trust]

                	
                  1,172,500

                	
                  [___]

                	
                  125,000
      / #3

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  Domenico
      Lepore

                	
                  700,000

                	
                  18

                	
                  ---

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  Scott
      Carter Mason

                	
                  235,000

                	
                  10

                	
                  18,750
      / #2

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  M.
      Ridgway Barker

                	
                  235,000

                	
                  12

                	
                  25,000
      / #1

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  Robert
      W. Ramage, Jr.

                	
                  235,000

                	
                  15,17

                	
                  ---

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                  Donald
      C. Bailey

                	
                  235,000

                	
                  11

                	
                  ---

                	
                  March
      7, 2010 (3 years from IPO prospectus date)

                	
                  March
      6, 2007

                
	
                         Subtotal

                	
                  4,687,500

                	 
      	 
      	 
      	 
      
	
                  11/07 Stockholders:

                	 
      	 
      	 
      	 
      	 
      
	
                  The
      Gilbert E Playford 2007 Charitable Remainder Trust U/A/D 6/12/07 (“CRT”) [Received 625,000 shares on
      11/15/07 (Cert. #4), transferred
      580,331 of them to Trust 12/08]

                	
                  44,669

                	
                  26

                	
                  ---

                	
                  November
      15, 2009 (2 years from issuance date)

                	
                  ---

                
	
                  Gilbert
      E. Playford Revocable Trust

                  [Received
      312,500 shares (Cert. #5 dated 11/15/07) from Playford Holdings, Ltd.,
      580,331 from CRT 12/08]

                	
                  312,500

                  580,331

                  892,831

                	
                  24

                  25

                	
                  ---

                	
                  November
      15, 2009 (2 years from issuance date)

                	
                  ---

                


        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              Lions
      Den Investments SA

            	
              312,500

            	
              SH
      0006

            	
              ---

            	
              November
      15, 2009 (2 years from issuance date)

            	
              ---

            
	
              Chongwe
      Investments SA

            	
              312,500

            	
              SH
      0007

            	
              ---

            	
              November
      15, 2009 (2 years from issuance date)

            	
              ---

            
	
              Etosha
      Investments SA

            	
              312,500

            	
              SH
      0008

            	
              ---

            	
              November
      15, 2009 (2 years from issuance date)

            	
              ---

            
	
                     Subtotal

            	
              1,875,000

            	 
      	 
      	 
      	 
      
	
              TOTAL

            	
              6,562,500

            	
              ---

            	
              ---

            	 
      	
              ---

            


    

     

     

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