ex10-183_1325206.htm


    EXHIBIT
10.18.3


       

          SECOND AMENDMENT
dated as of December 23, 2008 (this “Amendment”), among
NOVAMERICAN STEEL INC.
f/k/a Symmetry Holdings Inc., a Delaware corporation (the “Company”), PLAYFORD HOLDINGS, LTD. (“Holdings”), GILBERT E. PLAYFORD REVOCABLE TRUST
(the “Trust”), THE GILBERT E
PLAYFORD 2007 CHARITABLE REMAINDER TRUST U/A/D 6/12/07 (the “CRT”) and CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as escrow agent (the “Escrow Agent”), to
the Stock Escrow Agreement, dated March 12, 2007 (the “Agreement”;
capitalized terms used without definition herein shall have the meanings given
to them therein), among Gilbert E. Playford, Corrado De Gasperis, Playford SPAC
Portfolio Ltd. (“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) Holdings now wishes to transfer the 312,500 shares of common stock it
received on November 15, 2007 to the Trust, and (c) the CRT now wishes to
transfer 580,331 shares of its 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the Agreement is hereby superseded by Exhibit A attached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 Trust, and
the Trust 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
      HOLDINGS, LTD.

                 

                 

              
	 
      	 
      	
                By:

              	
                /s/
      Gilbert E. Playford

              
	 
      	 
      	 
      	
                Name:  Gilbert
      E. Playford

              
	 
      	 
      	 
      	 
      	
                Title:    General
      Partner

                 

                 

              
	 
      	 
      	
                GILBERT
      E. PLAYFORD REVOCABLE TRUST

                 

                 

              
	 
      	 
      	
                By:

              	
                /s/
      Gilbert E. Playford

              
	 
      	 
      	 
      	
                Name:  Gilbert
      E. Playford

              
	 
      	 
      	 
      	 
      	
                Title:     Trustee

                 

              
	 
      	 
      	
                THE
      GILBERT E PLAYFORD 2007 CHARITABLE REMAINDER 
TRUST U/A/D
      6/12/07

                 

                 

              
	 
      	 
      	
                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.

                	
                  1,172,500

                	
                  19

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

                	
                  March
      6, 2007

                
	
                  Gilbert
      E. Playford Revocable Trust

                  [Playford
      SPAC Portfolio Ltd. received shares in March 2007 and transferred them to
      the Trust after Nov. 15, 2007]

                	
                  ---

                	
                  ---

                	
                  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

                  [Received
      625,000 shares on Nov. 15, 2007 (Certificate #SH 0004), transferred
      580,331 of them to Trust Dec. 2008]

                	
                  44,669

                	
                  SH
      00___

                	
                  ---

                	
                  November
      15, 2009 (2 years from issuance date)

                	
                  ---

                
	
                  Gilbert
      E. Playford Revocable Trust

                  [Received
      312,500 shares (Cert. # SH 0005 dated 11/15/07) from Playford Holdings,
      Ltd., 580,331 from CRT Dec. 2008]

                	
                  892,831

                	
                  SH
      00___

                	
                  ---

                	
                  November
      15, 2009 (2 years from issuance date)

                	
                  ---

                
	
                  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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