EXECUTION COPY

 

 

             

 

 

Novamerican Steel Finco Inc.

11.5% Senior Secured Notes Due 2015

______________________________

INDENTURE

Dated as of November 15, 2007

______________________________

The            Bank of New York,

as            Trustee

 

 

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CROSS-REFERENCE TABLE

 

| TIASection |                                                     | IndentureSection  |
|------------|----------------------------------------------------------|-------------------|
| 310(a)(1)  | ........................................................ | 7.10              |
| (a)(2)     | ........................................................ | 7.10              |
| (a)(3)     | ........................................................ | N.A.              |
| (a)(4)     | ........................................................ | N.A.              |
| (b)        | ........................................................ | 7.08; 7.10        |
| (c)        | ........................................................ | N.A.              |
| 311(a)     | ........................................................ | 7.11              |
| (b)        | ........................................................ | 7.11              |
| (c)        | ........................................................ | N.A.              |
| 312(a)     | ........................................................ | 2.05              |
| (b)        | ........................................................ | 12.03             |
| (c)        | ........................................................ | 12.03             |
| 313(a)     | ........................................................ | 7.06              |
| (b)(1)     | ........................................................ | N.A.              |
| (b)(2)     | ........................................................ | 7.06              |
| (c)        | ........................................................ | 11.02             |
| (d)        | ........................................................ | 7.06              |
| 314(a)     | ........................................................ | 4.02;             |
|       | ........................................................ | 4.12; 4.16, 12.02 |
| (b)        | ........................................................ | N.A.              |
| (c)(1)     | ........................................................ | 12.04             |
| (c)(2)     | ........................................................ | 12.04             |
| (c)(3)     | ........................................................ | N.A.              |
| (d)        | ........................................................ | N.A.              |
| (e)        | ........................................................ | 12.05             |
| (f)        | ........................................................ | 4.12              |

 

 

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| 315(a)                | ........................................................ | 7.01        |
|-----------------------|----------------------------------------------------------|-------------|
| (b)                   | ........................................................ | 7.05; 12.02 |
| (c)                   | ........................................................ | 7.01        |
| (d)                   | ........................................................ | 7.01        |
| (e)                   | ........................................................ | 6.11        |
| 316(a)(last sentence) | .......................................................  | 12.06       |
| (a)(1)(A)             | ........................................................ | 6.05        |
| (a)(1)(B)             | ........................................................ | 6.04        |
| (a)(2)                | ........................................................ | N.A.        |
| (b)                   | ........................................................ | 6.07        |
| 317(a)(1)             | ........................................................ | 6.08        |
| (a)(2)                | ........................................................ | 6.09        |
| (b)                   | ........................................................ | 2.04        |
| 318(a)                | ........................................................ | 12.01       |
|                       |                                                          |             |  |

 

N.A.            means Not Applicable.

_________________________

Note:            This Cross-Reference Table shall not, for any purpose, be deemed to be part of this            Indenture.

 

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TABLE OF CONTENTS

 

|   |   | Page |
|--------|--------|------|

 

| Article 1Definitions and Incorporation by Reference |
|-----------------------------------------------------|

 

| SECTION 1.01. | Definitions.                                                                 | 1  |
|---------------|------------------------------------------------------------------------------|----|
| SECTION 1.02. | Other Definitions.                                                           | 38 |
| SECTION 1.03. | Incorporation by Reference of Trust Indenture                            Act | 38 |
| SECTION 1.04. | Rules of Construction                                                        | 39 |

 

| Article 2The Securities |
|-------------------------|

 

| SECTION 2.01. | Form and Dating                     | 40 |
|---------------|-------------------------------------|----|
| SECTION 2.02. | Execution and Authentication        | 40 |
| SECTION 2.03. | Registrar and Paying Agent          | 40 |
| SECTION 2.04. | Paying Agent To Hold Money in Trust | 41 |
| SECTION 2.05. | Holder Lists                        | 41 |
| SECTION 2.06. | Transfer and Exchange               | 41 |
| SECTION 2.07. | Replacement Securities              | 41 |
| SECTION 2.08. | Outstanding Securities              | 42 |
| SECTION 2.09. | Temporary Securities                | 42 |
| SECTION 2.10. | Cancellation                        | 42 |
| SECTION 2.11. | Defaulted Interest                  | 43 |
| SECTION 2.12. | CUSIP Numbers, ISINs, etc           | 43 |

 

| Article 3Redemption |
|---------------------|

 

| SECTION 3.01. | Notices to Trustee                     | 43 |
|---------------|----------------------------------------|----|
| SECTION 3.02. | Selection of Securities to Be Redeemed | 43 |
| SECTION 3.03. | Notice of Redemption                   | 44 |
| SECTION 3.04. | Effect of Notice of Redemption         | 44 |
| SECTION 3.05. | Deposit of Redemption Price            | 44 |
| SECTION 3.06. | Securities Redeemed in Part            | 45 |

 

| Article 4Covenants |
|--------------------|

 

| SECTION 4.01. | Payment of Securities | 45 |
|---------------|-----------------------|----|

 

 

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| SECTION 4.02. | SEC Reports                                                                                         | 45 |
|---------------|-----------------------------------------------------------------------------------------------------|----|
| SECTION 4.03. | Limitation on Indebtedness                                                                          | 46 |
| SECTION 4.04. | Limitation on Restricted Payments                                                                   | 51 |
| SECTION 4.05. | Limitation on Restrictions on Distributions from                            Restricted Subsidiaries | 54 |
| SECTION 4.06. | Limitation on Sales of Assets and Subsidiary                            Stock                       | 57 |
| SECTION 4.07. | Limitation on Negative Pledges                                                                      | 62 |
| SECTION 4.08. | Limitation on Affiliate Transactions                                                                | 63 |
| SECTION 4.09. | Limitation on Line of Business                                                                      | 64 |
| SECTION 4.10. | Limitation on Liens                                                                                 | 64 |
| SECTION 4.11. | Limitation on Sale/Leaseback Transactions                                                           | 64 |
| SECTION 4.12. | Change of Control                                                                                   | 65 |
| SECTION 4.13. | Future Guarantors and Liens                                                                         | 66 |
| SECTION 4.14. | Further Assurances                                                                                  | 67 |
| SECTION 4.15. | Intercompany Notes                                                                                  | 68 |
| SECTION 4.16. | Compliance Certificate                                                                              | 70 |
| SECTION 4.17. | Further Instruments and Acts                                                                        | 71 |

 

| Article 5Successor Company |
|----------------------------|

 

| SECTION 5.01. | When Symmetry, Holdings and the Company May Merge or                            Transfer Assets | 71 |
|---------------|-------------------------------------------------------------------------------------------------|----|

 

| Article 6Defaults and Remedies |
|--------------------------------|

 

| SECTION 6.01. | Events of Default                    | 73 |
|---------------|--------------------------------------|----|
| SECTION 6.02. | Acceleration                         | 76 |
| SECTION 6.03. | Other Remedies                       | 76 |
| SECTION 6.04. | Waiver of Past Defaults              | 76 |
| SECTION 6.05. | Control by Majority                  | 76 |
| SECTION 6.06. | Limitation on Suits                  | 77 |
| SECTION 6.07. | Rights of Holders to Receive Payment | 77 |
| SECTION 6.08. | Collection Suit by Trustee           | 77 |
| SECTION 6.09. | Trustee May File Proofs of Claim     | 78 |
| SECTION 6.10. | Priorities                           | 78 |
| SECTION 6.11. | Undertaking for Costs                | 78 |
| SECTION 6.12. | Waiver of Stay or Extension Laws     | 78 |

 

 

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| Article 7Trustee |
|------------------|

 

| SECTION 7.01. | Duties of Trustee                                                                 | 79 |
|---------------|-----------------------------------------------------------------------------------|----|
| SECTION 7.02. | Rights of Trustee                                                                 | 80 |
| SECTION 7.03. | Individual Rights of Trustee                                                      | 81 |
| SECTION 7.04. | Trustee’s Disclaimer                                                        | 81 |
| SECTION 7.05. | Notice of Defaults                                                                | 81 |
| SECTION 7.06. | Reports by Trustee to Holders                                                     | 82 |
| SECTION 7.07. | Compensation and Indemnity                                                        | 82 |
| SECTION 7.08. | Replacement of Trustee                                                            | 83 |
| SECTION 7.09. | Successor Trustee by Merger                                                       | 83 |
| SECTION 7.10. | Eligibility; Disqualification                                                     | 84 |
| SECTION 7.11. | Preferential Collection of Claims                            Against Company | 84 |

 

| Article 8Discharge of Indenture; Defeasance |
|---------------------------------------------|

 

| SECTION 8.01. | Discharge of Liability on                            Securities; Defeasance | 84 |
|---------------|----------------------------------------------------------------------------------|----|
| SECTION 8.02. | Conditions to Defeasance                                                         | 85 |
| SECTION 8.03. | Application of Trust Money                                                       | 86 |
| SECTION 8.04. | Repayment to Company                                                             | 86 |
| SECTION 8.05. | Indemnity for Government Obligations                                             | 87 |
| SECTION 8.06. | Reinstatement                                                                    | 87 |

 

| Article 9Amendments |
|---------------------|

 

| SECTION 9.01. | Without Consent of Holders                                               | 87 |
|---------------|--------------------------------------------------------------------------|----|
| SECTION 9.02. | With Consent of Holders                                                  | 89 |
| SECTION 9.03. | Compliance with Trust Indenture Act                                      | 90 |
| SECTION 9.04. | Revocation and Effect of Consents and                            Waivers | 90 |
| SECTION 9.05. | Notation on or Exchange of Securities                                    | 91 |
| SECTION 9.06. | Execution of Amendments                                                  | 91 |
| SECTION 9.07. | Payment for Consent                                                      | 91 |

 

| Article 10Guarantees |
|----------------------|

 

| SECTION 10.01. | Guarantees              | 91 |
|----------------|-------------------------|----|
| SECTION 10.02. | Limitation on Liability | 93 |
| SECTION 10.03. | Successors and Assigns  | 93 |

 

 

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| SECTION 10.04. | No Waiver            | 94 |
|----------------|----------------------|----|
| SECTION 10.05. | Modification         | 94 |
| SECTION 10.06. | Release of Guarantor | 94 |
| SECTION 10.07. | Contribution         | 95 |

 

| Article 11Collateral and Security |
|-----------------------------------|

 

| SECTION 11.01. | Security Documents                                                                                          | 95  |
|----------------|-------------------------------------------------------------------------------------------------------------|-----|
| SECTION 11.02. | Recording and Opinions                                                                                      | 96  |
| SECTION 11.03. | Release of Collateral                                                                                       | 96  |
| SECTION 11.04. | Certificates of the Trustee                                                                                 | 98  |
| SECTION 11.05. | Authorization of Actions to be Taken by the Trustee                            under the Security Documents | 98  |
| SECTION 11.06. | Authorization of Receipt of Funds by the Trustee                            Under the Security Documents    | 98  |
| SECTION 11.07. | Collateral Agent                                                                                            | 99  |
| SECTION 11.08. | Canadian Collateral Agent                                                                                   | 100 |

 

| Article 12Miscellaneous |
|-------------------------|

 

| SECTION 12.01. | Trust Indenture Act Controls                                                  | 101 |
|----------------|-------------------------------------------------------------------------------|-----|
| SECTION 12.02. | Notices                                                                       | 101 |
| SECTION 12.03. | Communication by Holders with Other                            Holders        | 102 |
| SECTION 12.04. | Certificate and Opinion as to Conditions                            Precedent | 102 |
| SECTION 12.05. | Statements Required in Certificate or                            Opinion      | 102 |
| SECTION 12.06. | Conversion of Currencies                                                      | 103 |
| SECTION 12.07. | When Securities Disregarded                                                   | 103 |
| SECTION 12.08. | Rules by Trustee, Paying Agent and                            Registrar       | 103 |
| SECTION 12.09. | Legal Holidays                                                                | 103 |
| SECTION 12.10. | Governing Law                                                                 | 104 |
| SECTION 12.11. | No Recourse Against Others                                                    | 104 |
| SECTION 12.12. | Successors                                                                    | 104 |
| SECTION 12.13. | Multiple Originals                                                            | 104 |
| SECTION 12.14. | Table of Contents; Headings                                                   | 104 |

 

| Rule 144A/Regulation S Appendix |
|---------------------------------|
| Exhibit 1 –               | Form of Initial Security |

 

 

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| Exhibit A – | Form of Exchange Security |
|-------------------|---------------------------|
| Exhibit B – | Form of Intercompany Note |

 

 

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INDENTURE dated as of November 15, 2007, among SYMMETRY HOLDINGS INC., a            Delaware corporation            (“Symmetry”),            NOVAMERICAN STEEL FINCO INC., a Delaware corporation (the            “Company”), the            Subsidiary Guarantors party hereto and The Bank of New York, as 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 Initial Securities and, if and            when issued pursuant to a registered exchange for Initial Securities, the Exchange            Securities:

 

Article 1

             

Definitions and Incorporation by Reference

|   | SECTION 1.01. | Definitions. |
|--------|---------------|--------------|

“Additional            Assets” means (1) any property or assets (other            than Indebtedness and Capital Stock) to be used in a Related Business or any            improvement to any property or assets used in a Related Business; (2) the Capital            Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition            of such Capital Stock by Symmetry or another Restricted Subsidiary; or (3) Capital            Stock constituting a minority interest in any Person that at such time is a Restricted            Subsidiary;provided,however, that any such Restricted            Subsidiary described in clause (2) or (3) above is primarily engaged in a            Related Business.

“Affiliate”            of any specified Person means any other Person, directly or indirectly, controlling or            controlled by or under direct or indirect common control with such specified Person.            For the purposes of this definition, “control” when used with respect to            any 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; and the terms “controlling” and “controlled” have            meanings correlative to the foregoing. For purposes of Sections 4.04, 4.06 and 4.08            only, “Affiliate” shall also mean any beneficial owner of Capital Stock            representing 10% or more of the total voting power of the Voting Stock (on a fully            diluted basis) of the Company or of rights or warrants to purchase such Capital Stock            (whether or not currently exercisable) and any Person who would be an Affiliate of any            such beneficial owner pursuant to the first sentence hereof.

“Arrangement            Agreement” means the Arrangement Agreement dated            June 21, 2007, among Symmetry, 632422 N. B. Ltd. and Novamerican Steel Inc., as            amended as of the Issue Date.

“Asset            Disposition” means any sale, lease, transfer or other            disposition (or series of related sales, leases, transfers or dispositions) by Symmetry            or any Restricted Subsidiary, including any disposition by means of a merger,            consolidation or similar transaction (each referred to for the purposes of this            definition as a            “disposition”),            of:

 

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(1)       any shares of Capital Stock            of a Restricted Subsidiary (other than directors’ qualifying shares or shares            required by applicable law to be held by a Person other than Symmetry or a Restricted            Subsidiary);

(2)       all or substantially all            the assets of any division or line of business of Symmetry or any Restricted            Subsidiary; or

(3)       any other assets of            Symmetry or any Restricted Subsidiary outside of the ordinary course of business of            Symmetry or such Restricted Subsidiary,

other            than, in the case of clauses (1), (2) and (3) above, (A) a disposition by a            Restricted Subsidiary to Symmetry or by Symmetry or a Restricted Subsidiary to a            Restricted Subsidiary; (B) for purposes of Section 4.06 only, (x) a            disposition that constitutes a Restricted Payment (or would constitute a Restricted            Payment but for the exclusions from the definition thereof) and that is not prohibited            by Section 4.04, (y) a disposition of all or substantially all the assets of            Symmetry, Holdings or the Company in accordance with Section 5.01 and            (z) dispositions in connection with (i) the Issue Date Asset Sales, (ii) the            Issue Date Sale/Leaseback Transaction and (iii) any Sale/Leaseback Transaction            entered into by Symmetry or any Restricted Subsidiary;providedthat the aggregate amount of            Attributable Debt in respect of all such Sale/Leaseback Transactions excluded from the            definition of the term “Asset Disposition” pursuant to this            clause (z)(iii) shall not exceed $10,000,000; (C) a disposition of assets            with a Fair Market Value of less than $500,000; (D) a disposition of cash or Temporary            Cash Investments; (E) the creation of a Lien (but not the sale or other disposition of            the property subject to such Lien); (F) the sale or discount, in each case without            recourse, of accounts receivable arising in the ordinary course of business, but only            in connection with the compromise or collection thereof; (G) disposals or replacements            of obsolete, worn out, uneconomical or surplus property or equipment; and (H) a            transfer or sale of Receivables and Related Assets of the type specified in the            definition of “Qualified Receivables Transaction” to a Receivables Entity            or to any other Person in connection with a Qualified Receivables Transaction or the            creation of a Lien on any such Receivables or Related Assets in connection with a            Qualified Receivables Transaction.

“Attributable            Debt” in respect of a Sale/Leaseback Transaction means,            as at the time of determination, the present value (discounted at the interest rate            borne by the Securities, compounded annually) of the total obligations of the lessee            for rental payments during the remaining term of the lease included in such            Sale/Leaseback Transaction (including any period for which such lease has been            extended);provided,however, that if such Sale/Leaseback            Transaction results in a Capital Lease Obligation, the amount of Indebtedness            represented thereby will be determined in accordance with the definition of            “Capital Lease Obligation”.

“Average            Life” means, as of the date of determination, with            respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the            products of the numbers of years from the date of determination to the dates of each            successive scheduled principal payment of or redemption or similar payment with respect            to such Indebtedness multiplied by the amount of such payment by (2) the sum of            all such payments.

“Board of            Directors” means the Board of Directors of any Person            or any committee thereof duly authorized to act on behalf of such Board or, in the case            of a Person that

 

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is not            a corporation, the group exercising the authority generally vested in a board of            directors of a corporation.

“Business            Day” means each day which is not a Legal            Holiday.

“Canadian ABL            Assets” means any and all of the following assets and            properties owned by Novamerican Steel, whether owned on the Issue Date or thereafter            acquired: (i) Accounts and other rights to payment, in each case for the sale of            Inventory or the performance of services, whether or not earned by performance, and            related Records; (ii) Chattel Paper; (iii) Deposit Accounts (other than the            Intercompany Note Collateral Account); (iv) cash, checks and other negotiable            instruments, funds and other evidences of payment (excluding any cash or other assets            held in the Intercompany Note Collateral Account in accordance with this Indenture);            (v) all Inventory; (vi) to the extent evidencing, governing, securing or            otherwise related to the items referred to in the preceding            clauses (i) through (v), Documents, General Intangibles, Instruments,            Investment Property and Letter of Credit Rights; (vii) books and records related            to the foregoing; (viii) collateral security and guarantees given by any Person            with respect to any of the foregoing; and (ix) Proceeds, including insurance            Proceeds, of any and all of the foregoing. Capitalized terms used in this definition            but not defined in this Indenture have the meanings assigned to such terms in the            Collateral Agreement.

“Canadian Credit Agreement            Obligations” means the Credit Agreement Obligations of            Novamerican Steel and the Foreign Subsidiaries.

“Canadian Collateral            Agent” means BNY Trust Company of Canada (until a            successor replaces it and, thereafter, means the successor), in its capacity as            collateral agent under the Intercompany Note Documents.

“Capital Lease            Obligation” means an obligation that is required to be            classified and accounted for as a capital lease for financial reporting purposes in            accordance with GAAP, and the amount of Indebtedness represented by such obligation            shall be the capitalized amount of such obligation determined in accordance with GAAP;            and the Stated Maturity thereof shall be the date of the last payment of rent or any            other amount due under such lease prior to the first date upon which such lease may be            terminated by the lessee without payment of a penalty. For purposes of Section 4.11, a            Capital Lease Obligation will be deemed to be secured by a Lien on the property being            leased.

“Capital            Stock” of any Person means any and all shares,            interests (including partnership interests), rights to purchase, warrants, options,            participations or other equivalents of or interests in (however designated) equity of            such Person, including any Preferred Stock, but excluding any debt securities            convertible into such equity.

“CFC”            means any Person that is a “controlled foreign corporation” as defined in            the Code, and each Subsidiary of such Person.

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

(1)       any “person”            (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes            the “beneficial owner” (as defined in Rules 13d-3 and 13d-

             

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4

 

5 under the Exchange Act, except that for purposes of this            clause (1) such person shall be deemed to have “beneficial ownership”            of all shares that any such person has the right to acquire, whether such right is            exercisable immediately or only after the passage of time), directly or indirectly, of            more than 35% of the total voting power of the Voting Stock of Symmetry (for the            purposes of this clause (1), a person shall be deemed to beneficially own any            Voting Stock of a person (the “specified person”) held by any other person            (the “parent entity”), if such person is the beneficial owner (as defined            above in this clause (1)), directly or indirectly, of more than 35% of the voting            power of the Voting Stock of such parent entity);

(2)       Symmetry ceases to be the            “beneficial owner” (as defined in Rules 13d-3 or 13d-5 under the            Exchange Act), directly or indirectly, of 90% of the total voting power of the Voting            Stock of each of Holdings and the Company;

(3)       individuals who on the            Issue Date constituted the Board of Directors of Symmetry (together with any new            directors whose election by such Board of Directors or whose nomination for election by            the stockholders of Symmetry was approved by a vote of 66 2(3% of            the directors of Symmetry then still in office who were either directors on the Issue            Date 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 Symmetry then in            office;

(4)       the adoption of a plan            relating to the liquidation or dissolution of Symmetry, Holdings or the Company;            or

(5)       the merger or consolidation            of Symmetry with or into another Person or the merger of another Person with or into            Symmetry or the sale of all or substantially all the assets of Symmetry (determined on            a consolidated basis) to another Person other than a transaction following which            (A) in the case of a merger or consolidation transaction, holders of securities            that represented 100% of the Voting Stock of Symmetry immediately prior to such            transaction (or other securities into which such securities are converted as part of            such merger or consolidation transaction) own directly or indirectly at least a            majority of the voting power of the Voting Stock of the surviving Person in such merger            or consolidation transaction immediately after such transaction and in substantially            the same proportion as before the transaction and (B) in the case of a sale of            assets transaction, each transferee becomes an obligor in respect of the Securities and            a Subsidiary of the transferor of such assets.

“Code”            means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral”            means any and all assets and properties of Symmetry and the Restricted Subsidiaries            that are required to be subject to Liens securing any of the Notes Obligations,            including all “Collateral” as defined in any Security Document, the            First-Priority Collateral and the Second-Priority Collateral.

 

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“Collateral            Agent” means The Bank of New York (until a successor            replaces it and, thereafter, means the successor), in its capacity as collateral agent            for the Secured Parties.

“Collateral            Agreement” means the Collateral Agreement dated as of            the Issue Date, among the Company, the Guarantors from time to time party thereto and            the Collateral Agent, together with all supplements thereto.

“Company”            means the party named as such in this Indenture until a successor replaces it and,            thereafter, means the successor.

“Consolidated Coverage            Ratio” as of any date of determination means the ratio            of

(1)       the aggregate amount of            EBITDA for the period of the most recent four consecutive fiscal quarters of Symmetry            for which financial statements are publicly available to

|   | (2) | Consolidated Interest Expense for such four fiscal                            quarters; |
|--------|-----|-----------------------------------------------------------------------------------------|

provided,however, that

(A)      if Symmetry or any of the            Restricted Subsidiaries has Incurred any Indebtedness since the beginning of such            period that remains outstanding or if the transaction giving rise to the need to            calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,            EBITDA and Consolidated Interest Expense for such period shall be calculated after            giving effect on aproformabasis            to such Indebtedness as if such Indebtedness had been Incurred on the first day of such            period;

(B)      if Symmetry or any of the            Restricted Subsidiaries has repaid, repurchased, defeased or otherwise discharged any            Indebtedness since the beginning of such period or if any Indebtedness is to be repaid,            repurchased, defeased or otherwise discharged (in each case other than Indebtedness            Incurred under any revolving credit facility unless such Indebtedness has been            permanently repaid and has not been replaced) on the date of the transaction giving            rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated            Interest Expense for such period shall be calculated on aproformabasis            as if such discharge had occurred on the first day of such period and as if Symmetry or            such Restricted Subsidiary had not earned the interest income actually earned during            such period in respect of cash or Temporary Cash Investments used to repay, repurchase,            defease or otherwise discharge such Indebtedness;

(C)      if since the beginning of such            period Symmetry or any Restricted Subsidiary shall have made any Asset Disposition,            EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive)            directly attributable to the assets which are the subject of such Asset Disposition for            such period, or increased by an amount equal to EBITDA (if negative), directly            attributable thereto for such period and Consolidated Interest Expense for such period            shall be reduced by an amount equal to the Consolidated Interest Expense directly            attributable to any Indebtedness of Symmetry or

             

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6

 

any Restricted Subsidiary repaid, repurchased, defeased or otherwise            discharged with respect to Symmetry and its continuing Restricted Subsidiaries in            connection with such Asset Disposition for such period (or, if the Capital Stock of any            Restricted Subsidiary is sold, the Consolidated Interest Expense for such period            directly attributable to the Indebtedness of such Restricted Subsidiary to the extent            Symmetry and its continuing Restricted Subsidiaries are no longer liable for such            Indebtedness after such sale);

(D)      if since the beginning of such            period Symmetry or any Restricted Subsidiary (by merger or otherwise) shall have made            an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted            Subsidiary) or an acquisition of assets, including any acquisition of assets occurring            in connection with a transaction requiring a calculation to be made hereunder, which            constitutes all or substantially all of an operating unit of a business, EBITDA and            Consolidated Interest Expense for such period shall be calculated after givingproformaeffect thereto (including the Incurrence of any Indebtedness) as if such            Investment or acquisition had occurred on the first day of such period; and

(E)       if since the beginning of            such period any Person (that subsequently became a Restricted Subsidiary or was merged            with or into Symmetry or any Restricted Subsidiary since the beginning of such period)            shall have made any Asset Disposition, any Investment or any acquisition of assets that            would have required an adjustment pursuant to clause (C) or (D) above if made            by Symmetry or a Restricted Subsidiary during such period, EBITDA and Consolidated            Interest Expense for such period shall be calculated after givingproformaeffect thereto as if such Asset Disposition, Investment or acquisition            had occurred on the first day of such period.

For            purposes of this definition, wheneverproformaeffect is to be given to an acquisition of assets, the amount of income            or earnings relating thereto and the amount of Consolidated Interest Expense associated            with any Indebtedness Incurred in connection therewith, theproformacalculations shall be determined in good faith by a responsible            financial or accounting officer of Symmetry. If any Indebtedness bears a floating rate            of interest and is being givenproformaeffect, the interest on such Indebtedness shall be calculated as if the            rate in effect on the date of determination had been the applicable rate for the entire            period (taking into account any Interest Rate Agreement applicable to such Indebtedness            if such Interest Rate Agreement has a remaining term in excess of 12 months). If            any Indebtedness is or was Incurred under a revolving credit facility and is being            givenproformaeffect, the interest on such Indebtedness shall be calculated based on            the average daily balance of such Indebtedness for the four fiscal quarters subject to            theproformacalculation to the extent that such Indebtedness was Incurred solely for            working capital purposes.

“Consolidated Interest            Expense” means, for any period, the total interest            expense of Symmetry and its consolidated Restricted Subsidiaries, plus, to the extent            not included in such total interest expense, and to the extent Incurred by Symmetry or            the Restricted Subsidiaries, without duplication:

|   | (1) | interest expense attributable to Capital Lease                            Obligations; |
|--------|-----|----------------------------------------------------------------------------------------|

 

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|   | (2) | amortization of debt discount and debt issuance                            cost; |
|--------|-----|----------------------------------------------------------------------------------|

|   | (3) | capitalized interest; |
|--------|-----|-----------------------|

|   | (4) | non-cash interest expense; |
|--------|-----|----------------------------|

(5)       commissions, discounts and            other fees and charges owed with respect to letters of credit and bankers’            acceptance financing;

|   | (6) | net payments pursuant to Hedging Obligations; |
|--------|-----|-----------------------------------------------|

(7)       dividends accrued in            respect of all Disqualified Stock of Symmetry and all Preferred Stock of any Restricted            Subsidiary, in each case, held by Persons other than Symmetry or a Restricted            Subsidiary (other than dividends payable solely in Capital Stock (other than            Disqualified Stock) of Symmetry);provided,however, that such dividends will be            multiplied by a fraction, the numerator of which is one and the denominator of which is            one minus the effective combined tax rate of the issuer of such Preferred Stock            (expressed as a decimal) for such period (as estimated by the chief financial officer            of Symmetry in good faith);

(8)       interest incurred in            connection with Investments in discontinued operations;

(9)       interest accruing on any            Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or            secured by the assets of) Symmetry or any Restricted Subsidiary; and

(10)     the cash contributions to any employee            stock ownership plan or similar trust to the extent such contributions are used by such            plan or trust to pay interest or fees to any Person (other than Symmetry or any            Restricted Subsidiary) in connection with Indebtedness Incurred by such plan or            trust.

Notwithstanding anything to the contrary contained herein, commissions,            discounts, yield and other fees and charges incurred in connection with any transaction            (including any Qualified Receivables Transaction) pursuant to which Symmetry or any            Restricted Subsidiary may sell, convey or otherwise transfer or grant a security            interest in any Receivables or Related Assets shall be included in Consolidated            Interest Expense (to the extent not already included therein).

“Consolidated Net            Income” means, for any period, the net income of            Symmetry and its consolidated Subsidiaries;provided,however, that there shall not be included            in such Consolidated Net Income:

(1)       any net income of any            Person (other than Symmetry) if such Person is not a Restricted Subsidiary, except            that:

(A)      subject to the exclusion            contained in clause (4) below, Symmetry’s equity in the net income of any            such Person for such period shall be included in such Consolidated Net Income up to the            aggregate amount of cash actually

             

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distributed by such Person during such period to Symmetry or a            Restricted Subsidiary as a dividend or other distribution (subject, in the case of a            dividend or other distribution paid to a Restricted Subsidiary, to the limitations            contained in clause (3) below); and

(B)      Symmetry’s equity in a net            loss of any such Person for such period shall be included in determining such            Consolidated Net Income;

(2)       any net income (or loss) of            any Person acquired by Symmetry or a Subsidiary of Symmetry in a pooling of interests            transaction (or any transaction accounted for in a manner similar to a pooling of            interests) for any period prior to the date of such acquisition;

(3)       any net income of any            Restricted Subsidiary other than the Company if such Restricted Subsidiary is subject            to restrictions, directly or indirectly, on the payment of dividends or the making of            distributions by such Restricted Subsidiary, directly or indirectly, to Symmetry,            except that:

(A)      subject to the exclusion            contained in clause (4) below, Symmetry’s equity in the net income of any            such Restricted Subsidiary for such period shall be included in such Consolidated Net            Income up to the aggregate amount of cash actually distributed by such Restricted            Subsidiary during such period to Symmetry or another Restricted Subsidiary as a            dividend or other distribution (subject, in the case of a dividend or other            distribution paid to another Restricted Subsidiary, to the limitation contained in this            clause); and

(B)      Symmetry’s equity in a net            loss of any such Restricted Subsidiary for such period shall be included in determining            such Consolidated Net Income;

(4)       any gain (or loss) realized            upon the sale or other disposition of any assets of Symmetry, its consolidated            Subsidiaries or any other Person (including pursuant to any sale-and-leaseback            arrangement) which are not sold or otherwise disposed of in the ordinary course of            business and any gain (or loss) realized upon the sale or other disposition of any            Capital Stock of any Person;

|   | (5) | extraordinary gains or losses; and |
|--------|-----|------------------------------------|

|   | (6) | the cumulative effect of a change in accounting                            principles, |
|--------|-----|----------------------------------------------------------------------------------------|

in            each case, for such period. Notwithstanding the foregoing, for purposes of            Section 4.04 only, there shall be excluded from Consolidated Net Income any            repurchases, repayments or redemptions of Investments, proceeds realized on the sale of            Investments or return of capital to Symmetry or any Restricted Subsidiary to the extent            such repurchases, repayments, redemptions, proceeds or returns increase the amount of            Restricted Payments permitted under clause (a)(3)(D) of Section 4.04.

 

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“Credit            Agent” means (i) JPMorgan Chase Bank, N.A., in its            capacity as collateral agent for the Lenders or any successor thereto, and (ii) any            other Person designated as the “Revolving Credit Agent” pursuant to the            Intercreditor Agreement.

“Credit            Agreement” means the Credit Agreement to be entered            into by and among Symmetry, the Company, Holdings, 632421 N.B. Ltd. (a Wholly Owned            Subsidiary to be amalgamated into Novamerican Steel, which shall assume the obligations            of 632421 N.B. Ltd. under the Credit Agreement upon consummation of the Transactions by            operation of law), the lenders referred to therein, JPMorgan Chase Bank, N.A., as            Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and            CIT Business Credit Canada Inc. and CIT Group/Business Credit Inc., as Syndication            Agents, together with the related documents thereto (including any Guarantees and            security documents), as amended, extended, renewed, restated, supplemented or otherwise            modified (in whole or in part, and without limitation as to amount, terms, conditions,            covenants and other provisions) from time to time, and any agreement (and related            document) governing Indebtedness Incurred to Refinance, in whole or in part, the            borrowings then outstanding under such Credit Agreement or a successor Credit Agreement            or Incurred pursuant to commitments that replace the commitments under such Credit            Agreement, whether by the same or any other lender or group of lenders.

“Credit Agreement            Obligations” means (i) the obligations of Symmetry            and its Subsidiaries under the Credit Agreement, including, without limitation,            (A) the due and punctual payment of the principal of and interest (including            interest accruing during the pendency of any bankruptcy, insolvency, receivership or            similar proceeding, regardless of whether allowed or allowable in such proceeding) on            the borrowings thereunder, when and as due, whether at maturity, by acceleration, upon            one or more dates set for prepayment or otherwise, (B) each payment required to be            made under the Credit Agreement in respect of any bankers’ acceptances issued            thereunder, when and as due, (C) each payment required to be made under the Credit            Agreement in respect of any letter of credit issued thereunder, when and as due,            including payments in respect of reimbursement of disbursements, interest thereon, and            any obligation to provide cash collateral and (D) all other monetary obligations            of Symmetry and its Subsidiaries under the Credit Agreement, including in respect of            fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent,            fixed or otherwise (including any monetary obligations Incurred during the pendency of            bankruptcy, insolvency, receivership or similar proceeding, regardless of whether            allowed or allowable in such proceeding), (ii) the due and punctual performance of            all other obligations of Symmetry and its Subsidiaries under the Credit Agreement and            (iii) all Hedging Obligations of Symmetry and its Subsidiaries and all obligations            of Symmetry and its Subsidiaries in respect of any treasury management services            (including controlled disbursements, zero balance arrangements, cash sweep, automated            clearinghouse transactions, return items, overdrafts, temporary advances, interest and            fees and interstate depository network services) provided to Symmetry or any of its            Subsidiaries, in each case secured pursuant to the Credit Agreement.

“Currency            Agreement” means any foreign exchange contract,            currency swap agreement or other similar agreement with respect to currency            values.

“Default”            means any event which is, or after notice or passage of time or both would be, an Event            of Default.

 

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“Disqualified            Stock” means, with respect to any Person, any Capital            Stock which by its terms (or by the terms of any security into which it is convertible            or for which it is exchangeable at the option of the holder thereof) or upon the            happening of any event:

(1)       matures or is mandatorily            redeemable (other than redeemable only for Capital Stock of such Person which is not            itself Disqualified Stock) pursuant to a sinking fund obligation or            otherwise;

(2)       is convertible or            exchangeable at the option of the holder thereof for Indebtedness or Disqualified            Stock; or

(3)       is mandatorily redeemable            or must be purchased upon the occurrence of certain events or otherwise, in whole or in            part,

in            each case on or prior to the first anniversary after the Stated Maturity of the            Securities;provided,however, that any Capital Stock that would            not constitute Disqualified Stock but for the provisions thereof giving holders thereof            the right to require such Person to purchase or redeem such Capital Stock upon the            occurrence of an “asset sale” or a “change of control” prior to            the first anniversary after the Stated Maturity of the Securities shall not constitute            Disqualified Stock if (A) the “asset sale” or “change of            control” provisions applicable to such Capital Stock are not more favorable to            the holders of such Capital Stock than the terms applicable to the Securities in            Sections 4.06 and 4.12 and (B) any such requirement only becomes operative after            compliance with such terms applicable to the Securities, including the purchase of any            Securities tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed            redemption, repayment or repurchase price will be calculated in accordance with the            terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or            repurchased on any date on which the amount of such Disqualified Stock is to be            determined pursuant to this Indenture;provided,however, that if such Disqualified Stock            could not be required to be redeemed, repaid or repurchased at the time of such            determination, the redemption, repayment or repurchase price will be the book value of            such Disqualified Stock as reflected in the most recent financial statements of such            Person.

“Domestic            Subsidiary” means any Subsidiary of Symmetry other than            a Foreign Subsidiary.

“EBITDA”            for any period means the sum of Consolidated Net Income,plusthe following to the extent deducted            in calculating such Consolidated Net Income:

(1)       all income tax expense of            Symmetry and its consolidated Restricted Subsidiaries;plus

|   | (2) | Consolidated Interest Expense;plus |
|--------|-----|------------------------------------|

(3)       depreciation and            amortization expense of Symmetry and its consolidated Restricted Subsidiaries            (excluding amortization expense attributable to a prepaid item that was paid in cash in            a prior period);plus

 

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(4)       (x) all other non-cash            charges of Symmetry and its consolidated Restricted Subsidiaries (excluding any such            non-cash charge to the extent that it represents an accrual of or reserve for cash            expenditures in any future period),less(y) all non-cash items of income of Symmetry and its consolidated            Restricted Subsidiaries (other than accruals of revenue by Symmetry and its            consolidated Restricted Subsidiaries in the ordinary course of business),

in            each case for such period. Notwithstanding the foregoing, the provision for taxes based            on the income or profits of, and the depreciation and amortization and non-cash charges            of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA            only to the extent (and in the same proportion, including by reason of minority            interests) that the net income or loss of such Restricted Subsidiary was included in            calculating Consolidated Net Income and only if a corresponding amount would be            permitted at the date of determination to be dividended or otherwise distributed to            Symmetry 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.

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

“Exchange Offer Registration            Statement” has the meaning assigned to such term in the            Appendix.

“Exchange            Securities” means the debt securities of the Company            issued pursuant to this Indenture in exchange for, and in an aggregate principal amount            equal to, the Initial Securities, in compliance with the terms of the Registration            Rights Agreement.

“Existing            Warrants” means the warrants to purchase common stock            of Symmetry issued by Symmetry pursuant to the Warrant Agreement dated March 5,            2007 (as amended as of June 21, 2007), between Symmetry and Continental Stock            Transfer & Trust Company, as warrant agent, that are outstanding and            unexercised on the Issue Date.

“Fair Market            Value” means, with respect to any asset or property,            the price which could be negotiated in an arm’s length, free market transaction,            for cash, between a willing seller and a willing and able buyer, neither of whom is            under undue pressure or compulsion to complete the transaction. Fair Market Value will            be determined in good faith by (x) in the case of any asset or property with a            Fair Market Value less than $5,000,000, the chief financial officer of Symmetry, and            (y) in the case of any other assets or property, the Board of Directors of            Symmetry, whose determination will be conclusive and evidenced by a resolution of such            Board of Directors;provided,however, that for purposes of            clause (a)(3)(B) under Section 4.04, if the Fair Market Value of the property or            assets in question is so determined to be in excess of $25,000,000, such determination            must be confirmed by an Independent Qualified Party.

“First-Priority            Assets” means any and all of the following assets and            properties, other than any such assets or properties that constitute Second-Priority            Assets: (i)(a) Equipment (including fixtures); (b) Documents;            (c) General Intangibles (including Intellectual Property); (d) Instruments;            (e) Investment Property; (f) Letter of Credit Rights; (g) Commercial            Tort

 

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Claims; (h) books and records related to foregoing; and            (i) Proceeds (including insurance Proceeds) and products of any and all of the            foregoing and collateral and security guarantees given by any Person with respect to            any of the foregoing, in the case of clauses (i)(a) through (i)(i) above, owned by            the Company or any Guarantor; (ii)(a) shares of Capital Stock owned by the Company or            any Guarantor and the certificates representing such Capital Stock (the            “Pledged Capital            Stock”);providedthat (1) the Pledged Capital Stock issued by any CFC will not            include more than 66% of the issued and outstanding voting Capital Stock of such CFC            and (2) the Pledged Capital Stock will exclude any Capital Stock issued by any            Non-Wholly Owned Subsidiary (and any Capital Stock issued by any Special Purpose Holdco            with respect to any such Non-Wholly Owned Subsidiary) to the extent the organizational            documents of such Non-Wholly Owned Subsidiary or related joint venture or similar            agreements would prohibit a pledge of such Capital Stock without the consent of the            equityholders thereof (other than Symmetry and its Subsidiaries); (b) debt            securities owned by the Company or any Guarantor and the promissory note and other            instruments evidencing all such debt securities; (c) payments of principal or            interest, dividends, cash, instruments and other property from time to time received,            receivable or otherwise distributed in respect of, in exchange for or upon the            conversion of, and all other Proceeds received in respect of, the securities referred            to in clauses (ii)(a) and (ii)(b) above; and (d) all Proceeds of any of the            foregoing; and (iii)(a) each parcel of real property and improvements thereto owned by            the Company or any Guarantor that has a book or fair market value in excess of            $1,000,000 and all Proceeds thereof (in the case of any of the foregoing assets or            properties, whether owned on the Issue Date or thereafter acquired). Capitalized terms            used in this definition but not defined in this Indenture have the meanings assigned to            such terms in the Collateral Agreement.

“First-Priority            Collateral” means any and all of the First-Priority            Assets in which the Collateral Agent, for the benefit of the Secured Parties, has a            first-priority security interest securing the Notes Obligations.

“First-Priority            Obligations” means the Notes Obligations and the Other            First-Priority Obligations.

“Foreign Restricted            Subsidiary” means any Restricted Subsidiary that is a            Foreign Subsidiary.

“Foreign            Subsidiary” means any Subsidiary of Symmetry that is            not organized under the laws of the United States of America or any State thereof or            the District of Columbia.

“GAAP”            means generally accepted accounting principles in the United States of America as in            effect as of the Issue Date, including those set forth in:

(1)       the opinions and            pronouncements of the Accounting Principles Board of the American Institute of            Certified Public Accountants;

(2)       statements and            pronouncements of the Financial Accounting Standards Board;

(3)       such other statements by            such other entity as approved by a significant segment of the accounting profession;            and

 

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(4)       the rules and regulations            of the SEC governing the inclusion of financial statements (includingproformafinancial statements) in periodic reports required to be filed pursuant            to Section 13 of the Exchange Act, including opinions and pronouncements in staff            accounting bulletins and similar written statements from the accounting staff of the            SEC.

“Guarantee”            means any obligation, contingent or otherwise, of any Person directly or indirectly            guaranteeing any Indebtedness of any other Person and any obligation, direct or            indirect, contingent or otherwise, of such other Person:

(1)       to purchase or pay (or            advance or supply funds for the purchase or payment of) such 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, to take-or-pay or to            maintain financial statement conditions or otherwise); or

(2)       entered into for the            purpose 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);

provided,however, that the term            “Guarantee” shall not include endorsements for collection or deposit in the            ordinary course of business. The term “Guarantee” used as a verb has a            corresponding meaning. The term “guarantor” shall mean any Person            Guaranteeing any obligation.

“Guarantor”            means Symmetry and each Subsidiary Guarantor.

“Guaranty            Agreement” means a supplemental indenture, in a form            reasonably satisfactory to the Trustee, pursuant to which a Guarantor Guarantees the            Company’s obligations with respect to the Securities on the terms provided for in            this Indenture.

“Hedging            Agreement” means any agreement with respect to any            swap, forward, future or derivative transaction or option or similar agreement            involving, or settled by reference to, one or more rates, currencies, commodities,            equity or debt instruments or securities, or economic, financial or pricing indices or            measures of economic, financial or pricing risk or value or any similar transaction or            any combination of these transactions;providedthat no phantom stock, deferred compensation or similar plan providing            for payments only on account of services provided by current or former directors,            officers, employees or consultants of Symmetry or any Restricted Subsidiary shall be a            Hedging Agreement.

“Hedging            Obligations” of any Person means the obligations of            such Person pursuant to any Hedging Agreement.

“Holder”            means the Person in whose name a Security is registered on the Registrar’s            books.

“Holdings”            means Novamerican Steel Holdings Inc., a Delaware corporation.

 

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“Incur”            means issue, assume, Guarantee, incur or otherwise become liable for;provided,however, that any Indebtedness of a Person            existing at the time such Person becomes a Restricted Subsidiary (whether by merger,            consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person            at the time it becomes a Restricted Subsidiary. The term “Incurrence” when            used as a noun shall have a correlative meaning. Solely for purposes of determining            compliance with Section 4.03:

(1)       amortization of debt            discount or the accretion of principal with respect to a non-interest bearing or other            discount security;

(2)       the payment of regularly            scheduled interest in the form of additional Indebtedness of the same instrument or the            payment of regularly scheduled dividends on Capital Stock in the form of additional            Capital Stock of the same class and with the same terms; and

(3)       the obligation to pay a            premium in respect of Indebtedness arising in connection with the issuance of a notice            of redemption or the making of a mandatory offer to purchase such            Indebtedness,

will            not be deemed to be the Incurrence of Indebtedness.

“Indebtedness”            means, with respect to any Person on any date of determination (without            duplication):

(1)       the principal in respect of            (A) indebtedness of such Person for money borrowed and (B) indebtedness            evidenced by notes, debentures, bonds or other similar instruments for the payment of            which such Person is responsible or liable, including, in each case, any premium on            such indebtedness to the extent such premium has become due and payable;

(2)       all Capital Lease            Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback            Transactions entered into by such Person;

(3)       all obligations of such            Person issued or assumed as the deferred purchase price of property, all conditional            sale obligations of such Person and all obligations of such Person under any title            retention agreement (but excluding any accounts payable or other liability to trade            creditors arising in the ordinary course of business);

(4)       all obligations of such            Person for the reimbursement of any obligor on any letter of credit, bankers’            acceptance or similar credit transaction (other than obligations with respect to            letters of credit securing obligations (other than obligations described in clauses            (1) through (3) above) entered into in the ordinary course of business of            such Person to the extent such letters of credit are not drawn upon or, if and to the            extent drawn upon, such drawing is reimbursed no later than the tenth Business Day            following payment on the letter of credit);

|   | (5) | the amount of all obligations of such Person with                            respect to the |
|--------|-----|---------------------------------------------------------------------------------------------|

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redemption, repayment or other repurchase of any Disqualified Stock of            such Person or,

with respect to any Preferred Stock of any Subsidiary of such Person,            the principal amount of such Preferred Stock to be determined in accordance with this            Indenture (but excluding, in each case, any accrued dividends);

(6)       all obligations of the type            referred to in clauses (1) through (5) above of other Persons and all            dividends of other Persons for the payment of which, in either case, such Person is            responsible or liable, directly or indirectly, as obligor, guarantor or otherwise,            including by means of any Guarantee;

(7)       all obligations of the type            referred to in clauses (1) through (6) above of other Persons secured by any            Lien on any property or asset of such Person (whether or not such obligation is assumed            by such Person), the amount of such obligation being deemed to be the lesser of the            Fair Market Value of such property or assets and the amount of the obligation so            secured; and

(8)       to the extent not otherwise            included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by            Symmetry or any Restricted Subsidiary of any business, the term            “Indebtedness” will exclude post-closing payment adjustments to which the            seller may become entitled to the extent such payment is determined by a final closing            balance sheet or such payment depends on the performance of such business after the            closing;provided,however, that, at the time of closing, the            amount of any such payment is not determinable and, to the extent such payment            thereafter becomes fixed and determined, the amount is paid within 60 days            thereafter.

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;provided,however, that in the case of Indebtedness            sold at a discount, the amount of such Indebtedness at any time will be the accreted            value thereof at such time.

“Indenture”            means this Indenture as amended or supplemented from time to time.

“Independent Qualified            Party” means an investment banking firm, accounting            firm or appraisal firm of national standing;provided,however, that such firm is not an Affiliate            of Symmetry.

“Initial            Securities” means $315,000,000 aggregate principal            amount of 11.5% Senior Secured Notes Due 2015 issued on the Issue Date pursuant to this            Indenture.

“Intercompany            Loans” means (i) the Company’s loan of            $125,000,000 of the gross proceeds from the sale of the Initial Securities to 632421 N.            B. Ltd. (a Wholly Owned Subsidiary to be amalgamated into Novamerican Steel on the            Issue Date, which loan obligations shall be assumed by Novamerican Steel by operation            of law upon consummation of the Transactions), on the Issue Date and (ii) any            additional amounts from time to time loaned by the Company to Novamerican Steel on or            after the Issue Date (excluding loans made in the ordinary course of business in            connection with centralized cash management arrangements).

 

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“Intercompany            Note” means one or more senior secured demand            promissory notes evidencing Intercompany Loans.

“Intercompany Note            Assets” means any and all of the following assets and            properties owned by Novamerican Steel, whether owned on the Issue Date or thereafter            acquired: (i)(a) Canadian ABL Assets; (b) Equipment (including fixtures);            (c) Documents; (d) General Intangibles (including Intellectual Property);            (e) Instruments; (f) Investment Property; (g) Letter of Credit Rights;            (h) Commercial Tort Claims; (i) books and records related to foregoing; and            (j) Proceeds (including insurance Proceeds) and products of any and all of the            foregoing and collateral and security guarantees given by any Person with respect to            any of the foregoing; (ii)(a) shares of Capital Stock and the certificates representing            such Capital Stock (excluding any Capital Stock issued by any Subsidiary of Novamerican            Steel that is a Non-Wholly Owned Subsidiary (and any Capital Stock issued by any            Special Purpose Holdco with respect to any such Non-Wholly Owned Subsidiary) to the            extent the organizational documents of such Non-Wholly Owned Subsidiary or related            joint venture or similar agreements would prohibit a pledge of such Capital Stock            without the consent of the equityholders thereof (other than Symmetry and its            Subsidiaries)); (b) debt securities and the promissory note and other instruments            evidencing all such debt securities; (c) payments of principal or interest,            dividends, cash, instruments and other property from time to time received, receivable            or otherwise distributed in respect of, in exchange for or upon the conversion of, and            all other Proceeds received in respect of, the securities referred to in clauses            (ii)(a) and (ii)(b) above; and (d) all Proceeds of any of the foregoing; and            (iii)(a) each parcel of real property and improvements thereto that has a book or fair            market value in excess of $1,000,000 and all Proceeds thereof. Capitalized terms used            in this definition but not defined in this Indenture have the meanings assigned to such            terms in the Collateral Agreement.

“Intercompany Note            Collateral” means the Intercompany Note Assets in which            the Canadian Collateral Agent, for the benefit of the Company and its successors and            assigns, has a security interest securing the Intercompany Obligations.

“Intercompany Note Collateral            Account” means an account maintained by Novamerican            Steel in the name of the Canadian Collateral Agent into which net cash proceeds in            respect of the Intercompany Note Collateral are required to be deposited pursuant to            this Indenture, the Intercreditor Agreement, the Intercompany Note Security Documents            or the Security Documents.

“Intercompany Note            Documents” means the Intercompany Notes, the            Intercompany Security Documents and all other instruments, agreements and other            documents evidencing or governing the Intercompany Loans evidenced by the Intercompany            Notes, and all schedules, exhibits and annexes to each of the foregoing.

“Intercompany Note Security            Documents” means one or more security agreements,            control agreements, pledge agreements, mortgages, deeds of trust and collateral            assignments entered into by Novamerican Steel, the Canadian Collateral Agent or the            Company, defining the terms of the security interests in the Intercompany Note            Collateral securing the Intercompany Obligations.

 

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“Intercompany            Obligations” means the obligations of Novamerican Steel            under the Intercompany Notes and the Intercompany Note Documents.

“Intercreditor            Agreement” means the Lien Subordination and            Intercreditor Agreement dated as of the Issue Date, among Symmetry, Holdings, the            Company and certain other Subsidiaries of Symmetry, the Credit Agent and the Trustee,            as amended (including any amendment and restatement thereof), supplemented or otherwise            modified or replaced from time to time.

“Interest Rate            Agreement” means any interest rate swap agreement,            interest rate cap agreement or other financial agreement or arrangement with respect to            exposure to changes in interest rates.

“Investment”            in any Person means any direct or indirect advance, loan (other than advances to            customers in the ordinary course of business that are recorded as accounts receivable            on the balance sheet of the lender) or other extensions of credit (including by way of            Guarantee or similar arrangement) or capital contribution to (by means of any transfer            of cash or other property to others or any payment for property or services for the            account or use of others), or any purchase or acquisition of Capital Stock,            Indebtedness or other similar instruments issued by such Person. If Symmetry or any            Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a            Person that is a Restricted Subsidiary such that, after giving effect thereto, such            Person is no longer a Restricted Subsidiary, any Investment by Symmetry or any            Restricted Subsidiary in such Person remaining after giving effect thereto will be            deemed to be a new Investment at such time. Except as otherwise provided for herein,            the amount of an Investment shall be its Fair Market Value at the time the Investment            is made and without giving effect to subsequent changes in value.

For            purposes of the definition of “Unrestricted Subsidiary”, the definition of            “Restricted Payment” and Section 4.04, “Investment” shall            include:

(1)       the portion (proportionate            to Symmetry’s equity interest in such Subsidiary) of the Fair Market Value of the            net assets of any Subsidiary of Symmetry at the time that such Subsidiary is designated            an Unrestricted Subsidiary;provided*,*however, that upon a redesignation of such            Subsidiary as a Restricted Subsidiary, Symmetry shall be deemed to continue to have a            permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if            positive) equal to (A) Symmetry’s “Investment” in such            Subsidiary at the time of such redesignation less (B) the portion (proportionate            to Symmetry’s equity interest in such Subsidiary) of the Fair Market Value of the            net assets of such Subsidiary at the time of such redesignation; and

(2)       any property transferred to            or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time            of such transfer.

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

“Issue Date Asset            Sales” means the sale by certain Subsidiaries of            Novamerican Steel Inc. of the aircraft and real estate assets identified in the            Arrangement Agreement, on the

 

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terms            and conditions consistent with those set forth in the Arrangement Agreement, for            aggregate cash consideration of not less than $15,000,000.

“Issue Date            Sale/Leaseback” means the transaction to be consummated            on the Issue Date pursuant to which Novamerican Steel will enter into a sale leaseback            transaction in respect of its headquarters and certain plant assets identified in the            Arrangement Agreement, on terms and conditions consistent with those set forth in the            Arrangement Agreement, for aggregate cash consideration of not less than            $11,000,000.

“Legal            Holiday” means a Saturday, a Sunday or a day on which            banking institutions are not required to be open in the State of New York.

“Lenders”            has the meaning assigned to such term in the Credit Agreement.

“Lien”            means any mortgage, pledge, security interest, hypothecation, encumbrance, lien or            charge of any kind (including any conditional sale or other title retention agreement            or lease in the nature thereof).

“Net Available            Cash” from an Asset Disposition means cash payments            received therefrom (including any cash payments received by way of deferred payment of            principal pursuant to a note or installment receivable or otherwise and proceeds from            the sale or other disposition of any securities received as consideration, but only as            and when received, but excluding any other consideration received in the form of            assumption by the acquiring Person of Indebtedness or other obligations relating to            such properties or assets or received in any other non-cash form), in each case net            of:

(1)       all legal, accounting and            investment banking fees, appraisal and title and recording tax expenses, commissions            and other fees and expenses incurred, and all Federal, state, provincial, foreign and            local taxes required to be accrued as a liability under GAAP, as a consequence of such            Asset Disposition;

(2)       all payments required to be            made on any Indebtedness that is secured by any assets subject to such Asset            Disposition, in accordance with the terms of any Lien upon or other security agreement            of any kind with respect to such assets, or which must by its terms, or in order to            obtain a necessary consent to such Asset Disposition, be repaid as a result of such            Asset Disposition;provided,however, that in the case of any Asset            Disposition subject to paragraph (a) of Section 4.06, for purposes of this            clause (2) the aggregate amount of any such payments made with respect to any such            Asset Disposition shall not exceed the Fair Market Value of the Second-Priority Assets            and the Canadian ABL Assets subject thereto (including, in the case of any Asset            Disposition of any shares of Capital Stock of any Restricted Subsidiary, the Fair            Market Value of the Second-Priority Assets and the Canadian ABL Assets owned by such            Restricted Subsidiary), as determined by the Board of Directors of Symmetry in good            faith;

(3)       all payments made on any            Indebtedness that are required by applicable law as a result of such Asset            Disposition;

 

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(4)       all distributions and other            payments required to be made to minority interest holders in Restricted Subsidiaries as            a result of such Asset Disposition;

(5)       the deduction of            appropriate amounts provided by the seller as a reserve, in accordance with GAAP,            against any liabilities associated with the property or other assets disposed in such            Asset Disposition and retained by Symmetry or any Restricted Subsidiary after such            Asset Disposition; and

(6)       any portion of the purchase            price from an Asset Disposition placed in escrow, whether as a reserve for adjustment            of the purchase price, for satisfaction of indemnities in respect of such Asset            Disposition or otherwise in connection with that Asset Disposition;provided,however, that upon the termination of that            escrow, Net Available Cash will be increased by any portion of funds in the escrow that            are released to Symmetry or any Restricted Subsidiary.

“Net Cash            Proceeds”, with respect to any issuance or sale of            Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of            attorneys’ fees, accountants’ fees, underwriters’ or placement            agents’ fees, discounts or commissions and brokerage, consultant and other fees            and expenses actually incurred in connection with such issuance or sale and net of            taxes paid or payable as a result thereof.

“Non-ABL Intercompany Note            Assets” means Intercompany Note Assets that do not            constitute Canadian ABL Assets.

“Non-Wholly Owned            Subsidiary” means a Restricted Subsidiary that is not a            Wholly Owned Subsidiary.

“Novamerican            Steel” means Novamerican Steel Inc., a Canadian            corporation, after giving effect to the Transactions.

“Notes Collateral            Account” means an account maintained by the Company in            the name of the Trustee with any financial institution reasonably designated by the            Trustee, after consultation with the Company, into which net cash proceeds in respect            of the First-Priority Collateral is required to be deposited pursuant to this            Indenture.

“Note            Guarantee” means a Guarantee by a Guarantor of the            Company’s obligations with respect to the Securities.

“Notes            Obligations” means (i) the Indebtedness evidenced            by the Securities and all Obligations in respect thereof, including principal, premium            (if any), interest (including additional interest, if any, and interest accruing on or            after the filing of any petition in bankruptcy or for reorganization relating to the            Company or any Guarantor whether or not a claim for post-filing interest is allowed in            such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees and            all other amounts payable thereunder or in respect thereof, and (ii) any other            obligations of Symmetry, the Company or any Subsidiary Guarantor under this Indenture,            the Securities, the Security Documents and any other document or instrument executed            and delivered pursuant to the foregoing.

 

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“Obligations”            means with respect to any Indebtedness, all obligations for principal, premium,            interest, penalties, fees, indemnifications, reimbursements, and other amounts payable            pursuant to the documentation governing such Indebtedness.

“Offering            Memorandum” means the Offering Memorandum dated            November 14, 2007, relating to the Securities.

“Officer”            means the Chairman of the Board, the President, the Chief Executive Officer, the Chief            Financial Officer, any Vice President, the Treasurer or the Secretary of the Company or            Symmetry, as applicable.

“Officers’            Certificate” means a certificate signed by two            Officers;providedthat, in the case            of an Officers’ Certificate delivered pursuant to Section 4.16, one of such            Officers shall be the principal executive, financial or accounting officer of the            Company.

“Opinion of            Counsel” means a written opinion from legal counsel who            is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel            to the Company or the Trustee.

“Other First-Priority            Obligations” means any Refinancing Indebtedness in            respect of the Securities that is designated by the Company as “Other            First-Priority Obligations” for purposes of this Indenture and all Obligations in            respect thereof, including principal, premium (if any), interest (including interest            accruing on or after the filing of any petition in bankruptcy or for reorganization            relating to the Company or any Guarantor whether or not a claim for post-filing            interest is allowed in such proceedings), fees, charges, expenses, reimbursement            obligations, Guarantees and all other amounts payable thereunder or in respect            thereof;provided,however, that, if such Refinancing            Indebtedness contains or otherwise has the benefit of provisions effectively requiring            that proceeds from sales or transfers of property or assets by Symmetry or any            Subsidiary of Symmetry be applied to repay, redeem or retire, or offer to repay, redeem            or retire, such Refinancing Indebtedness, the terms thereof shall be no more favorable            to the holders of such Refinancing Indebtedness than those set forth in this Indenture            for the benefit of the Holders.

“Permitted Factoring            Transaction” means any transaction or series of            transactions entered into by Symmetry or any of the Restricted Subsidiaries pursuant to            which Symmetry or such Restricted Subsidiary sells, conveys or otherwise transfers (or            purports to sell, convey or otherwise transfer) Receivables and Related Assets of            Symmetry or such Restricted Subsidiary to a non-related third party factor on market            terms as determined in good faith by the Board of Directors of Symmetry;providedthat (i) no portion of any            Indebtedness deemed to exist as a result of such Permitted Factoring Transaction            (x) is Incurred by Symmetry or any of the Restricted Subsidiaries, (y) is            recourse to Symmetry or any of the Restricted Subsidiaries and (z) is secured            (contingently or otherwise) by any Lien on assets of Symmetry or any of the Restricted            Subsidiaries (other than by the Receivables and Related Assets to be sold, conveyed or            transferred to the third party factor), and (ii) such Permitting Factoring            Transaction is consummated pursuant to customary contracts, arrangements or agreements            entered into with respect to the sale, purchase or servicing of Receivables and Related            Assets on market terms for similar factoring.

 

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“Permitted            Investment” means an Investment by Symmetry or any            Restricted Subsidiary in:

(1)       Symmetry, a Restricted            Subsidiary or a Person that will, upon the making of such Investment, become a            Restricted Subsidiary;provided,however, that the primary business of such            Restricted Subsidiary is a Related Business;

(2)       another Person if, as a            result of such Investment, such other Person is merged or consolidated with or into, or            transfers or conveys all or substantially all its assets to, Symmetry or a Restricted            Subsidiary;provided,however, that such Person’s primary            business is a Related Business;

|   | (3) | cash and Temporary Cash Investments; |
|--------|-----|--------------------------------------|

(4)       receivables owing to            Symmetry 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 Symmetry or any such Restricted Subsidiary deems            reasonable under the circumstances;

(5)       payroll, travel and similar            advances to cover matters that are expected at the time of such advances ultimately to            be treated as expenses for accounting purposes and that are made in the ordinary course            of business;

(6)       loans or advances to            employees made in the ordinary course of business consistent with past practices of            Symmetry or such Restricted Subsidiary;

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

(8)       any Person to the extent            such Investment represents the non-cash portion of the consideration received for            (i) an Asset Disposition as permitted pursuant to Section 4.06 or (ii) a            disposition of assets not constituting an Asset Disposition;

(9)       any Person where such            Investment was acquired by Symmetry or any of the Restricted Subsidiaries (a) in            exchange for any other Investment or accounts receivable held by Symmetry or any such            Restricted Subsidiary in connection with or as a result of a bankruptcy, workout,            reorganization or recapitalization of the issuer of such other Investment or accounts            receivable or (b) as a result of a foreclosure by Symmetry or any of the            Restricted Subsidiaries with respect to any secured Investment or other transfer of            title with respect to any secured Investment in default;

(10)     any Person to the extent such            Investments consist of prepaid expenses, negotiable instruments held for collection and            lease, utility and workers’ compensation, performance and other similar deposits            made in the ordinary course of business by Symmetry or any Restricted            Subsidiary;

 

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(11)     any Person to the extent such            Investments consist of Hedging Obligations or Guarantees of Indebtedness otherwise            permitted under Section 4.03;

(12)     any Person to the extent such            Investment exists on the Issue Date, and any extension, modification or renewal of any            such Investments existing on the Issue Date, but only to the extent not involving            additional advances, contributions or other Investments of cash or other assets or            other increases thereof (other than as a result of the accrual or accretion of interest            or original issue discount or the issuance of pay-in-kind securities, in each case,            pursuant to the terms of such Investment as in effect on the Issue Date);

(13)     Unrestricted Subsidiaries or joint            ventures to the extent such Investments, when taken together with all other Investments            made pursuant to this clause (13) and outstanding on the date such Investment is            made, do not exceed $15,000,000;

(14)     an Investment in a Receivables Entity            or any Investment by a Receivables Entity in any other Person in connection with a            Qualified Receivables Transaction, including Investments of funds held in accounts            permitted or required by the arrangements governing such Qualified Receivables            Transaction or any related Indebtedness; and

(15)     any Persons to the extent such            Investments, when taken together with all other Investments made pursuant to this            clause (15) and outstanding on the date such Investment is made, do not exceed            $15,000,000.

“Permitted            Liens” means, with respect to any Person:

(1)       pledges or deposits by such            Person under worker’s compensation laws, unemployment insurance laws or other            social security laws or regulations in respect of health, disability, retirement or            other employee benefits or similar legislation, or good faith deposits in connection            with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to            which such Person is a party, or deposits to secure public or statutory obligations of            such Person, or deposits of cash or United States government bonds to secure surety, or            appeal bonds to which such Person is a party, or deposits as security for contested            taxes or import duties or for the payment of rent, or deposits securing obligations to            insurance carriers under insurance or self-insurance arrangements, in each case            Incurred in the ordinary course of business;

(2)       Liens imposed by law, such            as carriers’, warehousemen’s, mechanics’ and similar Liens, in each            case for sums not yet due or being contested in good faith by appropriate proceedings            or other Liens arising out of judgments or awards against such Person with respect to            which such Person shall then be proceeding with an appeal or other proceedings for            review and Liens arising solely by virtue of any statutory or common law provision            relating to banker’s Liens, rights of set-off or similar rights and remedies as            to deposit accounts or other funds maintained with a creditor depository            institution;provided,however, that (A) such deposit account            is not a dedicated cash collateral account and is not subject to restrictions against            access by Symmetry in excess

             

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of those set forth by regulations promulgated by the Federal Reserve            Board and (B) such deposit account is not intended by Symmetry or any Restricted            Subsidiary to provide collateral to the depository institution;

(3)       Liens for property taxes            not yet subject to penalties for non-payment or which are being contested in good faith            by appropriate proceedings;

(4)       Liens in favor of issuers            of surety bonds or letters of credit issued pursuant to the request of and for the            account of such Person in the ordinary course of its business;provided,however, that such letters of credit do not            constitute Indebtedness;

(5)       minor survey exceptions,            minor encumbrances, easements or reservations of, or rights of others for, licenses,            rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar            purposes, or zoning or other restrictions as to the use of real property or Liens            incidental to the conduct of the business of such Person or to the ownership of its            properties which were not Incurred in connection with Indebtedness and which do not in            the aggregate materially adversely affect the value of said properties or materially            impair their use in the operation of the business of such Person;

(6)       Liens securing Indebtedness            Incurred pursuant to clause (b)(11) of Section 4.03;provided,however, that the Lien may not extend to            any other property owned by such Person or any of its Restricted Subsidiaries at the            time the Lien is Incurred (other than assets and property affixed or appurtenant            thereto), and the Indebtedness (other than any interest thereon) secured by the Lien            may not be Incurred more than 270 days after the later of the acquisition,            completion of construction, repair, improvement, addition or commencement of full            operation of the property subject to the Lien;

(7)       Liens on Receivables and            Related Assets of the type specified in the definition of “Qualified Receivables            Transaction” Incurred in connection with a Qualified Receivables            Transaction;

|   | (8) | Liens existing on the Issue Date; |
|--------|-----|-----------------------------------|

(9)       Liens on property or shares            of Capital Stock of another Person at the time such other Person becomes a Subsidiary            of such Person (other than a Lien Incurred in connection with, or to provide all or any            portion of the funds or credit support utilized to consummate, the transaction or            series of transactions pursuant to which such Person becomes such a Subsidiary);provided,however, that the Liens may not extend to            any other property owned by such Person or any of its Restricted Subsidiaries (other            than assets and property affixed or appurtenant thereto);

(10)     Liens on property at the time such            Person or any of its Subsidiaries acquires the property, including any acquisition by            means of a merger or consolidation with or into such Person or a Subsidiary of such            Person (other than a Lien Incurred in connection with, or to provide all or any portion            of the funds or credit support utilized to consummate, the transaction or series of            transactions pursuant to which such Person or any of its Subsidiaries acquired such            property);provided,however, that the Liens may

             

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not extend to any other property owned by such Person or any of its            Restricted Subsidiaries (other than assets and property affixed or appurtenant            thereto);

(11)     Liens securing Indebtedness or other            obligations of a Subsidiary of such Person owing to such Person or a Wholly Owned            Subsidiary;

(12)     Liens securing Hedging Obligations so            long as such Hedging Obligations are permitted to be Incurred under this            Indenture;

(13)     Liens to secure any Refinancing (or            successive Refinancings) as a whole, or in part, of any Indebtedness secured by any            Lien referred to in the foregoing clause (6), (8), (9) or (10);providedthat (A) no Liens may be            Incurred pursuant to this clause (13) in respect of First-Priority Collateral,            except to the extent the Liens on such First-Priority Collateral are Incurred in            connection with any Refinancing Indebtedness that Refinanced Indebtedness that was            secured by Permitted Liens described under clauses (6), (9) or (10) hereof            and (B) no Liens may be Incurred pursuant to this clause (13) in respect of            Intercompany Note Collateral, except to the extent the Liens on such Intercompany Note            Collateral are Incurred in connection with any Refinancing Indebtedness that Refinanced            Indebtedness that was secured by Permitted Liens described under clauses (6), (9)            or (10) hereof; andprovidedfurtherthat:

(A)      such new Lien shall be limited to            all or part of the same property and assets that secured or, under the written            agreements pursuant to which the original Lien arose, could secure the original Lien            (plus improvements and accessions to, such property or proceeds or distributions            thereof); and

(B)      the Indebtedness secured by such            Lien at such time is not increased to any amount greater than the sum of (x) the            outstanding principal amount or, if greater, committed amount of the Indebtedness            described under clause (6), (8), (9) or (10) at the time the original            Lien became a Permitted Lien and (y) an amount necessary to pay any fees and            expenses, including premiums, related to such refinancing, refunding, extension,            renewal or replacement;

(14)     Liens securing Credit Agreement            Obligations in respect of any Indebtedness Incurred pursuant to clause (b)(1) of            Section 4.03;providedthat (A)(1)            any such Liens on First-Priority Assets shall not rank prior to orparipassuwith            the Liens on the First-Priority Assets securing the Notes Obligations and (2) the            holder of such Lien (x) becomes party to the Intercreditor Agreement, or agrees to            be bound by the terms of the Intercreditor Agreement, and (y) agrees to have the            obligations of the Person that are secured by the property subject to such Lien treated            as Junior Obligations (as defined in the Intercreditor Agreement), and (B) any            such Liens on Non-ABL Intercompany Note Assets shall not rank prior to orparipassuwith            the Liens on such Non-ABL Intercompany Note Assets securing the Intercompany Note            Obligations;

(15)     Liens securing the Notes Obligations,            the Intercompany Obligations and any Other First-Priority Obligations;provided,however, that the Notes Obligations            and

             

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the Other First-Priority Obligations shall be secured by all such Liens            on an equal and ratable basis;

(16)     Liens imposed by Section 107(1)            of CERCLA or any analogous state or foreign environmental law for costs or damages that            (A) are not due or (B) are imposed on real property where the recourse with            respect thereto is limited to the taking of such real property and such real property            is not material to the business of Symmetry and its Subsidiaries;providedthat the amount of obligations            secured thereby shall not exceed $7,500,000 in the aggregate;

(17)     Liens that are contractual rights of            set-off (A) relating to the establishment of depository relations with banks not            given in connection with the issuance of Indebtedness or (B) relating to pooled            deposit or sweep accounts of Symmetry and the Restricted Subsidiaries to permit            satisfaction of overdraft or similar obligations Incurred in the ordinary course of            business of Symmetry and the Restricted Subsidiaries;

(18)     Liens arising from the sale of            Receivables and Related Assets pursuant to a Permitted Factoring Transaction;            and

(19)     other Liens securing Indebtedness            permitted to be Incurred under Section 4.03;providedthat the aggregate principal amount            of Indebtedness secured by such Liens pursuant to this clause (19) does not exceed            $10,000,000 at any time outstanding.

Notwithstanding the foregoing, “Permitted Liens” will not            include any Lien described in clause (6), (9) or (10) above to the extent such            Lien applies to any Additional Assets acquired directly or indirectly from Net            Available Cash pursuant to Section 4.06. For purposes of this definition, the term            “Indebtedness” shall be deemed to include interest on such            Indebtedness.

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

“Plan of            Arrangement” means the plan of arrangement            substantially in the form and content of Schedule 1.1A to the Arrangement Agreement and            any amendments or variations made thereto as of the Issue Date, in each case made in            accordance with the Arrangement Agreement or the Plan of Arrangement or at the            direction of the Superior Court of Quebec.

“Preferred            Stock”, as applied to the Capital Stock of any Person,            means Capital Stock of any class or classes (however designated) which is preferred as            to the payment of dividends or distributions, or as to the distribution of assets upon            any voluntary or involuntary liquidation or dissolution of such Person, over shares of            Capital Stock of any other class of such Person.

“principal”            of a Security means the principal of the Security plus the premium, if any, payable on            the Security which is due or overdue or is to become due at the relevant            time.

“Purchase Money            Indebtedness” means Indebtedness (including Capital            Lease Obligations) (1) consisting of the deferred purchase price of property,            conditional sale

 

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obligations, obligations under any title retention agreement, other            purchase money obligations and obligations in respect of industrial revenue bonds or            similar Indebtedness, in each case where the maturity of such Indebtedness does not            exceed the anticipated useful life of the asset being financed, and (2) Incurred            to finance the acquisition or construction by Symmetry or a Restricted Subsidiary of            such asset, including additions and improvements, in the ordinary course of            business;provided,however, that any Lien arising in            connection with any such Indebtedness shall be limited to the specific asset being            financed or, in the case of real property or fixtures, including additions and            improvements, the real property on which such asset is attached; andprovided,further            ,however, that such Indebtedness is            Incurred within 270 days after such acquisition or construction of such            assets.

“Qualified Capital            Stock” of a Person means Capital Stock of such Person            other than Disqualified Capital Stock;provided,however, that such Capital Stock shall not            be deemed Qualified Capital Stock to the extent sold to a Subsidiary of such Person or            financed, directly or indirectly, using funds (1) borrowed from such Person or any            Subsidiary of such Person or (2) contributed, extended, Guaranteed or advanced by            such Person or any Subsidiary of such Person (including in respect of any employee            stock ownership or benefit plan). Unless otherwise specified, Qualified Capital Stock            refers to Qualified Capital Stock of the Company.

“Qualified Equity            Offering” means (x) any public issuance and sale            of Symmetry’s common stock by Symmetry or (y) the exercise by the holder or            holders thereof of all or any portion of the Existing Warrants;provided,however, that cash proceeds received by            Symmetry therefrom equal to not less than 100% of the aggregate principal amount of any            Securities to be redeemed are received by the Company as a contribution to its common            equity capital. Notwithstanding the foregoing, the term “Qualified Equity            Offering” shall not include: (1) any issuance and sale with respect to common            stock registered on Form S-4 or Form S-8; or (2) any issuance and sale to any            Subsidiary of Symmetry.

“Qualified Receivables            Transaction” means any transaction or series of            transactions that may be entered into by Symmetry or any Restricted Subsidiary pursuant            to which Symmetry or any Restricted Subsidiary may sell, convey, contribute to capital            or otherwise transfer to a Receivables Entity, or may grant a security interest in            and/or pledge, any Receivables or interests therein and any assets related thereto,            including, without limitation, all collateral securing such Receivables, all contracts            and contract rights, purchase orders, security interests, financing statements or other            documentation in respect of such Receivables, any Guarantees, indemnities, warranties            or other obligations in respect of such Receivables, any other assets that are            customarily transferred or in respect of which security interests are customarily            granted in connection with asset securitization transactions involving receivables            similar to such Receivables and any collections or proceeds of any of the foregoing            (collectively, the “Related            Assets”), which transfer, grant of security interest or            pledge is funded in whole or in part, directly or indirectly, by the Incurrence or            issuance by the transferee or any successor transferee of Indebtedness, fractional            undivided interests, or other securities that are to receive payments from, or that            represent interests in, the cash flow derived from such Receivables and Related Assets            or interests in Receivables and Related Assets, it being understood that a Qualified            Receivables Transaction may involve:

 

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(1)       one or more sequential            transfers of pledges of the same Receivables and Related Assets, or interests therein;            and

(2)       periodic transfers or            pledges of Receivables and/or revolving transactions in which new Receivables and            Related Assets, or interests therein, are transferred or pledged upon collection of            previously transferred or pledged Receivables and Related Assets, or interests            therein;providedthat:

(A)      the Board of Directors of            Symmetry or any Restricted Subsidiary which is party to such Qualified Receivables            Transaction shall have determined in good faith that such Qualified Receivables            Transaction is economically fair and reasonable to Symmetry or such Restricted            Subsidiary as applicable, and the Receivables Entity; and

(B)      the financing terms, covenants,            termination events and other provisions thereof shall be market terms (as determined in            good faith by the Board of Directors of Symmetry or any Restricted Subsidiary which is            party to such Qualified Receivables Transaction).

The            grant of a security interest in any accounts receivable of Symmetry or of any            Restricted Subsidiary to secure Indebtedness pursuant to the Credit Agreement shall not            be deemed a Qualified Receivables Transaction.

“Receivables”            means accounts receivable (including all rights to payment created by or arising from            the sale of goods or the rendition of services, no matter how evidenced (including in            the form of chattel paper) and whether or not earned by performance) of Symmetry or any            Restricted Subsidiary, whether now existing or arising in the future.

“Receivables            Entity” means any Person formed for the purposes of            engaging in a Qualified Receivables Transaction with Symmetry or a Restricted            Subsidiary that engages in no activities other than in connection with the financing of            Receivables of Symmetry and the Restricted Subsidiaries, all proceeds thereof and all            rights (contractual or other), collateral and other assets relating thereto, and any            business or activities incidental or related to such business, and which is designated            by the Board of Directors of the Restricted Subsidiary that is the direct parent            company of such Receivables Entity, or, if the Receivables Entity is not a Subsidiary            of Symmetry, by the Board of Directors of any Restricted Subsidiary participating in            such Qualified Receivables Transaction (in each case as provided below), as a            Receivables Entity and:

(1)       no portion of the            Indebtedness or any other obligations (contingent or otherwise) of which:

(A)      is Guaranteed by Symmetry or any            Restricted Subsidiary other than a Receivables Entity (excluding any Guarantees (other            than Guarantees of the principal of, and interest on, Indebtedness and Guarantees of            collection on Receivables) pursuant to Standard Securitization            Undertakings);

 

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(B)      is recourse to or obligates            Symmetry or any Restricted Subsidiary (other than a Receivables Entity) in any way            other than pursuant to Standard Securitization Undertakings; or

(C)      subjects any property or asset of            Symmetry or any Restricted Subsidiary other than a Receivables Entity, directly or            indirectly, contingently or otherwise, to the satisfaction thereof (other than pursuant            to Standard Securitization Undertakings);

(2)       with which neither Symmetry            nor any Restricted Subsidiary other than a Receivables Entity has any material            contract, agreement, arrangement or understanding other than on terms which Symmetry            reasonably believes to be no less favorable to Symmetry or such Restricted Subsidiary            than those that might be obtained at the time from Persons that are not Affiliates of            Symmetry; and

(3)       to which neither Symmetry            nor any Restricted Subsidiary has any obligation to maintain or preserve such            entity’s financial condition or cause such entity to achieve certain levels of            operating results (other than pursuant to Standard Securitization            Undertakings).

Any            such designation by the Board of Directors of the applicable Restricted Subsidiary            shall be evidenced to the Trustee by filing with the Trustee a certified copy of the            resolution of such Board of Directors giving effect to such designation and an            Officer’s Certificate certifying that such designation complied with the            foregoing conditions.

“Receivables            Financing” means any transaction (including, without            limitation, any Qualified Receivables Transaction) pursuant to which Symmetry or any            Restricted Subsidiary may sell, convey or otherwise transfer or grant a security            interest in any Receivables or Related Assets of the type specified in the definition            of “Qualified Receivables Transaction”.

“Refinance”            means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,            prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange            or replacement for, such Indebtedness. “Refinanced” and            “Refinancing” shall have correlative meanings.

“Refinancing            Indebtedness” means Indebtedness that Refinances any            Indebtedness of Symmetry or any Restricted Subsidiary existing on the Issue Date or            Incurred in compliance with this Indenture, including Indebtedness that Refinances            Refinancing Indebtedness;provided,however, that:

(1)       such Refinancing            Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the            Indebtedness being Refinanced;

(2)       such Refinancing            Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred            that is equal to or greater than the Average Life of the Indebtedness being            Refinanced;

 

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(3)       such Refinancing            Indebtedness has an aggregate principal amount (or if Incurred with original issue            discount, an aggregate issue price) that is equal to or less than the aggregate            principal amount (or if Incurred with original issue discount, the aggregate accreted            value) then outstanding (plus fees and expenses, including any premium and defeasance            costs) under the Indebtedness being Refinanced; and

(4)       if the Indebtedness being            Refinanced is subordinated in right of payment to the Securities, such Refinancing            Indebtedness is subordinated in right of payment to the Securities at least to the same            extent as the Indebtedness being Refinanced;

andprovidedfurtherthat Refinancing Indebtedness shall            not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of            Symmetry or (B) Indebtedness of Symmetry or a Restricted Subsidiary that            Refinances Indebtedness of an Unrestricted Subsidiary.

“Registration Rights            Agreement” means the Registration Rights Agreement            dated November 15, 2007, among Symmetry, Holdings, the Company, J.P. Morgan            Securities Inc. and CIBC World Markets Corp.

“Registration            Statement” has the meaning assigned to such term in the            Registration Rights Agreement.

“Related            Assets” has the meaning assigned to such term in the            definition of the term “Qualified Receivables Transaction”.

“Related            Business” means any business in which Symmetry or any            of the Restricted Subsidiaries was engaged on the Issue Date and any business related            ancillary or complementary to such business.

“Reorganization            Transactions” means the transactions described in the            Plan of Arrangement entered into pursuant to the Arrangement Agreement.

“Restricted            Payment” with respect to any Person means:

(1)       the declaration or payment            of any dividends or any other distributions of any sort in respect of its Capital Stock            (including any payment in connection with any merger or consolidation involving such            Person) or similar payment to the direct or indirect holders of its Capital Stock            (other than (A) dividends or distributions payable solely in its Capital Stock            (other than Disqualified Stock), (B) dividends or distributions payable solely to            Symmetry or a Restricted Subsidiary and (C) proratadividends or other distributions made by a Subsidiary that is not a            Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest            in the case of a Subsidiary that is an entity other than a corporation));

(2)       the purchase, repurchase,            redemption, defeasance or other acquisition or retirement for value of any Capital            Stock of Symmetry, Holdings or the Company held by any Person (other than by a            Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary (other than            Holdings or the Company) held by any Affiliate of Symmetry (other than by a Restricted            Subsidiary), including in connection with any merger or

             

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consolidation and including the exercise of any option to exchange any            Capital Stock (other than into Capital Stock of Symmetry, Holdings or the Company that            is not Disqualified Stock);

(3)       the purchase, repurchase,            redemption, defeasance or other acquisition or retirement for value, prior to scheduled            maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated            Obligations of Symmetry, the Company or any Subsidiary Guarantor (other than            (A) from Symmetry or a Restricted Subsidiary or (B) the purchase, repurchase,            redemption, defeasance or other acquisition or retirement of Subordinated Obligations            purchased in anticipation of satisfying a sinking fund obligation, principal            installment or final maturity, in each case due within one year of the date of such            purchase, repurchase, redemption, defeasance or other acquisition or retirement);            or

(4)       the making of any            Investment (other than a Permitted Investment) in any Person.

“Restricted            Subsidiary” means Holdings, the Company and any other            Subsidiary of Symmetry that is not an Unrestricted Subsidiary.

“Sale/Leaseback            Transaction” means an arrangement relating to property            owned by Symmetry or a Restricted Subsidiary on the Issue Date or thereafter acquired            by Symmetry or a Restricted Subsidiary whereby Symmetry or a Restricted Subsidiary            transfers such property to a Person and Symmetry or a Restricted Subsidiary leases it            from such Person, other than leases between Symmetry and a Wholly Owned Subsidiary or            between Wholly Owned Subsidiaries.

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

“Second-Priority            Assets” means any and all of the following assets and            properties owned by the Company or any Guarantor, whether owned on the Issue Date or            thereafter acquired: (i) Accounts and other rights to payment, in each case for            the sale of Inventory or the performance of services, whether or not earned by            performance, and related Records; (ii) Chattel Paper; (iii) Deposit Accounts            (other than the Notes Collateral Account); (iv) cash, checks and other negotiable            instruments, funds and other evidences of payment (excluding any cash or other assets            held in the Notes Collateral Account in accordance with this Indenture); (v) all            Inventory; (vi) to the extent evidencing, governing, securing or otherwise related            to the items referred to in the preceding clauses (i) through (v), Documents,            General Intangibles, Instruments, Investment Property and Letter of Credit Rights;            (vii) books and records related to the foregoing; (viii) collateral security            and guarantees given by any Person with respect to any of the foregoing; and            (ix) Proceeds, including insurance Proceeds, of any and all of the foregoing.            Capitalized terms used in this definition but not defined in this Indenture have the            meanings assigned to such terms in the Collateral Agreement.

“Second-Priority            Collateral” means any and all of the Second-Priority            Assets in which the Trustee, for the benefit of the Secured Parties, has a            second-priority security interests securing the Notes Obligations.

 

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“Secured            Parties” means (i) the Holders, (ii) the Trustee, (iii)            the Collateral Agent, (iv) the Canadian Collateral Agent, (v) each other Person that            holds, or is an obligee in respect of, any Notes Obligations and (vi) the successors            and assigns of each of the foregoing.

“Securities”            means the Initial Securities and the Exchange Securities.

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

“Security            Documents” means the Collateral Agreement and one or            more other security agreements, control agreements, pledge agreements, mortgages, deeds            of trust and collateral assignments entered into by the Company, the Guarantors and the            Collateral Agent, or any of them, defining the terms of the security interests in the            First-Priority Assets and the Second-Priority Assets that secure the Notes            Obligations.

“Senior            Indebtedness” means with respect to any            Person:

(1)       Indebtedness of such            Person, whether outstanding on the Issue Date or thereafter Incurred; and

(2)       all other Obligations of            such Person (including interest accruing on or after the filing of any petition in            bankruptcy or for reorganization relating to such Person whether or not post-filing            interest is allowed in such proceeding) in respect of Indebtedness described in            clause (1) above,

unless, in the case of clauses (1) and (2), in the instrument            creating or evidencing the same or pursuant to which the same is outstanding, it is            provided that such Indebtedness or other Obligations are subordinate in right of            payment to the Securities or the Subsidiary Guaranty of the Securities of such Person,            as the case may be;provided,however, that Senior Indebtedness shall not            include:

(A)      any obligation of such Person to            the Company or any Subsidiary of the Company;

(B)      any liability for Federal, state,            local or other taxes owed or owing by such Person;

(C)      any accounts payable or other            liability to trade creditors arising in the ordinary course of business;

|   | (D) | any Capital Stock; |
|--------|-----|--------------------|

(E)       any Indebtedness or other            Obligation of such Person which is subordinate or junior in right of payment to any            other Indebtedness or other Obligation of such Person; or

(F)       that portion of any            Indebtedness which at the time of Incurrence is Incurred in violation of this            Indenture.

 

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“Shelf Registration            Statement” has the meaning assigned to such term in the            Appendix.

“Significant            Subsidiary” means any Restricted Subsidiary that would            be a “Significant Subsidiary” of Symmetry within the meaning of            Rule 1-02 under Regulation S-X promulgated by the SEC.

“Special Purpose            Holdco” means a Subsidiary of Symmetry that (i) is not            engaged in any business or activity other than the ownership of Capital Stock in any            Subsidiary that is a Non-Wholly Owned Subsidiary or any Person that is not a            Subsidiary, and activities incidental thereto, (ii) does not own any assets other than            the Capital Stock referred to in clause (i) above and any contract rights under joint            venture or other similar agreements relating thereto and (iii) owes no Indebtedness and            has no other liabilities (other than liabilities imposed by law, including tax            liabilities, and other liabilities incidental to its existence and permitted business            and activities).

“Standard Securitization            Undertakings” means all representations, warranties,            covenants, indemnities, performance Guarantees and servicing obligations entered into            by Symmetry or any Subsidiary of Symmetry (other than a Receivables Entity) which are            customary in connection with any Qualified Receivables Transaction.

“Stated            Maturity” means, with respect to any security, the date            specified in such security as the fixed date on which the final payment of principal of            such security is due and payable, including pursuant to any mandatory redemption            provision (but excluding any provision providing for the repurchase of such security at            the option of the holder thereof upon the happening of any contingency unless such            contingency has occurred).

“Subordinated            Obligation” means, with respect to any Person, any            Indebtedness of such Person (whether outstanding on the Issue Date or thereafter            Incurred) which is subordinate or junior in right of payment to the Securities or a            Note Guarantee of such Person, as the case may be, pursuant to a written agreement to            that effect.

“Subsidiary”            means, with respect to any Person, any corporation, association, partnership, limited            liability company or other business entity of which more than 50% of the total voting            power of shares of Voting Stock is at the time owned or controlled, directly or            indirectly, by: (1) such Person, (2) such Person and one or more Subsidiaries            of such Person or (3) one or more Subsidiaries of such Person.

“Subsidiary            Guarantor” means each Subsidiary of Symmetry that            executes this Indenture as a Guarantor and each other Subsidiary of Symmetry that            thereafter Guarantees the Securities pursuant to the terms of this            Indenture.

“Subsidiary            Guaranty” means a Guarantee by a Subsidiary Guarantor            of the Company’s obligations with respect to the Securities.

“Temporary Cash            Investments” means any of the following:

 

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(1)       any investment in direct            obligations of the United States of America or Canada or any agency thereof or            obligations Guaranteed by the United States of America or Canada or any agency            thereof;

(2)       investments in demand and            time deposit accounts, certificates of deposit, bankers’ acceptances and money            market deposits maturing within 180 days of the date of acquisition thereof issued            by a bank or trust company which is organized under the laws of the United States of            America, any State thereof, Canada, any province thereof, or any other foreign country            recognized by the United States of America, and which bank or trust company has            capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the            foreign currency equivalent thereof) and has outstanding debt which is rated            “A” (or such similar equivalent rating) or higher by at least one            nationally recognized statistical rating organization (as defined in Rule 436            under the Securities Act) or any money-market fund sponsored by a registered broker            dealer or mutual fund distributor;

(3)       repurchase obligations with            a term of not more than 30 days for underlying securities of the types described            in clause (1) above entered into with a bank meeting the qualifications described            in clause (2) above;

(4)       investments in commercial            paper, maturing not more than 180 days after the date of acquisition, issued by a            corporation (other than an Affiliate of the Company) organized and in existence under            the laws of the United States of America or any foreign country recognized by the            United States of America with a rating at the time as of which any investment therein            is made of “P-1” (or higher) according to Moody’s Investors            Service, Inc. or “A-1” (or higher) according to Standard and            Poor’s Ratings Group;

(5)       investments in securities            with maturities of six months or less from the date of acquisition issued or fully            Guaranteed by any state, commonwealth or territory of the United States of America, or            by any political subdivision or taxing authority thereof, and rated at least            “A” by Standard & Poor’s Ratings Group or “A” by            Moody’s Investors Service, Inc.;

(6)       investments in money market            funds that invest substantially all their assets in securities of the types described            in clauses (1) through (5) above;

(7)       in the case of any Foreign            Restricted Subsidiary, investments: (a) in direct obligations of the sovereign            nation (or any agency thereof) in which such Foreign Restricted Subsidiary is organized            and is conducting business or in obligations fully and unconditionally guaranteed by            such sovereign nation (or any agency thereof);providedthat such obligations have a            rating of “A” (or such similar equivalent rating) or higher by at least one            nationally recognized statistical rating organization (as defined in Rule 436            under the Securities Act), or the equivalent thereof from comparable foreign rating            agencies, or (b) of the type and maturity described in clauses (1) through            (5) above of foreign obligors, which investments or obligors (or the parents of            such obligors) have ratings described in such clauses or equivalent ratings from            comparable foreign rating agencies; and

 

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(8)       investments in mutual funds            whose investment guidelines restrict such funds’ investments to those described            in clauses (1) through (5) above.

“TIA”            means the Trust Indenture Act of 1939 (15 U.S.C.§§ 77aaa-77bbbb) as            amended from time to time.

“Transactions”            means (i) the entry into the Indenture and the offer and issuance of the Initial            Securities, (ii) entry into the Credit Agreement and the Incurrence of Indebtedness by            Symmetry and certain of its Subsidiaries thereunder on the Issue Date and (iii) the            other transactions described in the “Summary—The transactions”            section in the Offering Memorandum.

“Trustee”            means the party named as such in this Indenture until a successor replaces it and,            thereafter, means the successor.

“Trust            Officer” means any officer of the Trustee having direct            responsibility for the administration of this Indenture.

“Unrestricted            Subsidiary” means:

(1)       any Subsidiary of Symmetry            that at the time of determination shall be designated an Unrestricted Subsidiary by the            Board of Directors of Symmetry in the manner provided below; and

|   | (2) | any Subsidiary of an Unrestricted Subsidiary. |
|--------|-----|-----------------------------------------------|

The            Board of Directors of Symmetry may designate any Subsidiary of Symmetry (including any            newly acquired or newly formed Subsidiary of Symmetry but excluding the Company,            Novamerican Steel and Holdings) to be an Unrestricted Subsidiary unless such Subsidiary            or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien            on any property of, Symmetry or any other Subsidiary of Symmetry that is not a            Subsidiary of the Subsidiary to be so designated;provided,however, that either (A) the            Subsidiary to be so designated has total assets of $1,000 or less or (B) if such            Subsidiary has assets greater than $1,000, such designation would be permitted under            Section 4.04. The Board of Directors of Symmetry may designate any Unrestricted            Subsidiary to be a Restricted Subsidiary;provided,however, that immediately after giving            effect to such designation (A) the Company could Incur $1.00 of additional            Indebtedness under paragraph (a) of Section 4.03 and (B) no Default shall            have occurred and be continuing. Any such designation by the Board of Directors of            Symmetry shall be evidenced to the Trustee by promptly filing with the Trustee a copy            of the resolution of such Board of Directors giving effect to such designation and an            Officers’ Certificate certifying that such designation complied with the            foregoing provisions.

“U.S. Dollar            Equivalent” means with respect to any monetary amount            in a currency other than U.S. dollars, at any time for determination thereof, the            amount of U.S. dollars obtained by converting such foreign currency involved in such            computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with            the applicable foreign currency as published inThe Wall            Street Journalin the “Exchange Rates” column            under the heading “Currency Trading” on the date two Business Days prior to            such determination.

 

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Except as described under Section 4.03, whenever it is necessary to            determine whether Symmetry or the Company has complied with any covenant in this            Indenture or a Default has occurred and an amount is expressed in a currency other than            U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as            of the date such amount is initially determined in such currency.

“U.S. Government            Obligations” means direct obligations (or certificates            representing an ownership interest in such obligations) of the United States of America            (including any agency or instrumentality thereof) for the payment of which the full            faith and credit of the United States of America is pledged and which are not callable            at the issuer’s option.

“Voting            Stock” of a Person means all classes of Capital Stock            of such Person then outstanding and normally entitled (without regard to the occurrence            of any contingency) to vote in the election of directors, managers or trustees            thereof.

“Wholly Owned            Subsidiary” means a Restricted Subsidiary all the            Capital Stock of which (other than directors’ qualifying and similar shares) is            owned by Symmetry or one or more other Wholly Owned Subsidiaries.

|   | SECTION 1.02. | Other Definitions.   |
|--------|---------------|---------------------------|

 

| Term                                          | Defined inSection |
|-----------------------------------------------|-------------------|
| “Affiliate Transaction”           | 4.08(a)           |
| “Appendix”                        | 2.01              |
| “Bankruptcy Law”                  | 6.01              |
| “Change of Control Offer”         | 4.12(b)           |
| “covenant defeasance option”      | 8.01(b)           |
| “Custodian”                       | 6.01              |
| “Event of Default”                | 6.01              |
| “Guaranteed Obligations”          | 10.01             |
| “Intercompany Note Offer Amount”  | 4.15(d)(3)        |
| “Intercompany Note Offer Period”  | 4.15(d)(3)        |
| “Intercompany Note Purchase Date” | 4.15(d)(2)        |
| “legal defeasance option”         | 8.01(b)           |

 

 

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| “Offer”             | 4.06(d)    |
|---------------------------------|------------|
| “Offer Amount”      | 4.06(e)(2) |
| “Offer Period”      | 4.06(e)(2) |
| “Paying Agent”      | 2.03       |
| “Purchase Date”     | 4.06(e)(1) |
| “Registrar”         | 2.03       |
| “Successor Company” | 5.01(a)(1) |
| “Symmetry”          | Preamble   |

 

SECTION            1.03.          Incorporation by Reference of Trust Indenture Act.This Indenture is subject to the mandatory provisions of the TIA which            are incorporated by reference in and made a part of this Indenture. The following TIA            terms have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Securities and the Note            Guarantees;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee”            means the Trustee; and

“obligor” on the indenture securities means the            Company**,**each Guarantor and any            other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA,            defined by TIA reference to another statute or defined by SEC rule have the meanings            assigned to them by such definitions.

SECTION            1.04.          Rules of Construction.Unless the context            otherwise requires:

|   | (1) | a term has the meaning assigned to it; |
|--------|-----|----------------------------------------|

(2)       an accounting term not            otherwise defined has the meaning assigned to it in accordance with GAAP;

|   | (3) | “or” is not exclusive; |
|--------|-----|------------------------------------|

 

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|   | (4) | “including” means including without                            limitation; |
|--------|-----|----------------------------------------------------------------------------------------|

(5)       words in the singular            include the plural and words in the plural include the singular;

(6)       unsecured Indebtedness            shall not be deemed to be subordinate or junior to secured Indebtedness merely by            virtue of its nature as unsecured Indebtedness;

(7)       secured Indebtedness shall            not be deemed to be subordinate or junior to any other secured Indebtedness merely            because it has a junior priority with respect to the same collateral;

(8)       the principal amount of any            non-interest bearing or other discount security at any date shall be the principal            amount thereof that would be shown on a balance sheet of the issuer dated such date            prepared in accordance with GAAP;

(9)       the principal amount of any            Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock            or (B) the maximum mandatory redemption or mandatory repurchase price with respect            to such Preferred Stock, whichever is greater; and

(10)     all references to the date the            Securities were originally issued shall refer to the Issue Date.

Article 2

             

The Securities

SECTION            2.01.          Form and Dating.Provisions relating to the            Initial Securities and the Exchange Securities are set forth in the            Rule 144A/Regulation S/IAI Appendix attached hereto (the            “Appendix”) which is            hereby incorporated in, and expressly made part of, this Indenture. The Initial            Securities and the Trustee’s certificate of authentication shall be substantially            in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly            made a part of, this Indenture. The Exchange Securities and the Trustee’s            certificate of authentication shall be substantially in the form of Exhibit A, which is            hereby incorporated in and expressly made a part of this Indenture. The Securities may            have notations, legends or endorsements required by law, stock exchange rule,            agreements to which the Company is subject, if any, or usage            (providedthat any such notation,            legend or endorsement is in a form acceptable to the Company). Each Security shall be            dated the date of its authentication. The terms of the Securities set forth in the            Appendix and Exhibit A are part of the terms of this Indenture.

SECTION            2.02.          Execution and Authentication.Two Officers            shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that            office at the time the Trustee authenticates the Security, the Security shall be valid            nevertheless.

 

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A Security shall not be valid until an authorized signatory of the            Trustee manually signs the certificate of authentication on the Security. The signature            shall be conclusive evidence that the Security has been authenticated under this            Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to            the Company to authenticate the Securities. Unless limited by the terms of such            appointment, an authenticating agent may authenticate Securities 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 any            Registrar, Paying Agent or agent for service of notices and demands.

SECTION            2.03.          Registrar and Paying Agent.The Company            shall maintain an office or agency where Securities may be presented for registration            of transfer or for exchange (the            “Registrar”) and an            office or agency where Securities may be presented for payment (the            “Paying Agent”). The            Registrar shall keep a register of the Securities and of their transfer and exchange.            The Company may have one or more co-registrars and one or more additional paying            agents. The term “Paying Agent” includes any additional paying            agent.

The Company shall enter into an appropriate agency agreement with any            Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall            incorporate the terms of the TIA. The agreement shall implement the provisions of this            Indenture that relate to such agent. The Company shall notify the Trustee of the name            and address of any such agent. If the Company fails to maintain a Registrar or Paying            Agent, the Trustee shall act as such and shall be entitled to appropriate compensation            therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary that is a            Domestic Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer            agent.

The Company initially appoints the Trustee as Registrar and Paying Agent            in connection with the Securities.

SECTION            2.04.          Paying Agent To Hold Money in Trust.Prior            to each due date of the principal and interest on any Security, the Company shall            deposit with the Paying Agent a sum sufficient to pay such principal and interest when            so becoming due. The Company shall require each Paying Agent (other than the Trustee)            to agree in writing that the Paying Agent shall hold in trust for the benefit of            Holders or the Trustee all money held by the Paying Agent for the payment of principal            of or interest on the Securities and shall notify the Trustee of any default by the            Company in making any such payment. If the Company or a Subsidiary acts as Paying            Agent, it shall segregate the money held by it as Paying Agent and hold it as a            separate trust fund. The Company at any time may require a Paying Agent to pay all            money held by it to the Trustee and to account for any funds disbursed by the Paying            Agent. Upon complying with this Section, the Paying Agent shall have no further            liability for the money delivered to the Trustee.

SECTION            2.05.          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 Holders. If the Trustee is not the Registrar, the Company            shall furnish to the Trustee, in writing at least five Business Days before each            interest payment date and at such other times as the

 

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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 Holders.

SECTION            2.06.          Transfer and Exchange.The Securities shall            be issued in registered form and shall be transferable only upon the surrender of a            Security for registration of transfer. When a Security is presented to the Registrar or            a co-registrar with a request to register a transfer, the Registrar shall register the            transfer as requested if the requirements of this Indenture and Section 8-401(1)            of the Uniform Commercial Code are met. When Securities are presented to the Registrar            or a co-registrar with a request to exchange them for an equal principal amount of            Securities of other denominations, the Registrar shall make the exchange as requested            if the same requirements are met.

SECTION            2.07.          Replacement Securities.If a mutilated            Security is surrendered to the Registrar or if the Holder of a Security claims that the            Security has been lost, destroyed or wrongfully taken, the Company shall issue and the            Trustee shall authenticate a replacement Security if the requirements of            Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any            other reasonable requirements of the Trustee. If required by the Trustee or the            Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the            Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the            Registrar and any co-registrar from any loss which any of them may suffer if a Security            is replaced. The Company and the Trustee may charge the Holder for their expenses in            replacing a Security.

Every replacement Security is an additional Obligation of the            Company.

SECTION            2.08.          Outstanding Securities.Securities            outstanding at any time are all Securities authenticated by the Trustee except for            those canceled by it, those delivered to it for cancellation and those described in            this Section as not outstanding. A Security does not cease to be outstanding because            the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be            outstanding unless the Trustee and the Company receive proof satisfactory to them that            the replaced Security is held by a protected purchaser (as defined in Section 8-303 of            the Uniform Commercial Code).

If the Paying Agent segregates and holds in trust, in accordance with            this Indenture, on a redemption date or maturity date money sufficient to pay all            principal and interest payable on that date with respect to the Securities (or portions            thereof) to be redeemed or maturing, as the case may be, then on and after that date            such Securities (or portions thereof) cease to be outstanding and interest on them            ceases to accrue.

SECTION            2.09.          Temporary Securities.Until definitive            Securities are ready for delivery, the Company may prepare and the Trustee shall            authenticate temporary Securities. Temporary Securities shall be substantially in the            form of definitive Securities but may have variations that the Company considers            appropriate for temporary Securities. Without unreasonable delay, the Company shall            prepare and the Trustee shall authenticate definitive Securities and deliver them in            exchange for temporary Securities.

 

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SECTION            2.10.          Cancellation.The Company at any time may            deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent            shall forward to the Trustee any Securities surrendered to them for registration of            transfer, exchange or payment. The Trustee and no one else shall cancel and destroy            (subject to the record retention requirements of the Exchange Act) all Securities            surrendered for registration of transfer, exchange, payment or cancellation, in each            case in accordance with its customary procedures, and, upon the Company’s written            request, the Trustee shall deliver a certificate of such destruction to the Company            unless the Company directs the Trustee in writing to deliver canceled Securities to the            Company. The Company may not issue new Securities to replace Securities it has            redeemed, paid or delivered to the Trustee for cancellation.

SECTION            2.11.          Defaulted Interest.If the Company defaults            in a payment of interest on the Securities, the Company shall pay defaulted interest            (plus interest on such defaulted interest to the extent lawful) in any lawful manner.            The Company may pay the defaulted interest to the persons who are Holders on a            subsequent special record date. The Company shall fix or cause to be fixed any such            special record date and payment date to the reasonable satisfaction of the Trustee and            shall promptly mail to each Holder a notice that states the special record date, the            payment date and the amount of defaulted interest to be paid.

SECTION            2.12.          CUSIP Numbers, ISINs, etc.  The            Company in issuing the Securities may use “CUSIP” numbers, ISINs and            “Common Code” numbers (in each case if then generally in use) and, if so,            the Trustee shall use “CUSIP” numbers, ISINs and “Common Code”            numbers in notices of redemption as a convenience to Holders;provided,however, that any such notice may state            that no representation is made as to the correctness of such numbers either as printed            on the Securities or as contained in any notice of a redemption and that reliance may            be placed only on the other identification numbers printed on the Securities, and any            such redemption shall not be affected by any defect in or omission of such numbers. The            Company shall advise the Trustee in writing of any change in any “CUSIP”            numbers, ISINs or “Common Code” numbers applicable to the            Securities.

Article 3

             

Redemption

SECTION            3.01.          Notices to Trustee.If the Company elects            to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify            the Trustee in writing of the redemption date, the principal amount of Securities to be            redeemed and the paragraph of the Securities pursuant to which the redemption will            occur.

The Company shall give each notice to the Trustee provided for in this            Section at least 60 days before the redemption date unless the Trustee consents to            a shorter period. Such notice shall be accompanied by an Officers’ Certificate            and an Opinion of Counsel from the Company to the effect that such redemption will            comply with the conditions herein.

SECTION            3.02.          Selection of Securities to Be Redeemed.If            fewer than all the Securities are to be redeemed, the Trustee shall select the            Securities to be redeemedproratato the extent practicable. The Trustee            shall make the selection from outstanding Securities not

 

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previously called for redemption;providedthat, notwithstanding anything to            the contrary herein, no Securities held by the Company may be selected for redemption.            The Trustee may select for redemption portions of the principal of Securities that have            denominations larger than $1,000. Securities and portions of them the Trustee selects            shall be in principal amounts of $1,000 or a whole multiple of $1,000. Provisions of            this Indenture that apply to Securities called for redemption also apply to portions of            Securities called for redemption. The Trustee shall notify the Company promptly of the            Securities or portions of Securities to be redeemed.

SECTION            3.03.          Notice of Redemption.At least 30 days            but not more than 60 days before a date for redemption of Securities, the Company shall            mail a notice of redemption by first-class mail to each Holder of Securities to be            redeemed at such Holder’s registered address.

The notice shall identify the Securities to be redeemed and shall            state:

|   | (1) | the redemption date; |
|--------|-----|----------------------|

|   | (2) | the redemption price; |
|--------|-----|-----------------------|

|   | (3) | the name and address of the Paying Agent; |
|--------|-----|-------------------------------------------|

(4)       that Securities called for            redemption must be surrendered to the Paying Agent to collect the redemption            price;

(5)       if fewer than all the            outstanding Securities are to be redeemed, the identification and principal amounts of            the particular Securities to be redeemed;

(6)       that, unless the Company            defaults in making such redemption payment, interest on Securities (or portion thereof)            called for redemption ceases to accrue on and after the redemption date;

(7)       the “CUSIP”            number, ISIN or “Common Code” number, if any, printed on the Securities            being redeemed; and

(8)       that no representation is            made as to the correctness or accuracy of the “CUSIP” number, ISIN, or            “Common Code” number, if any, listed in such notice or printed on the            Securities.

At the Company’s request, the Trustee shall give the notice of            redemption in the Company’s name and at the Company’s expense. In such            event, the Company shall provide the Trustee with the information required by this            Section.

SECTION            3.04.          Effect of Notice of Redemption.Once notice            of redemption is mailed, Securities called for redemption become due and payable on the            redemption date and at the redemption price stated in the notice. Upon surrender to the            Paying Agent, such Securities shall be paid at the redemption price stated in the            notice, plus accrued interest to the redemption date (subject to the right of Holders            of record on the relevant record date to receive interest due on the related interest            payment date), and such Securities shall be

 

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canceled by the Trustee. Failure to give notice or any defect in the            notice to any Holder shall not affect the validity of the notice to any other            Holder.

SECTION            3.05.          Deposit of Redemption Price.Prior to the            redemption date, the Company shall deposit with the Paying Agent (or, if the Company or            a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient            to pay the redemption price of and accrued interest on all Securities to be redeemed on            that date other than Securities or portions of Securities called for redemption which            have been delivered by the Company to the Trustee for cancellation.

SECTION            3.06.          Securities Redeemed in Part.Upon surrender            of a Security that is redeemed in part, the Company shall execute and the Trustee shall            authenticate for the Holder (at the Company’s expense) a new Security equal in            principal amount to the unredeemed portion of the Security surrendered.

Article 4

             

Covenants

SECTION            4.01.          Payment of Securities.The Company shall            promptly pay the principal of and interest and additional interest, if any, on the            Securities on the dates and in the manner provided in the Securities and in this            Indenture. Principal, interest and additional interest, if any, shall be considered            paid on the date due if on such date the Trustee or the Paying Agent holds in            accordance with this Indenture money sufficient to pay all principal and interest then            due.

The Company shall pay interest on overdue principal at the rate            specified therefor in the Securities, and it shall pay interest on overdue installments            of interest at the same rate to the extent lawful.

SECTION            4.02.          SEC Reports.Notwithstanding that the            Company may not be subject to the reporting requirements of Section 13 or 15(d) of            the Exchange Act, the Company will file with the SEC (to the extent the SEC will accept            such filings) and, in any event, will provide the Trustee and the Holders with such            annual reports and such information, documents and other reports as are specified in            Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject            to such Sections, such information, documents and other reports to be so filed and            provided at the times specified for the filings of such information, documents and            reports under such Sections;provided,however, that the requirements of this            sentence shall be met, if the Company is exempt from the requirements of Sections 13(a)            or 15(d) of the Exchange Act under Section 12h-5 of the Exchange Act (or any            successor provisions thereto) or provides such annual reports and such information,            documents and other reports to the Trustee and the Holders, so long as            (a) Symmetry files such annual reports and such information, documents and other            reports with the SEC, (b) Symmetry, the Company and each Subsidiary Guarantor are            in compliance with the requirements set forth in Rule 3-10 (or any successor            provision thereto) of Regulation S-X under the Exchange Act and (c) the            Company provides the Trustee and Holders with such annual reports and such information,            documents and other reports. If, at any time, the Company is not subject to the            periodic reporting requirements

 

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of the            Exchange Act for any reason, the Company will nevertheless continue filing the reports            specified in the preceding sentence with the SEC within the time periods required            unless the SEC will not accept such a filing. The Company agrees that it will not take            any action for the purpose of causing the SEC not to accept such filings. If,            notwithstanding the foregoing, the SEC will not accept such filings for any reason, the            Company will post the reports specified in the preceding sentence on its website within            the time periods that would apply if the Company were required to file those reports            with the SEC. Notwithstanding the foregoing, the Company may satisfy such requirements            prior to the effectiveness of the Shelf Registration Statement or the Exchange Offer            Registration Statement by filing with the SEC the Shelf Registration Statement or the            Exchange Offer Registration Statement, to the extent that any such Registration            Statement contains substantially the same information as would by required to be filed            by the Company if it were subject to the reporting requirements of Sections 13 or 15(d)            of the Exchange Act, and by providing the Trustee and the Holders with such            Registration Statement (and any amendments thereto) promptly following the filing            thereof.

At any time that any of Symmetry’s Subsidiaries are Unrestricted            Subsidiaries, then the quarterly and annual financial information required by the            preceding paragraph will include a reasonably detailed presentation, either on the face            of the financial statements or in the footnotes thereto, and in            “Management’s Discussion and Analysis of Financial Condition and Results of            Operations”, of the financial condition and results of operations of Symmetry and            the Restricted Subsidiaries separate from the financial condition and results of            operations of the Unrestricted Subsidiaries;provided, however, that the Company will            only be required to comply with the provisions of this paragraph to the extent            (x) the total assets of all the Unrestricted Subsidiaries exceeds 5% of the total            assets of Symmetry and its Subsidiaries on a consolidated basis as of the end of the            applicable quarterly or annual period, or (y) the combined EBITDA of all the            Unrestricted Subsidiaries exceeds 5% of the EBITDA of Symmetry and its Subsidiaries for            the twelve-month period ended on the last day of the applicable quarter or fiscal            year.

In addition, the Company will furnish to the Holders and to prospective            investors, upon the requests of such Holders, any information required to be delivered            pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are            not freely transferable under the Securities Act. The Company also shall comply with            the other provisions of TIA § 314(a).

The delivery of any information, documents or reports to the Trustee            pursuant to this Section 4.02 is for informational purposes only, and the            Trustee’s receipt thereof shall not constitute constructive notice of any such            information or any information contained therein or determinable from information            contained therein, including the Company’s compliance with any of its covenants            hereunder (as to which the Trustee is entitled to conclusively rely on an            Officers’ Certificate in accordance with Section 7.01).

SECTION            4.03.          Limitation on Indebtedness.(a)  Symmetry shall not, and shall not permit any Restricted            Subsidiary to, Incur, directly or indirectly, any Indebtedness;provided,however, that Symmetry, the Company and any            Subsidiary Guarantor shall be entitled to Incur Indebtedness if, on the date of such            Incurrence and after giving effect thereto on aproformabasis, the Consolidated Coverage            Ratio exceeds 2.00 to 1.00.

 

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(b)       Notwithstanding Section            4.03(a), Symmetry and the Restricted Subsidiaries shall be entitled to Incur any or all            of the following Indebtedness:

(1)       Indebtedness Incurred            pursuant to the Credit Agreement; provided, however, that, after giving effect to any            such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this            clause (1) and then outstanding does not exceed the greater of            (i) $175,000,000 less the sum of all principal payments with respect to such            Indebtedness made pursuant to paragraph (b)(3)(A) of Section 4.06 and            (ii) the sum of (x) 70% of the book value of the inventory of Symmetry and            the Restricted Subsidiaries and (y) 85% of the book value of the accounts            receivable of Symmetry and the Restricted Subsidiaries (in the case of each of clauses            (x) and (y) above, determined based on the consolidated balance sheet of            Symmetry for the fiscal quarter most recently ended on or prior to the date on which            such Indebtedness is Incurred for which financial statements are publicly            available);

(2)       Indebtedness owed to and            held by Symmetry or a Restricted Subsidiary;provided,however, that (A) any subsequent            issuance or transfer of any Capital Stock which results in any such Restricted            Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such            Indebtedness (other than to Symmetry or a Restricted Subsidiary) shall be deemed, in            each case, to constitute the Incurrence of such Indebtedness by the obligor thereon,            (B) if the Company is the obligor on such Indebtedness, such Indebtedness is            expressly subordinated to the prior payment in full in cash of all obligations with            respect to the Securities, (C) if a Guarantor is the obligor on such Indebtedness,            such Indebtedness is expressly subordinated to the prior payment in full in cash of all            obligations of such Guarantor with respect to its Note Guarantee and (D) if            Novamerican Steel is the obligor on such Indebtedness and such Indebtedness is owed to            a Restricted Subsidiary that is not the Company or a Subsidiary Guarantor, such            Indebtedness is expressly subordinated to the prior payment in full in cash of all            Intercompany Obligations;

|   | (3) | Indebtedness represented by the Securities; |
|--------|-----|---------------------------------------------|

(4)       Indebtedness outstanding on            the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of            this Section 4.03(b));

(5)       Indebtedness of a            Restricted Subsidiary Incurred and outstanding on or prior to the date on which such            Subsidiary was acquired (directly or indirectly) by Symmetry (other than Indebtedness            Incurred in connection with, or to provide all or any portion of the funds or credit            support utilized to consummate, the transaction or series of related transactions            pursuant to which such Subsidiary became a Subsidiary or was acquired by            Symmetry);provided,however, that on the date of such            acquisition and after givingproformaeffectthereto, Symmetry would have been entitled to Incur at least $1.00 of            additional Indebtedness pursuant to Section 4.03(a);

(6)       Refinancing Indebtedness in            respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to            clause (3), (4) or (5) of this Section 4.03(b) or this clause (6);provided,however, that to the extent such            Refinancing Indebtedness directly or

             

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indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to            clause (5), such Refinancing Indebtedness shall be Incurred only by such            Subsidiary;

(7)       Indebtedness consisting of            Hedging Obligations in respect of (i) Hedging Agreements entered into in the            ordinary course of business designed to hedge or mitigate risks to which Symmetry or            any Restricted Subsidiary has actual exposure (other than in respect of Capital Stock            or Indebtedness of Symmetry or any of its Subsidiaries), and not for the purpose of            speculation, and (ii) Hedging Agreements entered into in the ordinary course of            business to effectively cap, collar or exchange interest rates (from fixed to floating            rates, from one floating rate to another floating rate or otherwise) with respect to            any interest-bearing liability or investment of Symmetry or any Restricted            Subsidiary;provided,however, that in the case of Hedging            Obligations relating to interest rates, (A) such Hedging Obligations relate to            payment obligations in respect of Indebtedness otherwise permitted to be Incurred under            this Section 4.03 and (B) the notional principal amount of such Hedging            Obligations at the time Incurred does not exceed the principal amount of the            Indebtedness to which such Hedging Obligations relate;

(8)       Indebtedness (A) in            respect of performance bonds, bid bonds, surety bonds, appeal bonds and bank guarantees            and letters of credit (other than bank guarantees and letters of credit supporting            other Indebtedness), in each case Incurred in the ordinary course of business,            including those securing health, safety and environmental obligations in the ordinary            course of business, and (B) owed to providers of workers’ compensation,            health, disability, retirement or other employee benefits or casualty or liability            insurance pursuant to reimbursement or indemnification obligations, including            obligations in respect of letters of credit;

(9)       Indebtedness arising from            the honoring by a bank or other financial institution of a check, draft or similar            instrument drawn against insufficient funds in the ordinary course of business;provided,however, that such Indebtedness is            extinguished within five Business Days of its Incurrence;

(10)     the Guarantee by Symmetry, the Company            or any Subsidiary Guarantor of Indebtedness of Symmetry, the Company or any Subsidiary            Guarantor that was permitted to be Incurred by another clause of this Section            4.03;provided,however, that, if the Indebtedness being            Guaranteed is subordinated to orparipassuwith            the Securities, then the Guarantee thereof Incurred pursuant to this clause (10)            shall be subordinated orparipassu, as            applicable, to the same extent as the Indebtedness being Guaranteed;

(11)     Purchase Money Indebtedness Incurred            by Symmetry or any Restricted Subsidiary to finance the acquisition, construction,            lease, repair or improvement by Symmetry or a Restricted Subsidiary of assets in the            ordinary course of business, and any Refinancing Indebtedness Incurred to Refinance            such Indebtedness, and Attributable Debt in respect of Sale/Leaseback Transactions in            an aggregate principal amount which, when added together with the amount of            Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not            exceed $10,000,000;

 

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(12)     Indebtedness Incurred by a Receivables            Entity in a Qualified Receivables Transaction that is not recourse to Symmetry or any            Restricted Subsidiary (except for Standard Securitization Undertakings);provided,however, that after giving effect to any            such Incurrence and the application of the net proceeds therefrom, the aggregate            principal amount of all such Indebtedness shall not exceed an amount that, if added to            the amount of Indebtedness outstanding under clause (1) of this Section 4.03(b),            would exceed the aggregate amount of Indebtedness that could then be Incurred under            such clause (1);

(13)     Indebtedness Incurred by a Foreign            Restricted Subsidiary in an aggregate principal amount which, when added together with            the amount of Indebtedness Incurred pursuant to this clause (13) and then            outstanding, does not exceed $5,000,000;

(14)     Indebtedness arising from agreements            of Symmetry or a Restricted Subsidiary providing for indemnification, adjustment of            purchase price or similar obligations, in each case Incurred or assumed in connection            with the acquisition or disposition of any business, assets or a Subsidiary of Symmetry            in accordance with the terms of this Indenture, other than Guarantees by Symmetry or            any Restricted Subsidiary of Indebtedness Incurred by any Person acquiring all or any            portion of such business, assets or Subsidiary for the purpose of financing the            acquisition;provided,however, that (A) such Indebtedness is            not reflected on the balance sheet of Symmetry or any Restricted Subsidiary (contingent            obligations referred to in a footnote to financial statements and not otherwise            reflected on the balance sheet will not be deemed to be reflected on such balance sheet            for purposes of this clause (A)) and (B) in the case of a disposition, the            maximum aggregate liability in respect of all such Indebtedness shall not exceed the            gross proceeds, including the Fair Market Value of noncash proceeds (the Fair Market            Value of such noncash proceeds being measured at the time such proceeds are received            and without giving effect to any subsequent changes in value), actually received by            Symmetry and the Restricted Subsidiaries in connection with such disposition;            and

(15)     Indebtedness of Symmetry or a            Restricted Subsidiary in an aggregate principal amount which, when taken together with            all other Indebtedness of Symmetry and the Restricted Subsidiaries outstanding on the            date of such Incurrence (other than Indebtedness permitted by clauses (1) through            (14) above or Section 4.03(a)), does not exceed $15,000,000.

(c)       Notwithstanding the            foregoing, (i) none of Symmetry, the Company or any Subsidiary Guarantor shall            Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used,            directly or indirectly, to Refinance any Subordinated Obligations of Symmetry, the            Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to            the Securities or the applicable Note Guarantee, as applicable, to at least the same            extent as such Subordinated Obligations, and (ii) Novamerican Steel shall not            Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used,            directly or indirectly, to Refinance any obligations of Novamerican Steel that are            subordinated in right of payment to the Intercompany Obligations, unless such            Indebtedness shall be subordinated to the Intercompany Obligations to at least the same            extent as such subordinated obligations being Refinanced.

 

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(d)       For purposes of determining            compliance with this Section 4.03, (1) any Indebtedness outstanding on the            Issue Date under the Credit Agreement after the application of the net proceeds from            the sale of the Securities will be treated as Incurred on the Issue Date under            clause (1) of Section 4.03(b) and any Indebtedness Incurred by a Receivables            Entity in a Qualified Receivables Transaction that is outstanding on the Issue Date            will be treated as Incurred under clause (12) of Section 4.03(b); (2) subject            to clause (1) of this paragraph (d), if an item of Indebtedness (or any portion            thereof) meets the criteria of more than one of the types of Indebtedness described            above, the Company, in its sole discretion, will classify such item of Indebtedness (or            any portion thereof) at the time of Incurrence and will only be required to include the            amount and type of such Indebtedness in one of the above clauses; (3) subject to            clause (1) of this paragraph (d), the Company will be entitled to divide and classify            an item of Indebtedness in more than one of the types of Indebtedness described above;            and (4) any Indebtedness originally classified as Incurred pursuant to one of the            clauses in paragraph (b) above (other than pursuant to clause (1) or            (12) of Section 4.03(b)) may later be reclassified by the Company such that it            will be deemed as having been Incurred pursuant to Section 4.03(a) or another clause in            Section 4.03(b) to the extent that such reclassified Indebtedness could be Incurred            pursuant to such paragraph or clause at the time of such reclassification.

(e)       For purposes of determining            compliance with any U.S. dollar denominated restriction on the Incurrence of            Indebtedness where the Indebtedness Incurred is denominated in a different currency,            the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the            date of the Incurrence of such Indebtedness;provided,however, that if any such Indebtedness            denominated in a different currency is subject to a Currency Agreement with respect to            U.S. dollars covering all principal, premium, if any, and interest payable on such            Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as            provided in such Currency Agreement. The principal amount of any Refinancing            Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be            the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that            (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in            which case the Refinancing Indebtedness will be determined in accordance with the            preceding sentence, and (2) the principal amount of the Refinancing Indebtedness            exceeds the principal amount of the Indebtedness being Refinanced, in which case the            U.S. Dollar Equivalent of such excess, as appropriate, will be determined on the date            such Refinancing Indebtedness is Incurred.

(f)        For purposes of            determining the outstanding amount of Indebtedness under any clause of this Section            4.03, Guarantees, Liens or letter of credit obligations supporting any Indebtedness            that is included in the calculation of the outstanding amount of Indebtedness shall not            be included so long as Incurred by a Person that could have Incurred such Indebtedness            pursuant to such clause.

SECTION            4.04.          Limitation on Restricted Payments.(a) Symmetry shall not, and shall not permit any Restricted            Subsidiary to, directly or indirectly, make a Restricted Payment if at the time            Symmetry or such Restricted Subsidiary makes such Restricted Payment:

(1)       a Default shall have            occurred and be continuing (or would result therefrom);

 

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(2)       Symmetry is not entitled to            Incur an additional $1.00 of Indebtedness under Section 4.03(a); or

(3)       the aggregate amount of            such Restricted Payment and all other Restricted Payments since the Issue Date would            exceed the sum of (without duplication):

(A)      50% of the Consolidated Net            Income accrued during the period (treated as one accounting period) from the beginning            of the fiscal quarter of Symmetry immediately following the fiscal quarter of Symmetry            during which the Issue Date occurs to the end of the most recent fiscal quarter of            Symmetry ending at least 45 days prior to the date of such Restricted Payment (or,            in case such Consolidated Net Income shall be a deficit, minus 100% of such            deficit);plus

(B)      100% of the aggregate Net Cash            Proceeds or Fair Market Value of any asset (other than cash or securities) received by            Symmetry either (x) from the issuance or sale of its Qualified Capital Stock            subsequent to the Issue Date or (y) as a contribution in respect of its Qualified            Capital Stock from its shareholders subsequent to the Issue Date, but excluding in each            case any Net Cash Proceeds that are used to redeem Securities pursuant to paragraph 5            of the Securities;plus

(C)      the amount by which Indebtedness            of Symmetry or any Restricted Subsidiary is reduced on Symmetry’s consolidated            balance sheet upon the conversion or exchange subsequent to the Issue Date of any            Indebtedness of Symmetry or any Restricted Subsidiary convertible or exchangeable for            Qualified Capital Stock of Symmetry (less the amount of any cash, or the fair value of            any other property, distributed by Symmetry or any Restricted Subsidiary upon such            conversion or exchange);provided,however, that the foregoing amount shall            not exceed the Net Cash Proceeds received by Symmetry or any Restricted Subsidiary from            the issuance or sale of such Indebtedness (excluding Net Cash Proceeds from issuances            or sales to a Subsidiary of Symmetry or to an employee stock ownership plan or a trust            established by Symmetry or any of its Subsidiaries for the benefit of their            employees);plus

(D)      an amount equal to the sum of            (x) the aggregate amount of cash and the Fair Market Value of any asset (other            than cash or securities) received by Symmetry or any Restricted Subsidiary subsequent            to the Issue Date with respect to Investments (other than Permitted Investments) made            by Symmetry or any Restricted Subsidiary in any Person and resulting from repurchases,            repayments or redemptions of such Investments by such Person, proceeds realized on the            sale of such Investment and proceeds representing the return of capital, and            (y) if the Company redesignates an Unrestricted Subsidiary to be a Restricted            Subsidiary, the portion (proportionate to Symmetry’s equity interest in such            Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary            at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;provided,however, that the foregoing sum shall not            exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of            Investments (excluding Permitted

             

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Investments) previously made (and treated as a Restricted Payment) by            Symmetry or any Restricted Subsidiary in such Person or Unrestricted            Subsidiary.

|   | (b) | The provisions of Section 4.04(a) shall not                            prohibit: |
|--------|-----|---------------------------------------------------------------------------------------|

(1)       any Restricted Payment made            out of the Net Cash Proceeds of the substantially concurrent sale of, or made by            exchange for, Qualified Capital Stock of Symmetry or a substantially concurrent cash            capital contribution received by Symmetry from its stockholders with respect to its            Qualified Capital Stock;provided,however, that (A) such Restricted            Payment shall be excluded in the calculation of the amount of Restricted Payments            pursuant to Section 4.04(a)(3) and (B) the Net Cash Proceeds from such sale or            exchange or such cash capital contribution (to the extent so used for such Restricted            Payment) shall be excluded from the calculation of amounts under            Section 4.04(a)(3)(B);

(2)       any purchase, repurchase,            redemption, defeasance or other acquisition or retirement for value of Subordinated            Obligations of Symmetry, the Company, a Subsidiary Guarantor or Novamerican Steel made            by exchange for, or out of the proceeds of the substantially concurrent Incurrence of,            Indebtedness of such Person which is permitted to be Incurred pursuant to Section            4.03;provided,however, that such purchase, repurchase,            redemption, defeasance or other acquisition or retirement for value shall be excluded            in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(3)       dividends paid within            60 days after the date of declaration thereof if at such date of declaration such            dividend would have complied with this Section 4.04;providedthat such dividend shall be            included in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(4)       so long as no Default has            occurred and is continuing, the purchase, redemption or other acquisition of shares of            Capital Stock of Symmetry or any of Symmetry's Subsidiaries from employees, former            employees, directors or former directors of Symmetry or any of Symmetry's Subsidiaries            (or permitted transferees of such employees, former employees, directors or former            directors), pursuant to the terms of the agreements (including employment agreements)            or plans (or amendments thereto) approved by the Board of Directors of Symmetry under            which such individuals purchase or sell or are granted the option to purchase or sell,            shares of such Capital Stock;provided,however, that the aggregate amount of such            Restricted Payments (excluding amounts representing cancellation of Indebtedness) shall            not exceed $1,000,000 in any calendar year; andprovidedfurther,however, that such Restricted Payments            shall be excluded in the calculation of the amount of Restricted Payments pursuant to            Section 4.04(a)(3);

(5)       the declaration and payment            of dividends on Disqualified Stock issued pursuant to Section 4.03;provided,however, that, at the time of payment of            such dividend, no Default shall have occurred and be continuing (or would result            therefrom);

             

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andprovidedfurther            ,however, that such dividends shall            be excluded in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(6)       repurchases of Capital            Stock deemed to occur upon exercise of stock options, warrants or other convertible            securities if such Capital Stock represents a portion of the exercise price            thereof;provided,however, that such Restricted Payments            shall be excluded in the calculation of the amount of Restricted Payments pursuant to            Section 4.04(a)(3);

(7)       cash payments in lieu of            the issuance of fractional shares in connection with the exercise of warrants, options            or other securities convertible into or exchangeable for Capital Stock of            Symmetry;provided,however, that any such cash payment shall            not be for the purpose of evading the limitation of this Section 4.04 (as determined in            good faith by the Board of Directors of Symmetry); andprovidedfurther            ,however, that such payments shall            be excluded in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(8)       in the event of a Change of            Control, and if no Default shall have occurred and be continuing, the payment,            purchase, redemption, defeasance or other acquisition or retirement of Subordinated            Obligations of Symmetry, the Company or any Subsidiary Guarantor, in each case, at a            purchase price not greater than 101% of the principal amount of such Subordinated            Obligations, plus any accrued and unpaid interest thereon;provided,however, that prior to such payment,            purchase, redemption, defeasance or other acquisition or retirement, the Company (or a            third party to the extent permitted by this Indenture) has made a Change of Control            Offer with respect to the Securities as a result of such Change of Control and has            repurchased all Securities validly tendered and not withdrawn in connection with such            Change of Control Offer; andprovidedfurther            ,however, that such payments,            purchases, redemptions, defeasances or other acquisitions or retirements shall be            included in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(9)       payments of intercompany            subordinated Indebtedness, the Incurrence of which was permitted under Section            4.03(b)(2);provided,however, that no Default shall have            occurred and be continuing (or would result therefrom); andprovidedfurther            ,however, that such payments shall            be excluded in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(10)     Restricted Payments in an amount            which, when taken together with all other Restricted Payments made pursuant to this            clause (10), do not exceed $15,000,000;provided,however, that at the time of each such            Restricted Payment and immediately after giving pro forma effect thereto, (A) no            Default shall have occurred and be continuing and (B) Symmetry would have been            entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section            4.03(a); andprovidedfurther            ,however, that such Restricted            Payment shall be included in the calculation of the amount of Restricted Payments            pursuant to Section 4.04(a)(3);

 

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(11)     cash payments to the registered            holders of the Existing Warrants in connection with the redemption by Symmetry of the            Existing Warrants;providedthat all            such cash payments made pursuant to this clause (11) shall not exceed $275,000 in            the aggregate; andprovidedfurtherthat such payments shall be            included in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3);

(12)     any dividend or distribution to all            holders of shares of Symmetry's common stock to redeem rights issued pursuant to any            stockholder rights plan, “poison pill” or similar arrangement;providedthat all such dividends and            distributions made pursuant to this clause (12) shall not exceed $1,000,000 in the            aggregate; andprovidedfurtherthat such payments shall be            included in the calculation of the amount of Restricted Payments pursuant to Section            4.04(a)(3); or

(13)     Restricted Payments made on the Issue            Date as part of the Transactions;provided,however, that such Restricted Payments            shall be excluded in the calculation of the amount of Restricted Payments pursuant to            Section 4.04(a)(3).

SECTION            4.05.          Limitation on Restrictions on Distributions from Restricted            Subsidiaries.Symmetry shall not, and shall not permit any of            the Restricted Subsidiaries to, create or otherwise cause or permit to exist or become            effective any consensual encumbrance or restriction on the ability of any of the            Restricted Subsidiaries to (a) pay dividends or make any other distributions on            its Capital Stock to Symmetry or a Restricted Subsidiary or pay any Indebtedness owed            to Symmetry or any Restricted Subsidiary (including Indebtedness under the Intercompany            Notes), (b) make any loans or advances to Symmetry or any Restricted Subsidiary or            (c) transfer any of its property or assets to Symmetry or any Restricted            Subsidiary, except:

|   | (1) | with respect to clauses (a), (b) and                            (c), |
|--------|-----|---------------------------------------------------------------------------|

(A)      any encumbrance or restriction            pursuant to an agreement in effect or entered into on the Issue Date, and any            encumbrance or restriction pursuant to the Security Documents or security documents            entered into pursuant to the Credit Agreement (as the Credit Agreement is in effect on            the Issue Date);

(B)      any encumbrance or restriction            with respect to Second-Priority Assets pursuant to a security agreement, pledge            agreement or other similar or related document in connection with any Credit Agreement            Obligation Incurred after the Issue Date;

(C)      any encumbrance or restriction            with respect to a Restricted Subsidiary pursuant to an agreement relating to any            Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which            such Restricted Subsidiary was acquired by Symmetry (other than Indebtedness Incurred            as consideration in, or to provide all or any portion of the funds or credit support            utilized to consummate, the transaction or series of related transactions pursuant to            which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by            Symmetry) and outstanding on such date;

 

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(D)      any encumbrance or restriction            contained in an agreement effecting a Refinancing of Indebtedness Incurred pursuant to            an agreement referred to in clause (A), (B) or (C) of clause (1) of            this Section 4.05 or this clause (D) or contained in any amendment to an agreement            referred to in clause (A), (B) or (C) of clause (1) of this Section            4.05 or this clause (D);provided,however, that the encumbrances and            restrictions with respect to such Restricted Subsidiary contained in any such agreement            or amendment (i) are no more restrictive, taken as a whole, than the encumbrances            and restrictions contained in such predecessor agreement and (ii) may restrict            (x) the ability of Novamerican Steel to pay Indebtedness owed to Symmetry, the            Company or any Subsidiary Guarantor or (y) the ability of Novamerican Steel to            transfer any Intercompany Note Assets, in the case of each of clauses (x) and            (y), only to the extent the terms of the Indebtedness being Refinanced contained a            similar restriction;

(E)       any encumbrance or            restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement            entered into for the sale or disposition of all or substantially all the Capital Stock            or assets of such Restricted Subsidiary pending the closing of such sale or            disposition;

(F)       any encumbrance or            restriction pursuant to applicable law, rule, regulation or order;

(G)      restrictions on cash, cash            equivalents, Temporary Cash Investments or other deposits or net worth imposed under            contracts entered into the ordinary course of business, including such restrictions            imposed by customers or insurance, surety or bonding companies;

(H)      any encumbrance or restriction            with respect to a Foreign Restricted Subsidiary entered into the ordinary course of            business or pursuant to the terms of Indebtedness that was Incurred by such Foreign            Restricted Subsidiary in compliance with the terms of this Indenture;providedthat, in the case of Novamerican            Steel, such encumbrance or restriction does not restrict its ability to pay            Indebtedness owed to Symmetry, the Company or any Subsidiary Guarantor;

(I)        provisions contained            in any license, permit or other accreditation with a regulatory authority entered into            the ordinary course of business;

(J)       provisions in agreements or            instruments which prohibit the payment or making of dividends or other distributions            other than on a pro rata basis;

(K)      customary provisions in joint            venture agreements and other similar agreements (in each case relating solely to the            respective joint venture or similar entity or the equity interests therein) entered in            the ordinary course of business; and

(L)       any encumbrance or            restriction existing under or by reason of Indebtedness or other contractual            requirements of a Receivables Entity or any

             

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Standard Securitization Undertaking, in each case in connection with a            Qualified Receivables Transaction;providedthat such restrictions apply only to such Receivables Entity and            Receivables and Related Assets;

|   | (2) | with respect to clause (c) only, |
|--------|-----|---------------------------------------|

(A)      any encumbrance or restriction            consisting of customary provisions in leases governing leasehold interests or licenses            of intellectual or other property to the extent such provisions restrict the transfer            or use of the lease or license, as applicable, or the property leased or licensed, as            applicable, thereunder; and

(B)      any encumbrance or restriction            contained in security agreements or mortgages securing Indebtedness of a Restricted            Subsidiary to the extent such encumbrance or restriction restricts the transfer of the            property subject to such security agreements or mortgages.

SECTION            4.06.          Limitation on Sales of Assets and Subsidiary Stock.(a)  Symmetry shall not, and shall not permit any Restricted            Subsidiary to, directly or indirectly, consummate any Asset Disposition with respect to            First-Priority Assets or the Non-ABL Intercompany Note Assets, unless:

(1)       Symmetry or such Restricted            Subsidiary receives consideration at the time of such Asset Disposition at least equal            to the Fair Market Value (including as to the value of all non-cash consideration) of            the shares and assets subject to such Asset Disposition;

(2)        at least 75% of the            consideration received therefor by Symmetry or such Restricted Subsidiary is in the            form of (A) cash or cash equivalents, (B) First-Priority Assets to be used in            a Related Business, to the extent they are added to the First-Priority Collateral            reasonably promptly after the acquisition, (C) in the case of Intercompany Note            Collateral, Intercompany Note Assets to be used in a Related Business, to the extent            that they are added to the Intercompany Note Collateral reasonably promptly after the            acquisition, or (D) Capital Stock in one or more Persons engaged in a Related            Business that are or thereby become Wholly Owned Subsidiaries;

(3)       to the extent that Capital            Stock of a Person is received by Symmetry and the Restricted Subsidiaries pursuant to            clause (2)(D) above, assets of such Person that qualify as First-Priority Assets            with a Fair Market Value equal to or greater than (A) 75% of the Fair Market Value            of the First-Priority Assets that are the subject of such Asset Disposition less            (B) the Fair Market Value of any consideration received by Symmetry and the            Restricted Subsidiaries pursuant to clause (2)(A) or (B) above are added to            the First-Priority Collateral reasonably promptly after the acquisition; and

(4)       an amount equal to 100% of            the Net Available Cash from such Asset Disposition is applied by Symmetry or such            Restricted Subsidiary, as the case may be:

(A)      first, to the extent Symmetry or such            Restricted Subsidiary so elects, to acquire Additional Assets within 365 days from            the later of the date of

             

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such Asset Disposition or the receipt of such Net Available Cash;providedthat such Additional Assets            constitute (x) First-Priority Assets that are added to the First-Priority            Collateral reasonably promptly after their acquisition, (y) in the case of Non-ABL            Intercompany Note Assets, Non-ABL Intercompany Note Assets that are added to the            Intercompany Note Collateral reasonably promptly after their acquisition, or            (z) Capital Stock of a Wholly Owned Subsidiary with assets that qualify as            First-Priority Assets to the extent that such First-Priority Assets, together with any            First-Priority Assets described in clause (x) above and any assets comprising            Intercompany Note Collateral described in clause (y) above, have a Fair Market            Value equal to or greater than the Net Available Cash applied pursuant to this            clause (A) and such First-Priority Assets are added to the First-Priority            Collateral reasonably promptly after the acquisition;

(B)      second, to the extent of the balance of            such Net Available Cash after application in accordance with clause (A) above, to make            an offer to purchase the Securities and any Other First-Priority Obligations pursuant            to and subject to the conditions set forth in clause (d) of this Section 4.06;            and

(C)      third, to the extent of the balance of such            Net Available Cash after application in accordance with clauses (A) and            (B) above, for any general corporate purpose not restricted by the terms of this            Indenture;

providedthat pending the final application            of any such Net Available Cash, (x) in the case of Net Available Cash from any            Asset Disposition of First-Priority Assets, it is deposited in the Notes Collateral            Account and pledged as additional First-Priority Collateral, and (y) in the case            of Net Available Cash from any Asset Disposition of Non-ABL Intercompany Note Assets,            it is deposited in the Intercompany Note Collateral Account and pledged as additional            Intercompany Note Collateral.

(b)       Symmetry shall not, and            shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any            Asset Disposition (other than an Asset Disposition subject to Section 4.06(a)),            unless:

(1)       other than in the case of            any Permitted Factoring Transaction, Symmetry or such Restricted Subsidiary receives            consideration at the time of such Asset Disposition at least equal to the Fair Market            Value (including as to the value of all non-cash consideration) of the shares and            assets subject to such Asset Disposition;

(2)       at least 75% of the            consideration received therefor by Symmetry or such Restricted Subsidiary is in the            form of (A) cash or cash equivalents or (B) Additional Assets; and

(3)       an amount equal to 100% of            the Net Available Cash from such Asset Disposition is applied by Symmetry (or such            Restricted Subsidiary, as the case may be),

(A)      first, to the extent that Symmetry or such            Restricted Subsidiary so elects (or is required by the terms of any Indebtedness), to            prepay, repay, redeem or purchase any Credit Agreement Obligations or any Indebtedness            (other than

             

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any Preferred Stock) of a Restricted Subsidiary (other than the Company)            that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to            Symmetry or an Affiliate of Symmetry) within 365 days from the later of the date            of such Asset Disposition or the receipt of such Net Available Cash;

(B)      second, to the extent of the balance of            such Net Available Cash after application in accordance with clause (A) above, to            the extent Symmetry or such Restricted Subsidiary so elects, to acquire Additional            Assets within 365 days from the later of the date of such Asset Disposition or the            receipt of such Net Available Cash; and

(C)      third, to the extent of the balance of such            Net Available Cash after application in accordance with clauses (A) and (B) above,            to make an offer to the Holders (and to holders of other Senior Indebtedness of the            Company designated by the Company) to purchase Securities (and such other Senior            Indebtedness of the Company pursuant to and subject to the conditions contained in this            Indenture and clause (d) of this Section 4.06);

provided,however, that in connection with any            prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or            (C) above, Symmetry or such Restricted Subsidiary shall cause the related loan            commitment (if any) to be reduced in an amount equal to the principal amount so            prepaid, repaid or purchased.

Notwithstanding the foregoing provisions of this paragraph (b), Symmetry            and the Restricted Subsidiaries shall not be required to apply any Net Available Cash            from Asset Dispositions in accordance with this paragraph (b) except to the extent            that the aggregate Net Available Cash from all Asset Dispositions that is not applied            in accordance with this paragraph (b) exceeds $5,000,000. Pending application of            Net Available Cash pursuant to this paragraph (b), such Net Available Cash shall be            invested in Temporary Cash Investments or applied to temporarily reduce revolving            credit Indebtedness.

(c)       For the purposes of this            Section 4.06, the following are deemed to be cash or cash equivalents:

(1)       the assumption or discharge            of Indebtedness of Symmetry or any Restricted Subsidiary (other than obligations in            respect of Disqualified Stock of Symmetry or Preferred Stock of a Subsidiary Guarantor            or Novamerican Steel) and the release of Symmetry or such Restricted Subsidiary from            all liability on such Indebtedness in connection with such Asset Disposition;providedthat, with respect to any Asset            Disposition subject to paragraph (a) above, such liabilities constituted trade            payables or First-Priority Obligations; and

(2)       any securities received by            Symmetry or any Restricted Subsidiary from the transferee that are converted by            Symmetry or such Restricted Subsidiary into cash within 90 days after such Asset            Disposition, to the extent of the cash received in that conversion.

 

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For            the purposes of this Section 4.06, any sale by Symmetry or a Restricted Subsidiary of            the Capital Stock of a Restricted Subsidiary that owns assets constituting            First-Priority Assets, Second-Priority Assets, Non-ABL Intercompany Note Assets or            Canadian ABL Assets shall be deemed to be a sale of such First-Priority Assets,            Second-Priority Assets, Non-ABL Intercompany Note Assets or Canadian ABL Assets (or, in            the event of a Restricted Subsidiary that owns assets that include all or any            combination of First-Priority Assets, Second-Priority Assets, Non-ABL Intercompany Note            Assets or Canadian ABL Assets, a separate sale of each of such First-Priority Assets,            Second-Priority Assets, Non-ABL Intercompany Note Assets and Canadian ABL Assets). If            any such sale (or a sale of assets that includes all or any combination of            First-Priority Assets, Second-Priority Assets, Non-ABL Intercompany Note Assets and            Canadian ABL Assets), the proceeds received by Symmetry and the Restricted Subsidiaries            in respect of such sale shall be allocated to the First-Priority Assets,            Second-Priority Assets, Non-ABL Intercompany Note Assets and Canadian ABL Assets in            accordance with their respective fair market values, which shall be determined by the            Board of Directors of Symmetry or an independent third party. In addition, for purposes            of this Section 4.06, any sale by Symmetry or any Restricted Subsidiary of the Capital            Stock of any Person that does not own any assets constituting First-Priority Assets or            Non-ABL Intercompany Note Assets will not be subject to paragraph (a) above, but            rather will be subject to paragraph (b) above.

(d)       In the event of an Asset            Disposition that requires the purchase of Securities (and, in the case of            clause (a)(4)(B) above, Other First-Priority Obligations, and, in the case of            clause (b)(3)(C) above, other Senior Indebtedness of the Company) pursuant to            clause (a)(4)(B) or (b)(3)(C) above, the Company shall purchase the Securities            tendered pursuant to an offer by the Company for the Securities (and such Other            First-Priority Obligations or Senior Indebtedness of the Company, as the case may be)            (the “Offer”) at a            purchase price of 100% of their principal amount (or, in the event such Other            First-Priority Obligations or Senior Indebtedness of the Company was issued with            significant original issue discount, 100% of the accreted value thereof), without            premium, plus accrued and unpaid interest (or, in respect of such Other First-Priority            Obligations or Senior Indebtedness, such lesser price, if any, as may be provided for            by the terms of such Other First-Priority Obligations or Senior Indebtedness of the            Company), in the case of the Securities, in accordance with the procedures (including            prorating in the event of oversubscription) set forth in Section 4.06(e) (it being            understood that the applicable Net Available Cash shall be applied ratably to the            Securities and such Other First-Priority Obligations or Senior Indebtedness based on            the respective amounts of the Securities and such Other First-Priority Obligations and            Senior Indebtedness). If the aggregate purchase price of the Securities and, as            applicable, Other First-Priority Obligations or Senior Indebtedness tendered exceeds            the Net Available Cash allotted to their purchase, the Company will select the            securities to be purchased on aproratabasis            but in round denominations, which in the case of the Securities will be denominations            of $1,000 principal amount or multiples thereof. The Company shall not be required to            make any such Offer pursuant to this Section 4.06 if the Net Available Cash available            therefor is less than $5,000,000 (which lesser amount shall be carried forward for            purposes of determining whether such an Offer is required with respect to the Net            Available Cash from any subsequent Asset Disposition). Upon completion of such Offer,            Net Available Cash will be deemed to be reduced by the aggregate amount of such            Offer.

(e)       (1)  Promptly,            and in any event within 10 days after the Company becomes obligated to make an            Offer, the Company shall deliver to the Trustee and send, by first-

 

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class            mail to each Holder, a written notice stating that the Holder may elect to have its            Securities purchased by the Company either in whole or in part (subject to prorating as            described in Section 4.06(d) in the event the Offer is oversubscribed) in integral            multiples of $1,000 of principal amount, at the applicable purchase price. The notice            shall specify a purchase date not less than 30 days nor more than 60 days after the            date of such notice (the “Purchase            Date”) and shall contain such information concerning            the business of the Company which the Company in good faith believes will enable such            Holders to make an informed decision (which at a minimum will include (A) the most            recently filed Annual Report on Form 10-K (including audited consolidated financial            statements) of the Company, the most recent subsequently filed Quarterly Report on Form            10-Q and any Current Report on Form 8-K of the Company filed subsequent to such            Quarterly Report, other than Current Reports describing Asset Dispositions otherwise            described in the offering materials (or corresponding successor reports), (B) a            description of material developments in the Company’s business subsequent to the            date of the latest of such Reports, and (C) if material, appropriateproformafinancial information) and all instructions and materials necessary to            tender Securities pursuant to the Offer, together with the information contained in            Section 4.06(e)(3).

(2)       Not later than the date            upon which written notice of an Offer is delivered to the Trustee as provided below,            the Company shall deliver to the Trustee an Officers’ Certificate as to            (A) the amount of the Offer (the “Offer            Amount”), including information as to any other Senior            Indebtedness included in the Offer, (B) the allocation of the Net Available Cash            from the Asset Dispositions pursuant to which such Offer is being made and (C) the            compliance of such allocation with the provisions of Section 4.06(a) and (b), as            applicable. On such date, the Company shall also irrevocably deposit with the Trustee            or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate            and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the            Purchase Date or on the Purchase Date if funds are immediately available by open of            business, an amount equal to the Offer Amount to be held for payment in accordance with            the provisions of this Section. If the Offer includes other Senior Indebtedness, the            deposit described in the preceding sentence may be made with any other paying agent            pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period            for which the Offer remains open (the “Offer            Period”), the Company shall deliver to the Trustee for            cancellation the Securities or portions thereof which have been properly tendered to            and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or            deliver payment (or cause the delivery of payment) to each tendering Holder in the            amount of the purchase price. In the event that the aggregate purchase price of the            Securities delivered by the Company to the Trustee is less than the Offer Amount            applicable to the Securities, the Trustee shall deliver the excess to the Company            immediately after the expiration of the Offer Period for application in accordance with            this Section 4.06.

(3)       Holders electing to have a            Security purchased shall be required to surrender the Security, with an appropriate            form duly completed, to the Company at the address specified in the notice at least            three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw            their election if the Trustee or the Company receives not later than one Business Day            prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the            name of the Holder, the principal amount of the

             

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Security which was delivered for purchase by the Holder and a statement            that such Holder is withdrawing its election to have such Security purchased. Holders            whose Securities are purchased only in part shall be issued new Securities equal in            principal amount to the unpurchased portion of the Securities surrendered.

(4)       At the time the Company            delivers Securities to the Trustee which are to be accepted for purchase, the Company            shall also deliver an Officers’ Certificate stating that such Securities are to            be accepted by the Company pursuant to and in accordance with the terms of this            Section. A Security shall be deemed to have been accepted for purchase at the time the            Trustee, directly or through an agent, mails or delivers payment therefor to the            surrendering Holder.

(f)        The Company will            comply, to the extent applicable, with the requirements of Section 14(e) of the            Exchange Act and any other securities laws or regulations in connection with the            repurchase of Securities pursuant to this Section 4.06. To the extent that the            provisions of any securities laws or regulations conflict with the provisions of this            Section 4.06, the Company will comply with the applicable securities laws and            regulations and will not be deemed to have breached its obligations under this Section            4.06 by virtue of its compliance with such securities laws or regulations.

SECTION            4.07.          Limitation on Negative Pledges.Symmetry            shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause            or permit to exist or become effective any consensual encumbrance or restriction on the            ability of Symmetry or any Restricted Subsidiary to create, Incur or permit to exist            (a) any Lien on any First-Priority Assets or Second-Priority Assets, in each case            securing the Notes Obligations, and (b) any Lien on any Intercompany Note            Collateral securing the Intercompany Obligations, except, in each case:

(1)       (A) any encumbrance or            restriction pursuant to applicable law or any applicable rule, regulation or order or            (B) any encumbrance or restriction pursuant to an agreement in effect at or            entered into on the Issue Date, and any encumbrance or restriction pursuant to the            Security Documents or security documents entered into pursuant to the Credit Agreement            (as the Credit Agreement is in effect on the Issue Date);

(2)       any encumbrance or            restriction contained in an agreement effecting a Refinancing of Indebtedness Incurred            pursuant to an agreement referred to in clause (1) of this Section 4.07 or this            clause (2) or contained in any amendment to an agreement referred to in            clause (1) of this Section 4.07 or this clause (2);provided,however, that the encumbrances and            restrictions contained in any such agreement or amendment are no more restrictive,            taken as a whole, than the encumbrances and restrictions contained in such predecessor            agreement;

(3)       with respect to a            Restricted Subsidiary, any customary restriction imposed pursuant to an agreement            entered into for the sale or disposition of all or substantially all the Capital Stock            or assets of such Restricted Subsidiary pending the closing of such sale or            disposition; or

 

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(4)       customary restrictions and            conditions provided by the terms of any (i) Permitted Lien (or the agreements            governing any Indebtedness to which such Permitted Lien relates) described under            clause (6) or (10) of the definition thereof or, to the extent Incurred in            connection with Refinancing Indebtedness that Refinances the Indebtedness secured by            such Permitted Lien, Permitted Liens described under clause (6), (10) or            (13) of the definition thereof;providedthat such restrictions or conditions apply only to the property or            assets that are the subject of such Permitted Lien and such restrictions and conditions            are no more restrictive than those provided by the terms of the Permitted Lien (or the            agreements governing any Indebtedness to which such Permitted Lien relates); and            (ii) agreement governing any Indebtedness permitted by clauses (5) and            (6) (only as it relates to clause (5) thereof) of Section 4.03(b);providedthat such restrictions or            conditions apply only to the property or assets of the applicable Restricted Subsidiary            and any such restrictions and conditions provided by the terms of any Refinancing            Indebtedness with respect to any such Indebtedness are no more restrictive than those            provided by the terms of the Indebtedness being Refinanced.

SECTION            4.08.          Limitation on Affiliate Transactions.(a)  Symmetry shall not, and shall not permit any Restricted            Subsidiary to, enter into or permit to exist any transaction (including the purchase,            sale, lease or exchange of any property, employee compensation arrangements or the            rendering of any service) with, or for the benefit of, any of its Affiliates (an            “Affiliate Transaction”)            unless: (1) the terms of the Affiliate Transaction are no less favorable to Symmetry or            such Restricted Subsidiary than those that could be obtained at the time of the            Affiliate Transaction in arm's-length dealings with a Person who is not an Affiliate;            (2) if such Affiliate Transaction involves an amount in excess of $5,000,000, the            terms of the Affiliate Transaction are set forth in writing and a majority of the            non-employee directors of Symmetry disinterested with respect to such Affiliate            Transaction have determined in good faith that the criteria set forth in            clause (1) of this paragraph (a) are satisfied and have approved the relevant            Affiliate Transaction as evidenced by a resolution of the Board of Directors of            Symmetry; and (3) if such Affiliate Transaction involves an amount in excess of            $15,000,000, the Board of Directors of Symmetry shall also have received a written            opinion from an Independent Qualified Party to the effect that such Affiliate            Transaction is fair, from a financial standpoint, to Symmetry and the Restricted            Subsidiaries or is not less favorable to Symmetry and the Restricted Subsidiaries than            could reasonably be expected to be obtained at the time in an arm’s-length            transaction with a Person who was not an Affiliate.

(b)       Section 4.08(a) shall            not prohibit (1) any Investment (other than a Permitted Investment) or other            Restricted Payment, in each case permitted to be made pursuant to (but only to the            extent included in the calculation of the amount of Restricted Payments made pursuant            to paragraph (a)(3) of) Section 4.04; (2) any issuance of securities, or            other payments, awards or grants in cash, securities or otherwise pursuant to, or the            funding of, employment arrangements, stock options and stock ownership plans approved            by the Board of Directors of Symmetry; (3) the payment of reasonable fees and            expenses and reasonable and customary indemnities to members of the Board of Directors            of Symmetry and the Restricted Subsidiaries who are not employees of Symmetry or any of            the Restricted Subsidiaries; (4) any transaction with Symmetry, a Restricted            Subsidiary or joint venture or similar entity which would constitute an Affiliate            Transaction solely because Symmetry or a Restricted Subsidiary owns an equity interest            in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;            (5) the

 

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issuance or sale of any Capital Stock (other than Disqualified Stock) of            Symmetry; (6) transactions with customers, clients, vendors, suppliers or other            purchasers or sellers of goods or services, in each case in the ordinary course of            business (including pursuant to joint venture agreements); (7) any transaction on            arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result            of such transactions; (8) the payment of reasonable and customary compensation and            other benefits (including retirement, health, option, deferred compensation and            benefits plans) and indemnities to officers and employees of Symmetry and the            Restricted Subsidiaries as determined in good faith by the Board of Directors of            Symmetry; and (9) any transaction effected as part of a Qualified Receivables            Transaction.

SECTION            4.09.          Limitation on Line of Business.Symmetry            shall not, and shall not permit any Restricted Subsidiary to, engage in any business            other than a Related Business.

SECTION            4.10.          Limitation on Liens.  Symmetry            shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,            Incur or permit to exist any Lien of any nature whatsoever on any of its properties            (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date            or thereafter acquired, securing any Indebtedness, other than Permitted            Liens.

SECTION            4.11.          Limitation on Sale/Leaseback            Transactions.  Symmetry shall not, and shall not            permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with            respect to any property unless:

(1)       Symmetry or such Restricted            Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the            Attributable Debt with respect to such Sale/Leaseback Transaction pursuant Section 4.03            and (B) create a Lien on such property securing such Attributable Debt pursuant to            Section 4.10;

(2)       the net proceeds received            by Symmetry or any Restricted Subsidiary in connection with such Sale/Leaseback            Transaction are at least equal to the Fair Market Value of such property;            and

(3)       Symmetry or such Restricted            Subsidiary applies the proceeds of such transaction in compliance with Section            4.06;

provided,however, that this Section 4.11 shall not            apply to the Issue Date Sale/Leaseback Transaction.

SECTION            4.12.          Change of Control.(a)  Upon the            occurrence of a Change of Control, each Holder shall have the right to require that the            Company purchase such Holder’s Securities at a purchase price in cash equal to            101% of the principal amount thereof, plus accrued and unpaid interest thereon to the            date of purchase (subject to the right of Holders on the relevant record date to            receive interest on the relevant interest payment date), in accordance with the terms            contemplated in Section 4.12(b);provided,however, that notwithstanding the            occurrence of a Change of Control, the Company shall not be obligated to purchase the            Securities pursuant

 

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to            this Section 4.12 in the event it has exercised its right to redeem all the Securities            pursuant to paragraph 5 of the Securities.

(b)       Within 30 days            following any Change of Control, the Company shall mail a notice to each Holder with a            copy to the Trustee (the “Change of Control            Offer”) stating:

(1)       that a Change of Control            has occurred and that such Holder has the right to require the Company to purchase such            Holder’s Securities at a purchase price in cash equal to 101% of the aggregate            principal amount thereof on the date of purchase, plus accrued and unpaid interest            thereon to the date of purchase (subject to the right of Holders on the relevant record            date to receive interest on the relevant interest payment date);

(2)       the circumstances and            relevant facts regarding such Change of Control (including information with respect            toproformahistorical income, cash flow and capitalization, in each case after            giving effect to such Change of Control);

(3)       the purchase date (which            shall be no earlier than 30 days nor later than 60 days from the date such            notice is mailed); and

(4)       the instructions, as            determined by the Company, consistent with this Section, that a Holder must follow in            order to have its Securities purchased.

(c)       Holders electing to have a            Security purchased will be required to surrender the Security, with an appropriate form            duly completed, to the Company at the address specified in the notice at least three            Business Days prior to the purchase date. Holders will be entitled to withdraw their            election if the Trustee or the Company receives not later than one Business Day prior            to the purchase date, a telegram, telex, facsimile transmission or letter setting forth            the name of the Holder, the principal amount of the Security which was delivered for            purchase by the Holder and a statement that such Holder is withdrawing his election to            have such Security purchased.

(d)       On the purchase date, all            Securities purchased by the Company under this Section shall be delivered by the            Company to the Trustee for cancellation, and the Company shall pay the purchase price            plus accrued and unpaid interest, if any, to the Holders entitled thereto.

(e)       If the terms of the Credit            Agreement prohibit the Company from making a Change of Control Offer or from purchasing            the Securities pursuant thereto, prior to the mailing of the notice to Holders            described in the preceding paragraph, but in any event within 30 days following any            Change of Control, the Company shall:

(1)       repay in full all            Indebtedness outstanding under the Credit Agreement or offer to repay in full all such            Indebtedness and repay the indebtedness of each Lender who has accepted such offer;            or

(2)       obtain the requisite            consent under the Credit Agreement to permit the purchase of the Securities as            described above.

 

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The            Company must first comply with the first sentence of this clause (e) before it shall be            required to purchase Securities in the event of a Change of Control;provided,however, that the Company’s failure            to comply with the first sentence of this clause (e) or to make a Change of Control            Offer because of any such failure shall constitute a default described in            Section 6.01(4) (and not under Section 6.01(2)).

(f)        The Company shall            comply, to the extent applicable, with the requirements of Section 14(e) of the            Exchange Act and any other securities laws or regulations in connection with the            repurchase of Securities pursuant to this Section. To the extent that the provisions of            any securities laws or regulations conflict with the provisions of this Section, the            Company shall comply with the applicable securities laws and regulations and shall not            be deemed to have breached its obligations under this Section by virtue of its            compliance with such securities laws or regulations.

SECTION            4.13.          Future Guarantors and Liens.Symmetry shall            cause (a) each Restricted Subsidiary that Guarantees any Credit Agreement            Obligations (other than Foreign Restricted Subsidiaries that Guarantee only the Credit            Agreement Obligations of Foreign Subsidiaries), (b) each Domestic Subsidiary that            is a Restricted Subsidiary that Incurs any Indebtedness (other than Indebtedness            permitted to be Incurred pursuant to clause (2), (3), (7), (8), (9), (10),            (12) or (14) of Section 4.03(b)) and (c) each Foreign Restricted            Subsidiary that Guarantees any Indebtedness of Symmetry or any of the Domestic            Subsidiaries to, in each case, reasonably promptly thereafter, (i) execute and deliver            to the Trustee a Guaranty Agreement pursuant to which such Subsidiary will Guarantee            payment of the Securities on the same terms and conditions as those set forth in this            Indenture, (ii) execute counterparts of or supplements to the Security Documents that            grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority            security interest in all First-Priority Assets owned by such Subsidiary, subject to            Permitted Liens and the Intercreditor Agreement, (iii) execute counterparts of or            supplements to the Security Documents that grant to the Collateral Agent, for the            benefit of the Secured Parties, a second-priority security interest in all            Second-Priority Assets owned by such Subsidiary, subject to Permitted Liens and the            Intercreditor Agreement, and (iv) so long as any Credit Agreement Obligations shall be            outstanding, or any commitment to extend credit that would give rise to Credit            Agreement Obligations shall be in effect, execute counterparts of or supplements to the            Intercreditor Agreement;provided,however, that any Non-Wholly Owned            Subsidiary (or any Special Purpose Holdco with respect to such Non-Wholly Owned            Subsidiary) will not be required to become a Subsidiary Guarantor and comply with            clauses (i), (ii), (iii) and (iv) above if the organizational documents thereof or            any related joint venture or similar agreements prohibit such Non-Wholly Owned            Subsidiary (or such Special Purpose Holdco) from becoming a party to the Guaranty            Agreement without the prior consent of the equityholders thereof (other than Symmetry            or any of its Subsidiaries);provided,further, that if (x) the combined            EBITDA of all such Non-Wholly Owned Subsidiaries and Special Purpose Holdcos that do            not become Subsidiary Guarantors pursuant to the preceding proviso exceed 15% of the            EBITDA of Symmetry and its Restricted Subsidiaries for the most recently ended four            consecutive fiscal quarter period of Symmetry for which financial statements are            publicly available or (y) the total assets of all such Non-Wholly Owned            Subsidiaries and Special Purpose Holdcos that do not become Subsidiary Guarantors            pursuant to the preceding proviso exceeds 15% of the total assets of Symmetry and its            Restricted Subsidiaries as of the last day of the most recently ended fiscal quarter            period of Symmetry for which financial statements are publicly available, then            Symmetry

 

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shall            cause some or all of such Non-Wholly Owned Subsidiaries and Special Purpose Holdcos to            become Subsidiary Guarantors so that the limits set forth in clauses (x) and            (y) above are not exceeded. Notwithstanding the foregoing, if granting the            security interests by any Subsidiary as described in clause (ii) or (iii) above is            not permitted in any respect by the terms of any encumbrance or restriction permitted            under Section 4.07, such Subsidiary will not be required to grant such security            interest to the extent not so permitted.

SECTION            4.14.          Further Assurances.If any assets            constituting First-Priority Assets or Second-Priority Assets are acquired pursuant to            Section 4.06 or any other material assets constituting First-Priority Assets or            Second-Priority Assets are acquired by Symmetry, the Company or any Subsidiary            Guarantor after the Issue Date (other than assets constituting Collateral under the            Security Documents that become subject to the Lien of the Security Documents upon the            acquisition thereof), Symmetry, the Company or such Subsidiary Guarantor shall give            prompt notice thereof to the Trustee and shall execute and deliver such mortgages,            deeds of trust, security instruments and financing statements as shall be reasonably            necessary or requested by the Collateral Agent to vest in the Collateral Agent, for the            benefit of the Secured Parties, a perfected first-priority security interest or            second-priority security interest, as applicable, in each case subject to Permitted            Liens and the Intercreditor Agreement, in such assets.

SECTION            4.15.          Intercompany Notes.(a)  Promptly            after the making of each Intercompany Loan, Symmetry or the Company shall notify the            Trustee of the amount of such Intercompany Loan, and the Company shall cause            Novamerican Steel to issue to the Company one or more Intercompany Notes representing            the full amount of such Intercompany Loan. Each Intercompany Note shall be in the form            of Exhibit B, payable to the order of the Company upon demand and duly executed by            Novamerican Steel. Each Intercompany Note will constitute a First-Priority Asset and            shall be pledged and delivered by the Company to the Collateral Agent, for the benefit            of the Secured Parties, as a part of the First-Priority Collateral, subject to            Permitted Liens and the Intercreditor Agreement. The Intercompany Obligations in            respect of each Intercompany Note shall be secured by the Intercompany Note Assets,            subject to Permitted Liens and the limitations described below.

(b)       Notwithstanding anything to            the contrary set forth in this Indenture or any Intercompany Note Document, the            Intercompany Note Documents may include provisions to the effect that, if and for so            long as the Canadian Collateral Agent determines that the cost of creating or            perfecting Liens on, or obtaining title insurance, legal opinions or other deliverables            with respect to, particular assets of Novamerican is excessive in view of the benefits            to be obtained by the secured party thereunder, such Liens or deliverables shall not be            required.

(c)       Neither Symmetry nor any            Restricted Subsidiary shall (i) cause or permit the terms of any Intercompany Loan            or Intercompany Note or any related document (including any Intercompany Note Security            Document) to be amended, modified or waived in any respect (except that the Company and            Novamerican Steel may agree to change the dates of payment of interest on, the rate at            which interest accrues on, or the currency of payment of, or defer the payments of            interest on, any Intercompany Note, and the Trustee may, without the consent of the            Holders, approve any other amendment, modification or waiver that it determines is not            adverse to the Holders), (ii) cancel or compromise any Intercompany Loan or            Intercompany Note or

 

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contribute any Intercompany Note to the capital of Novamerican Steel or            any other Subsidiary of Symmetry, (iii) transfer or assign, or create any            consensual Lien on (other than pursuant to the Security Documents and the Credit            Agreement), any Intercompany Loan or Intercompany Note or (iv) demand or accept            any payment under any Intercompany Note (other than payments of interest when and as            due and prepayments permitted under paragraph (d) below). In making any            determination referred to in clause (i) above, the Trustee shall be entitled to rely on            an Officers’ Certificate and an Opinion of Counsel, in each case, stating that            the proposed amendment, modification or waiver is not adverse to the Holders. Subject            to Section 7.01, the Trustee shall be fully protected in relying upon any such            Officers’ Certificate or Opinion of Counsel.

(d)       In the case of the            Intercompany Loan made on the Issue Date as part of the Transactions, neither Symmetry            nor any Restricted Subsidiary shall cause or permit such Intercompany Loan or the            Intercompany Note representing such Intercompany Loan to be prepaid or repaid (and the            Company shall not demand prepayment or repayment) unless the proceeds of such            prepayment or repayment are applied to (i) the Securities tendered pursuant to an offer            by the Company for the Securities (the “Intercompany            Note Offer”) at a purchase price of 100% of their            principal amount, without premium, plus accrued and unpaid interest, in accordance with            the procedures set forth in paragraph (e) below, or (ii) redeem Notes in            accordance paragraph 5 of the Securities.

(e)       (1) If the aggregate            purchase price of the Securities tendered in connection with an Intercompany Note Offer            exceeds the proceeds of the applicable prepayment or repayment of Intercompany Loans,            the Company will select the Securities to be purchased on aproratabasis            but in round denominations, which in the case of the Securities will be denominations            of $1,000 principal amount or multiples thereof.

(2)       Promptly, and in any event            within 10 days after the Company becomes obligated to make an Intercompany Note            Offer, the Company shall deliver to the Trustee and send, by first-class mail to each            Holder, a written notice stating that the Holder may elect to have its Securities            purchased by the Company either in whole or in part (subject to prorating as described            in Section 4.15(e)(1) in the event the Intercompany Note Offer is oversubscribed) in            integral multiples of $1,000 of principal amount, at the applicable purchase price. The            notice shall specify a purchase date not less than 30 days nor more than 60 days after            the date of such notice (the “Intercompany Note Purchase            Date”) and shall contain such information concerning            the business of the Company that the Company in good faith believes will enable such            Holders to make an informed decision (which at a minimum will include (A) the most            recently filed Annual Report on Form 10-K (including audited consolidated financial            statements) of the Company, the most recent subsequently filed Quarterly Report on Form            10-Q and any Current Report on Form 8-K of the Company filed subsequent to such            Quarterly Report, (B) a description of material developments in the            Company’s business subsequent to the date of the latest of such Reports, and            (C) if material, appropriateproformafinancial information) and all            instructions and materials necessary to tender Securities pursuant to the            Offer.

(3)       Not later than the date            upon which written notice of an Intercompany Note Offer is delivered to the Trustee as            provided below, the Company shall deliver to the Trustee an Officers’ Certificate            as to (A) the amount of the Intercompany Note Offer (the

             

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“Intercompany Note Offer            Amount”), and (B) the compliance of with the            provisions of Section 4.15(d). On such date, the Company shall also irrevocably            deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its            own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing            on the last day prior to the Purchase Date or on the Intercompany Note Purchase Date if            funds are immediately available by open of business, an amount equal to the            Intercompany Note Offer Amount to be held for payment in accordance with the provisions            of this Section. Upon the expiration of the period for which the Intercompany Note            Offer remains open (the “Intercompany Note Offer            Period”), the Company shall deliver to the Trustee for            cancellation the Securities or portions thereof which have been properly tendered to            and are to be accepted by the Company. The Trustee shall, on the Intercompany Note            Purchase Date, mail or deliver payment (or cause the delivery of payment) to each            tendering Holder in the amount of the purchase price. In the event that the aggregate            purchase price of the Securities delivered by the Company to the Trustee is less than            the Intercompany Note Offer Amount applicable to the Securities, the Trustee shall            deliver the excess to the Company immediately after the expiration of the Intercompany            Note Offer Period.

(4)       Holders electing to have a            Security purchased shall be required to surrender the Security, with an appropriate            form duly completed, to the Company at the address specified in the notice at least            three Business Days prior to the Intercompany Note Purchase Date. Holders shall be            entitled to withdraw their election if the Trustee or the Company receives not later            than one Business Day prior to the Intercompany Note Purchase Date, a telex, facsimile            transmission or letter setting forth the name of the Holder, the principal amount of            the Security which was delivered for purchase by the Holder and a statement that such            Holder is withdrawing its election to have such Security purchased. Holders whose            Securities are purchased only in part shall be issued new Securities equal in principal            amount to the unpurchased portion of the Securities surrendered.

(5)       At the time the Company            delivers Securities to the Trustee which are to be accepted for purchase, the Company            shall also deliver an Officers’ Certificate stating that such Securities are to            be accepted by the Company pursuant to and in accordance with the terms of this            Section. A Security shall be deemed to have been accepted for purchase at the time the            Trustee, directly or through an agent, mails or delivers payment therefor to the            surrendering Holder.

(6)       The Company will comply, to            the extent applicable, with the requirements of Section 14(e) of the Exchange Act            and any other securities laws or regulations in connection with the repurchase of            Securities pursuant to this Section 4.15. To the extent that the provisions of any            securities laws or regulations conflict with the provisions of this Section 4.15, the            Company will comply with the applicable securities laws and regulations and will not be            deemed to have breached its obligations under this Section 4.15 by virtue of its            compliance with such securities laws or regulations.

(f)        If any assets            constituting Intercompany Note Assets are acquired under Section 4.06 or any other            material assets constituting Intercompany Note Assets are acquired by

 

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Novamerican Steel after the Issue Date (other than assets constituting            Intercompany Note Collateral under the Intercompany Note Security Documents that become            subject to the Lien of the Intercompany Note Security Documents upon the acquisition            thereof), Novamerican Steel shall execute and deliver such mortgages, deeds of trust,            security instruments and financing statements as shall be reasonably necessary or            requested by the Canadian Collateral Agent to vest in the Canadian Collateral Agent,            for the benefit of the Company (and its successors and assigns), a security interest,            subject to Permitted Liens, in such assets.

SECTION            4.16.          Compliance Certificate.The Company shall            deliver to the Trustee within 120 days after the end of each fiscal year of the            Company an Officers’ Certificate stating that in the course of the performance by            the signers of their duties as Officers of the Company they would normally have            knowledge of any Default and whether or not the signers know of any Default that            occurred during such period. If they do, the certificate shall describe the Default,            its status and what action the Company is taking or proposes to take with respect            thereto. The Company also shall comply with TIA § 314(a)(4).

SECTION            4.17.          Further Instruments and Acts.Symmetry, the            Company and the Subsidiary Guarantors shall execute and deliver such further            instruments and do such further acts as may be reasonably necessary or proper to carry            out more effectively the purpose of this Indenture.

Article 5

             

Successor Company

SECTION            5.01.          When Symmetry, Holdings and the Company May Merge or Transfer            Assets.(a)  None of Symmetry, Holdings or the            Company shall consolidate with or merge with or into, or convey, transfer or lease, in            one transaction or a series of transactions, directly or indirectly, all or            substantially all its assets to, any Person, unless:

(1)       the resulting, surviving or            transferee Person (the “Successor            Company”) shall be a corporation organized and existing            under the laws of the United States of America, any State thereof or the District of            Columbia and the Successor Company (if not Symmetry, Holdings or the Company, as            applicable) shall expressly assume, by an agreement supplemental thereto, executed and            delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the            obligations of Symmetry, Holdings or the Company, as applicable, under the Securities,            this Indenture and the Security Documents to which it is a party;

(2)       immediately after            givingproformaeffect to such transaction (and treating any Indebtedness which becomes            an obligation of the Successor Company or any Subsidiary as a result of such            transaction as having been Incurred by the Successor Company or such Subsidiary at the            time of such transaction), no Default shall have occurred and be continuing;

 

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(3)       immediately after            givingproformaeffect to such transaction, the Successor Company would be able to Incur            an additional $1.00 of Indebtedness pursuant to Section 4.03(a);

(4)       the Company shall have            delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each            stating that such consolidation, merger or transfer and such supplemental agreement (if            any) comply with this Indenture; and

(5)       the Company shall have            delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not            recognize income, gain or loss for Federal income tax purposes as a result of such            transaction and will be subject to Federal income tax on the same amounts, in the same            manner and at the same times as would have been the case if such transaction had not            occurred;

provided,however, that clause (3) will not be            applicable to (x) any consolidation, merger or transfer between Symmetry, Holdings            or the Company and a Wholly Owned Subsidiary that is a Guarantor or (y) Symmetry,            Holdings or the Company merging with an Affiliate of Symmetry, Holdings or the Company,            as applicable, solely for the purpose and with the sole effect of reincorporating            Symmetry, Holdings or the Company, as applicable, in another jurisdiction.

For purposes of this Section 5.01, the sale, lease, conveyance,            assignment, transfer or other disposition of all or substantially all of the properties            and assets of one or more Subsidiaries of Symmetry, Holdings or the Company, which            properties and assets, if held by Symmetry, Holdings or the Company, as applicable,            instead of such Subsidiaries, would constitute all or substantially all of the            properties and assets of Symmetry, Holdings or the Company, as applicable, on a            consolidated basis, shall be deemed to be the transfer of all or substantially all of            the properties and assets of Symmetry, Holdings or the Company, as            applicable.

The Successor Company will be the successor to Symmetry, Holdings or the            Company, as applicable, and shall succeed to, and be substituted for, and may exercise            every right and power of, Symmetry, Holdings or the Company, as applicable, under this            Indenture, and the predecessor Company, except in the case of a lease, shall be            released from the obligation to pay the principal of and interest on the            Securities.

(b)       Symmetry will not permit            any Subsidiary Guarantor (other than Holdings) or Novamerican Steel to, consolidate            with, amalgamate or merge with or into, or convey, transfer or lease, in one            transaction or a series of transactions, all or substantially all of its assets to any            Person unless:

(1)       except in the case of a            Subsidiary Guarantor that has, or, in the case of Novamerican Steel, except if            Novamerican Steel has, (x) been disposed of in its entirety to another Person            (other than to Symmetry or an Affiliate of Symmetry), whether through a merger,            consolidation or sale of Capital Stock or assets or (y) as a result of the            disposition of all or a portion of its Capital Stock, ceased to be a Subsidiary of            Symmetry, in both cases, if in connection therewith the Company provides an            Officers’ Certificate to the Trustee to the effect that Symmetry and the            Restricted Subsidiaries will comply with

             

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their obligations under Section 4.06. In respect of such disposition,            the resulting, surviving or transferee Person (if not such Subsidiary) shall be a            Person organized and existing under the laws of the jurisdiction under which such            Subsidiary was organized or under the laws of the United States of America, or any            State thereof or the District of Columbia, and such Person shall expressly assume            (A) in the case of a consolidation, merger, conveyance, transfer or lease            involving a Subsidiary Guarantor, by a Guaranty Agreement and a supplement to the            Security Documents to which such Subsidiary is a party, in a form reasonably            satisfactory to the Trustee, all the obligations of such Subsidiary under its Note            Guarantee and such Security Documents and (B) in the case of a consolidation,            merger, amalgamation, conveyance, transfer or lease involving Novamerican Steel, by one            or more Intercompany Notes, all the Intercompany Obligations;

(2)       immediately after giving            effect to such transaction or transactions on aproformabasis            (and treating any Indebtedness which becomes an obligation of the resulting, surviving            or transferee Person as a result of such transaction as having been issued by such            Person at the time of such transaction), no Default shall have occurred and be            continuing; and

(3)       the Company delivers to the            Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that            such consolidation, merger, amalgamation or transfer and such Guaranty Agreement or            supplement to such Security Documents or new Intercompany Note, as applicable, complies            with this Indenture.

Article 6

             

Defaults and Remedies

|   | SECTION 6.01. | Events of Default.An                            “Event of Default” occurs if: |
|--------|---------------|-------------------------------------------------------------------------------------------|

(1)       the Company defaults in any            payment of interest on any Security when the same becomes due and            payable,and such default continues for a period of 30            days;

(2)       the Company defaults in the            payment of principal of any Security at its Stated Maturity, upon optional redemption,            upon required purchase, upon declaration of acceleration or otherwise;

(3)       Symmetry, the Company, any            Subsidiary Guarantor or Novamerican Steel fails to comply with            Section 5.01;

(4)       Symmetry or any Restricted            Subsidiary fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,            4.09, 4.10, 4.11, 4.12, 4.13, 4.14 or 4.15 (other than a failure to purchase Securities            when required under Section 4.06, 4.12 or 4.15) and such failure continues for            30 days after the notice specified below;

(5)       Symmetry, the Company, any            Subsidiary Guarantor or Novamerican Steel fails to comply with its other agreements            contained in the Securities, this Indenture, the Security Documents, the Intercompany            Notes or the Intercompany Note Security

             

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Documents (other than those referred to in clause (1), (2), (3) or            (4) above) and such failure continues for 60 days after the notice specified            below;

(6)       Indebtedness of Symmetry,            the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within            any applicable grace period after final maturity or is accelerated by the holders            thereof because of a default and the total amount of such Indebtedness unpaid or            accelerated exceeds $10,000,000;

(7)        Symmetry, the            Company, any Subsidiary Guarantor 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 any substantial part of its property; or

|   | (D) | makes a general assignment for the benefit of its                            creditors; |
|--------|-----|-----------------------------------------------------------------------------------------|

or takes any comparable action under any foreign laws relating to            insolvency;

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

(A)      is for relief against Symmetry,            the Company, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary            case;

(B)      appoints a Custodian of Symmetry,            the Company, any Subsidiary Guarantor or any Significant Subsidiary or for any            substantial part of its property; or

(C)      orders the winding up or            liquidation of Symmetry, the Company, any Subsidiary Guarantor or any Significant            Subsidiary;

or any similar relief is granted under any foreign laws and the order or            decree remains unstayed and in effect for 60 days;

(9)       any judgment or decree for            the payment of money in excess of $10,000,000 is entered against Symmetry, the Company,            any Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a            period of 60 consecutive days following the entry of such judgment or decree and is not            discharged, waived or the execution thereof stayed; or

(10)     (A) any Note Guarantee, or any            Security Document executed by, or any security interest granted thereunder by, the            Company or a Guarantor ceases to be in full force and effect (except as contemplated by            the terms of this Indenture, the Security

             

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Documents, the Intercreditor Agreement or the Notes Guarantees), except            (i) as a result of (x) the failure of the Collateral Agent to take any action            reasonably requested by the Company in order to maintain a valid and perfected Lien on            any Collateral or (y) any action taken by the Credit Agent or the Collateral Agent            to release any Lien on any Collateral or (ii) Liens on any item of Collateral with            a fair market value not exceeding $500,000;providedthat the fair market value of all            such Collateral shall not exceed $5,000,000 in the aggregate, (B) the Company or            any Guarantor or Person acting by or on behalf of the Company or such Guarantor denies            or disaffirms the obligations of the Company or such Guarantor, as applicable, under            this Indenture, any Note Guarantee or any Security Document, (C) any Intercompany            Note or Intercompany Note Security Document executed by, or any security interest            granted thereunder by, Novamerican Steel ceases to be in full force and effect (except            as contemplated by the terms of this Indenture, such Intercompany Note, the            Intercompany Note Security Documents or the Intercreditor Agreement), except            (i) as a result of any action taken by the Trustee or the Canadian Collateral            Agent to release any Lien on any Intercompany Note Collateral or (ii) Liens on any            item of Intercompany Note Collateral with a fair market value not exceeding            $500,000;providedthat the fair            market value of all such Intercompany Note Collateral shall not exceed $5,000,000 in            the aggregate, (D) Novamerican Steel or any Person acting by or on behalf of            Novamerican Steel denies or disaffirms the obligations of Novamerican Steel under any            Intercompany Note or any Intercompany Note Security Document or (E) the            Intercreditor Agreement ceases to be in full force and effect (except as contemplated            by the terms of this Indenture, the Security Documents, the Intercreditor Agreement and            the Note Guarantees).

The foregoing will constitute Events of Default whatever the reason for            any such Event of Default and whether it is voluntary or involuntary or is effected by            operation of law or pursuant to any judgment, decree or order of any court or any            order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11,United States Code, or any similar Federal            or state law for the relief of debtors. The term “Custodian” means any            receiver, trustee, assignee, liquidator, custodian or similar official under any            Bankruptcy Law.

A Default under clauses (4) or (5) is not an Event of Default until the            Trustee or the Holders of at least 25% in principal amount of the outstanding            Securities notify the Company of the Default and such Default is not cured within the            time specified after receipt of such notice. Such notice must specify the Default,            demand that it be remedied and state that such notice is a “Notice of            Default”.

The Company shall deliver to the Trustee, within 30 days after the            occurrence thereof, written notice in the form of an Officers’ Certificate of any            Event of Default under clause (6) or (10) and any event which with the giving of            notice or the lapse of time would become an Event of Default under clause (4), (5)            or (9), its status and what action the Company is taking or proposes to take with            respect thereto.

SECTION            6.02.          Acceleration.If an Event of Default (other            than an Event of Default specified in Section 6.01(7) or (8) with respect to the            Company) occurs and is

 

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continuing, the Trustee by notice to the Company, or the Holders of at            least 25% in principal amount of the outstanding Securities by notice to the Company            and the Trustee, may declare the principal of and accrued and unpaid interest on all            the Securities to be due and payable. Upon such a declaration, such principal and            interest shall be due and payable immediately. If an Event of Default specified in            Section 6.01(7) or (8) with respect to the Company occurs, the principal of and            interest on all the Securities shallipsofactobecome and be immediately due and            payable without any declaration or other act on the part of the Trustee or any Holders.            The Holders of a majority in principal amount of the Securities by notice to the            Trustee may rescind an acceleration and its consequences if (i) the rescission would            not conflict with any judgment or decree, (ii) if all existing Events of Default have            been cured or waived except nonpayment of principal or interest that has become due            solely because of acceleration and (iii) all sums paid or advanced by the Trustee            hereunder and the reasonable compensation, expenses, disbursements and advances of the            Trustee, its agents and counsel and other amounts due the Trustee under Section 7.07            have been paid. No such rescission shall affect any subsequent Default or impair any            right consequent thereto.

SECTION            6.03.          Other Remedies.If an Event of Default            occurs and is continuing, the Trustee may pursue any available remedy to collect the            payment of principal of or interest on the Securities or to enforce the performance of            any provision of the Securities or this Indenture, including any action referred to in            Section 11.05.

The Trustee may maintain a proceeding even if it does not possess any of            the Securities 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.

SECTION            6.04.          Waiver of Past Defaults.Subject to Section            6.02, the Holders of a majority in principal amount of the Securities by notice to the            Trustee may waive an existing Default and its consequences except (a) a Default in            the payment of the principal of or interest on a Security (b) a Default arising            from the failure to redeem or purchase any Security when required pursuant to this            Indenture or (c) a Default in respect of a provision that under Section 9.02            cannot be amended without the consent of each Holder affected. When a Default is            waived, it is deemed cured, but no such waiver shall extend to any subsequent or other            Default or impair any consequent right.

SECTION            6.05.          Control by Majority.The Holders of a            majority in principal amount of the Securities may direct the time, method and place of            conducting any proceeding for any remedy available to the Trustee or of exercising any            trust or power conferred on the Trustee. However, the Trustee may refuse to follow any            direction that conflicts with law or this Indenture or, subject to Section 7.01, that            the Trustee determines is unduly prejudicial to the rights of other Holders or would            involve the Trustee in personal liability;provided,however, that the Trustee may take any            other action deemed proper by the Trustee that is not inconsistent with such direction.            Prior to taking any action hereunder, the Trustee shall be entitled to indemnification            reasonably satisfactory to it against all losses and expenses caused by taking or not            taking such action.

 

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SECTION            6.06.          Limitation on Suits.Except to enforce the            right to receive payment of principal, premium (if any) or interest when due, no Holder            may pursue any remedy with respect to this Indenture or the Securities            unless:

(1)       the Holder has given to the            Trustee written notice stating that an Event of Default is continuing;

(2)       the Holders of at least 25%            in principal amount of the outstanding Securities have made a written request to the            Trustee to pursue the remedy;

(3)       such Holder or Holders have            offered to the Trustee reasonable security or indemnity against any loss, liability or            expense;

(4)       the Trustee has not            complied with the request within 60 days after receipt of the request and the offer of            security or indemnity; and

(5)       the Holders of a majority            in principal amount of the outstanding Securities have not given the Trustee a            direction inconsistent with the request during such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another            Holder or to obtain a preference or priority over another Holder. In the event that the            Definitive Securities are not issued to any beneficial owner promptly after the            Registrar has received a request from the Holder of a Global Security to issue such            Definitive Securities to such beneficial owner of its nominee, the Company expressly            agrees and acknowledges, with respect to the right of any Holder to pursue a remedy            pursuant to this Indenture, the right of such beneficial holder of Securities to pursue            such remedy with respect to the portion of the Global Security that represents such            beneficial holder’s Securities as if such Definitive Securities had been            issued.

SECTION            6.07.          Rights of Holders to Receive Payment.Notwithstanding any other provision of this Indenture, the right of any            Holder to receive payment of principal of and interest on the Securities held by such            Holder, on or after the respective due dates expressed in the Securities, or to bring            suit for the enforcement of any such payment on or after such respective dates, shall            not be impaired or affected without the consent of such Holder.

SECTION            6.08.          Collection Suit by Trustee.If an Event of            Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee            may recover judgment in its own name and as trustee of an express trust against the            Company for the whole amount then due and owing (together with interest on any unpaid            interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION            6.09.          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 and the Holders allowed in any            judicial proceedings relative to the Company, its creditors or its property and, unless            prohibited by law or applicable regulations, may vote on behalf of the Holders in any            election of a trustee in bankruptcy or other Person performing similar functions, and            any Custodian in any such judicial proceeding is hereby authorized by each Holder to            make payments to the Trustee and, in the event that the Trustee

 

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shall            consent to the making of such payments directly to the Holders, to pay to the Trustee            any amount due it for the reasonable compensation, expenses, disbursements and advances            of the Trustee, its agents and its counsel, and any other amounts due the Trustee under            Section 7.07.

SECTION            6.10.          Priorities.If the Trustee collects any            money or property pursuant to this Article 6 (including as a result of taking any            action referred to in Section 11.05), it shall pay out the money or property 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 Securities for principal and interest, ratably, without            preference or priority of any kind, according to the amounts due and payable on the            Securities for principal and interest, respectively; and

|   | THIRD: | to the Company. |
|--------|--------|-----------------|

The Trustee may fix a record date and payment date for any payment to            Holders pursuant to this Section. At least 15 days before such record date, the            Company shall mail to each Holder and the Trustee a notice that states the record date,            the payment date and amount to be paid.

SECTION            6.11.          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 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 does not apply to a suit by the Trustee, a suit by a Holder            pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal            amount of the Securities.

SECTION            6.12.          Waiver of Stay or Extension Laws.The            Company (to the extent it may lawfully do so) shall not at any time insist upon, or            plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay            or extension law wherever enacted, now or at any time hereafter in force, which may            affect the covenants or the performance of this Indenture; and the Company (to the            extent that it may lawfully do so) hereby expressly waives all benefit or advantage of            any such law, and 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.

Article 7

             

Trustee

SECTION            7.01.          Duties of Trustee.(a)  If an            Event of Default has occurred and is continuing, the Trustee shall exercise 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 circumstances in the            conduct of such Person’s own affairs.

 

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|   | (b) | Except during the continuance of an Event of                            Default: |
|--------|-----|----------------------------------------------------------------------------------|

(1)       the Trustee undertakes to            perform such duties and only such duties as are specifically set forth in this            Indenture and no implied covenants or obligations shall be read into this Indenture            against the Trustee; and

(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. However,            the Trustee shall examine the certificates and opinions to determine whether or not            they conform to the requirements of this Indenture.

(c)       The Trustee may not be            relieved from liability for its own negligent action, its own negligent failure to act            or its own wilful misconduct, except that:

(1)       this paragraph does not            limit the effect of paragraph (b) of this Section;

(2)       the Trustee shall not be            liable for any error of judgment made in good faith by a Trust Officer unless it is            proved that the Trustee was negligent in ascertaining the pertinent facts;            and

(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 Section 6.05.

(d)       Every provision of this            Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b)            and (c) of this Section.

(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 Company.

(f)        Money held in trust            by the Trustee need not be segregated from other funds except to the extent required by            law.

(g)       No provision of this            Indenture shall require the Trustee to expend or risk its own funds or otherwise incur            financial liability in the performance of any of its duties hereunder or in the            exercise of any of its rights or powers, if it shall have reasonable grounds to believe            that repayment of such funds or adequate indemnity against such risk or liability is            not reasonably assured to it.

(h)       Every provision of this            Indenture relating to the conduct or affecting the liability of or affording protection            to the Trustee shall be subject to the provisions of this Section and to the provisions            of the TIA.

SECTION            7.02.          Rights of Trustee.(a)  The            Trustee may rely on any document 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.

 

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(b)       Before the Trustee acts or            refrains from acting, it may require an Officers’ Certificate or an Opinion of            Counsel. The Trustee shall not be liable for any action it takes or omits to take in            good faith in reliance on the Officers’ Certificate or Opinion of            Counsel.

(c)       The Trustee may act through            agents and shall not be responsible for the misconduct or negligence of any agent            appointed with due care.

(d)       The Trustee shall not be            liable for any action it takes or omits to take in good faith which it believes to be            authorized or within its rights or            powers;provided,however, that the Trustee’s conduct            does not constitute wilful misconduct or negligence.

(e)       The Trustee may consult            with counsel, and the advice or opinion of counsel with respect to legal matters            relating to this Indenture and the Securities shall be full and complete authorization            and protection from liability in respect to any action taken, omitted or suffered by it            hereunder in good faith and in accordance with the advice or opinion of such            counsel.

(f)        The Trustee shall at            no time have any responsibility or liability for or with respect to the legality,            validity or enforceability of any Collateral or any arrangement or agreement between            the Company, the Guarantor and any other Person with respect thereto, or the perfection            or priority of any security interest created in any of the Collateral or maintenance of            any perfection and priority, or for or with respect to the sufficiency of the            Collateral following an Event of Default, in each case other than as expressly set            forth in Article 11.

(g)       The permissive rights of            the Trustee enumerated herein shall not be construed as duties.

(h)       Subject to Section            7.01(b)(2), 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, consent, order, approval, bond, debenture, note or other paper            document, but the Trustee may, in its discretion, make such further inquiry or            investigation into such facts or matters as it may see fit.

(i)        In no event shall the            Trustee be liable, directly or indirectly, for any special, indirect or consequential            damages, even if the Trustee has been advised of the possibility of such            damages.

(j)        The Trustee may            request that the Company or any Guarantor deliver an incumbency certificate setting            forth the names of individuals or titles of officers authorized at such time to take            specified actions pursuant to this Indenture, which incumbency certificate may be            signed by any person authorized to sign an incumbency certificate, including any Person            specified as so authorized in any such Officers’ Certificate previously delivered            and not superseded.

(k)       The rights, privileges,            protections, immunities and benefits provided to the Trustee hereunder (including its            right to be indemnified) are extended to, and shall be enforceable by, the Trustee in            its capacity as Trustee hereunder and to each of its agents, custodians and other            Persons duly employed by the Trustee.

 

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(l)        The Trustee shall not            be deemed to have notice or be charged with knowledge of any Default or Event of            Default unless a Trust Officer shall have received notice thereof in accordance with            Section 12.02 (and such notice references the Securities and this Indenture). In the            absence of any such notice, the Trustee may conclusively assume that no such Default or            Event of Default exists.

SECTION            7.03.          Individual Rights of Trustee.The Trustee            in its individual or any other capacity may become the owner or pledgee of Securities            and may otherwise deal with the Company or its Affiliates with the same rights it would            have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying            agent may do the same with like rights. However, the Trustee must comply with 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 Securities, it shall not be accountable for the            Company’s use of the proceeds from the Securities, and it shall not be            responsible for any statement of the Company or any Guarantor in this Indenture or in            any document issued in connection with the sale of the Securities or in the Securities            other than the Trustee’s certificate of authentication.

SECTION            7.05.          Notice of Defaults.If a Default occurs, is            continuing and is known to the Trustee, 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 the            payment of principal of or interest on any Security (including payments pursuant to the            mandatory redemption provisions of such Security, if any), the Trustee may withhold the            notice if and so long as a committee of its Trust Officers in good faith determines            that withholding the notice is not opposed to the interests of the Holders.

SECTION            7.06.          Reports by Trustee to Holders.As promptly            as practicable after each May 15 beginning with the May 15 following the Issue            Date, and in any event prior to July 15 in each year, the Trustee shall mail to            each Holder a brief report dated as of May 15 that complies with TIA            § 313(a). The Trustee also shall comply with TIA            § 313(b).

A copy of each report at the time of its mailing to Holders shall be            filed with the SEC and each stock exchange (if any) on which the Securities are listed.            The Company agrees to notify promptly the Trustee whenever the Securities become listed            on any stock exchange and of any delisting thereof.

SECTION            7.07.          Compensation and Indemnity.The Company            shall pay to the Trustee from time to time reasonable compensation for its services.            The Trustee’s compensation shall not be limited by any law on compensation of a            trustee of an express trust. The Company shall reimburse the Trustee upon request for            all reasonable out-of-pocket expenses incurred or made by it, including costs of            collection, in addition to the compensation for its services. Such expenses shall            include the reasonable compensation and expenses, disbursements and advances of the            Trustee’s agents, counsel, accountants and experts. Symmetry and the Company            shall jointly and severally indemnify the Trustee against any and all loss, liability            or expense (including attorneys’ fees) incurred by it in connection with the            administration of this trust and the performance of its duties hereunder. The Trustee            shall notify Symmetry and the Company promptly of any claim for which it may seek            indemnity. Failure by the Trustee to so

 

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notify            Symmetry and the Company shall not relieve Symmetry or the Company of its obligations            hereunder. Symmetry and the Company shall defend the claim and the Trustee may have            separate counsel and the Company shall pay the fees and expenses of such            counsel;provided,however, that neither Symmetry nor the            Company shall be required to pay for any settlement made in connection with such claim            without the consent of Symmetry or the Company (such consent not to be unreasonably            withheld). Neither Symmetry nor the Company need to reimburse any expense or indemnify            against any loss, liability or expense incurred by the Trustee through the            Trustee’s own wilful misconduct, negligence or bad faith.

To secure the Company’s payment obligations in this Section, the            Trustee shall have a Lien prior to the Securities on all money or property held or            collected by the Trustee other than money or property held in trust to pay principal of            and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall            survive the discharge of this Indenture. When the Trustee incurs expenses after the            occurrence of a Default specified in Section 6.01(7) or (8) with respect to the            Company, the expenses are intended to constitute expenses of administration under the            Bankruptcy Law.

SECTION            7.08.          Replacement of Trustee.The Trustee may            resign at any time by so notifying the Company. The Holders of a majority in principal            amount of the Securities may remove the Trustee by so notifying the Trustee and may            appoint a successor Trustee. The Company shall remove the Trustee if:

|   | (1) | the Trustee fails to comply with Section                            7.10; |
|--------|-----|---------------------------------------------------------------------------|

|   | (2) | the Trustee is adjudged bankrupt or                            insolvent; |
|--------|-----|---------------------------------------------------------------------------|

(3)       a receiver or other public            officer takes charge of the Trustee or its property; or

|   | (4) | the Trustee otherwise becomes incapable of                            acting. |
|--------|-----|-------------------------------------------------------------------------------|

If the Trustee resigns, is removed by the Company or by the Holders of a            majority in principal amount of the Securities and such Holders do not reasonably            promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee            for any reason (the Trustee in such event being referred to herein as the retiring            Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its            appointment to the retiring Trustee and to the Company. Thereupon 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. The            successor Trustee shall mail a notice of its succession to Holders. The retiring            Trustee shall promptly transfer all property held by it as Trustee to the successor            Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the            retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in            principal amount of the

 

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Securities may, at the expense of the Company, 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.

Notwithstanding the replacement of the Trustee pursuant to this Section,            the Company’s obligations under Section 7.07 shall continue for the benefit            of the retiring Trustee.

SECTION            7.09.          Successor Trustee by Merger.If the Trustee            consolidates with, merges or converts into, or transfers all or substantially all its            corporate trust business or assets to, another corporation or banking association, the            resulting, surviving or transferee corporation without any further act shall be the            successor Trustee.

In case at the time such successor or successors by merger, conversion            or consolidation to the Trustee shall succeed to the trusts created by this Indenture            any of the Securities shall have been authenticated but not delivered, any such            successor to the Trustee may adopt the certificate of authentication of any predecessor            trustee, and deliver such Securities so authenticated; and in case at that time any of            the Securities shall not have been authenticated, any successor to the Trustee may            authenticate such Securities either in the name of any predecessor hereunder or in the            name of the successor to the Trustee; and in all such cases such certificates shall            have the full force which it is anywhere in the Securities or in this Indenture            provided that the certificate of the Trustee shall have.

SECTION            7.10.          Eligibility; Disqualification.The Trustee            shall at all times satisfy the requirements of TIA § 310(a). The Trustee            shall have a combined capital and surplus of at least $50,000,000 as set forth in its            most recent published annual report of condition. The Trustee shall comply with TIA            § 310(b);provided,however, that there shall be excluded from            the operation of TIA § 310(b)(1) any indenture or indentures under which            other securities or certificates of interest or participation in other securities of            the Company are outstanding if the requirements for such exclusion set forth in            TIA § 310(b)(1) are met.

SECTION            7.11.          Preferential Collection of Claims Against Company.The Trustee shall comply with TIA § 311(a), excluding any            creditor relationship listed in TIA § 311(b). A Trustee who has resigned or            been removed shall be subject to TIA § 311(a) to the extent            indicated.

Article 8

             

Discharge of Indenture; Defeasance

SECTION            8.01.          Discharge of Liability on Securities; Defeasance.(a)  When (1) the Company delivers to the Trustee all            outstanding Securities (other than Securities replaced pursuant to Section 2.07) for            cancellation or (2) all outstanding Securities have become due and payable,            whether at maturity or on a redemption date as a result of the mailing of a notice of            redemption pursuant to Article 3 and the Company irrevocably deposits with the            Trustee funds sufficient to pay at maturity or upon redemption all            outstanding

 

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Securities, including interest thereon to maturity or such redemption            date (other than Securities replaced pursuant to Section 2.07), and if in either case            the Company pays all other sums payable hereunder by the Company, then this Indenture            shall, subject to Section 8.01(c), cease to be of further effect. The Trustee            shall acknowledge satisfaction and discharge of this Indenture on demand of the Company            accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost            and expense of the Company.

(b)       Subject to Sections 8.01(c)            and 8.02, the Company at any time may terminate (1) all the obligations of the            Company and the Guarantors under the Securities, this Indenture and the Security            Documents (“legal defeasance            option”) or (2) the obligations of the Company and            the Guarantors under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,            4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of Sections 6.01(4),            6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(10) (but, in the case of            Sections 6.01(7) and (8), with respect only to Significant Subsidiaries and            Guarantors) and the limitations contained in Section 5.01(a)(3)            (“covenant defeasance            option”). The Company may exercise its legal defeasance            option notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment of the            Securities may not be accelerated because of an Event of Default with respect thereto.            If the Company exercises its covenant defeasance option, payment of the Securities may            not be accelerated because of an Event of Default specified in Sections 6.01(4),            6.01(6), 6.01(7), 6.01(8), 6.01(9) 6.01(10) (but, in the case of Sections 6.01(7)            and (8), with respect only to Significant Subsidiaries and Guarantors) or because of            the failure of the Company to comply with Section 5.01(a)(3). If the Company            exercises its legal defeasance option or its covenant defeasance option, each            Guarantor, if any, shall be released from all its obligations with respect to its Notes            Guarantee and the Security Documents and the security interest in that portion of the            Collateral that is owned by such Guarantor securing the Notes Obligations will be            released.

Upon satisfaction of the conditions set forth herein and upon request of            the Company, the Trustee shall acknowledge in writing the discharge of those            obligations that the Company terminates.

(c)       Notwithstanding            clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04,            2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until            the Securities have been paid in full. Thereafter, the Company’s obligations in            Sections 7.07, 8.04 and 8.05 shall survive.

SECTION            8.02.          Conditions to Defeasance.The Company may            exercise its legal defeasance option or its covenant defeasance option only            if:

(1)       the Company irrevocably            deposits in trust with the Trustee money or U.S. Government Obligations for the            payment of principal of and interest on the Securities to maturity or redemption, as            the case may be;

(2)       the Company delivers to the            Trustee a certificate from a nationally recognized firm of independent accountants            expressing their opinion that the payments of principal and interest when due and            without reinvestment on the deposited U.S.

             

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Government Obligations plus any deposited money without investment will            provide cash at such times and in such amounts as will be sufficient to pay principal            and interest when due on all the Securities to maturity or redemption, as the case may            be;

(3)       123 days pass after            the deposit is made and during the 123-day period no Default specified in            Sections 6.01(7) or (8) with respect to Symmetry or the Company occurs which is            continuing at the end of the period;

(4)       the deposit does not            constitute a default under any other agreement binding on Symmetry or the            Company;

(5)       the Company delivers to the            Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit            does not constitute, or is qualified as, a regulated investment company under the            Investment Company Act of 1940;

(6)       in the case of the legal            defeasance option, the Company shall have delivered to the Trustee an Opinion of            Counsel stating that (A) the Company has received from, or there has been            published by, the Internal Revenue Service a ruling, or (B) since the Issue Date            there has been a change in the applicable Federal income tax law, in either case to the            effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders            will not recognize income, gain or loss for Federal income tax purposes as a result of            such defeasance and will be subject to Federal income tax on the same amounts, in the            same manner and at the same times as would have been the case if such defeasance had            not occurred;

(7)       in the case of the covenant            defeasance option, the Company shall have delivered to the Trustee an Opinion of            Counsel to the effect that the Holders will not recognize income, gain or loss for            Federal income tax purposes as a result of such covenant defeasance and will be subject            to Federal income tax on the same amounts, in the same manner and at the same times as            would have been the case if such covenant defeasance had not occurred; and

(8) the Company delivers to the Trustee an Officers’            Certificate and an Opinion of Counsel, each stating that all conditions precedent to            the defeasance and discharge of the Securities as contemplated by this Article 8 have            been complied with.

Before or after a deposit, the Company may make arrangements reasonably            satisfactory to the Trustee for the redemption of Securities at a future date in            accordance with Article 3.

SECTION            8.03.          Application of Trust Money.The Trustee            shall hold in trust money or U.S. Government Obligations deposited with it            pursuant to this Article 8. It shall apply the deposited money and the money            from U.S. Government Obligations through the Paying Agent and in accordance with            this Indenture to the payment of principal of and interest on the            Securities.

 

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SECTION            8.04.          Repayment to Company.The Trustee and the            Paying Agent shall promptly turn over to the Company upon request any excess money or            securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the            Paying Agent shall pay to the Company upon request any money held by them for the            payment of principal or interest that remains unclaimed for two years, and, thereafter,            Holders entitled to the money must look to the Company for payment as general            creditors.

SECTION            8.05.          Indemnity for Government Obligations.The            Company shall pay and shall indemnify the Trustee against any tax, fee or other charge            imposed on or assessed against deposited U.S. Government Obligations or the            principal and interest received on such U.S. Government Obligations.

SECTION            8.06.          Reinstatement.If the Trustee or Paying            Agent is unable to apply any money or U.S. Government Obligations in accordance            with this Article 8 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 obligations of the Company and the Guarantors under            this Indenture and the Securities shall be revived and reinstated as though no deposit            had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent            is permitted to apply all such money or U.S. Government Obligations in accordance            with this Article 8;provided,however, that, if the Company has made any            payment of interest on or principal of any Securities because of the reinstatement of            its obligations, the Company shall be subrogated to the rights of the Holders of such            Securities to receive such payment from the money or U.S. Government Obligations held            by the Trustee or Paying Agent.

Article 9

             

Amendments

SECTION            9.01.          Without Consent of Holders. The Company,            the Guarantors and the Trustee (and, with respect to the Security Documents and the            Intercreditor Agreement, the Collateral Agent) may amend this Indenture, the            Securities, the Security Documents and the Intercreditor Agreement without notice to or            consent of any Holder:

|   | (1) | to cure any ambiguity, omission, defect or                            inconsistency; |
|--------|-----|--------------------------------------------------------------------------------------|

|   | (2) | to comply with Article 5; |
|--------|-----|---------------------------|

(3)       to provide for            uncertificated Securities in addition to or in place of certificated Securities;provided,however, that the uncertificated Securities            are issued in registered form for purposes of Section 163(f) of the Code or in a            manner such that the uncertificated Securities are described in            Section 163(f)(2)(B) of the Code;

(4)       to add Guarantees with            respect to the            Securities***,***including any            Subsidiary Guarantees;

 

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(5)       to add to the covenants of            Symmetry or any Restricted Subsidiary for the benefit of the Holders or to surrender            any right or power conferred upon Symmetry, the Company, any Subsidiary Guarantor or            Novamerican Steel;

(6)       to comply with any            requirements of the SEC in connection with qualifying, or maintaining the qualification            of, this Indenture under the TIA;

(7)       to make any change that            does not adversely affect the rights of any Holder;

(8)       to conform the text of the            Indenture, the Securities, any Notes Guarantee, any Security Document or the            Intercreditor Agreement to any provision in the “Description of the Notes”            section in the Offering Memorandum to the extent that such provision in the            “Description of the Notes” section in the Offering Memorandum was intended            to be a verbatim recitation of a provision of the Indenture, the Securities, any Notes            Guarantee, any Security Document or the Intercreditor Agreement;

(9)       to make any amendment to            the provisions of this Indenture relating to the transfer and legending of            Securities;provided,however, that (a) compliance with this            Indenture as so amended would not result in Securities being transferred in violation            of the Securities Act or any other applicable securities law and (b) such            amendment does not materially and adversely affect the rights of Holders to transfer            Securities;

(10)     if necessary in connection with any            addition or release of Collateral permitted under the terms of this Indenture, the            Intercreditor Agreement and the Security Documents;

(11)     if Rule 3-16 of Regulation S-X under            the Securities Act is amended, modified or interpreted by the SEC to require (or is            replaced with another rule or regulation or any other law, rule or regulation is            adopted, which would require) the filing with the SEC of separate financial statements            of any Subsidiary of Symmetry due to the fact that such Subsidiary’s Capital            Stock or other securities secure the Securities, to allow the release of the Lien of            the Collateral Agent for the benefit of the Secured Parties on the shares of such            Capital Stock or such securities (but only to the extent necessary so as not to be            subject to such filing or requirement);

|   | (12) | to add Intercompany Notes; or |
|--------|------|-------------------------------|

(13)     in the case of the Intercreditor            Agreement, in order to subject the security interests in the Collateral in respect of            any Other First-Priority Obligations and Credit Agreement Obligations to the terms of            the Intercreditor Agreement, in each case to the extent the Incurrence of such            Indebtedness, and the grant of all Liens on the Collateral held for the benefit of such            Indebtedness were permitted hereunder.

After an amendment under this Section becomes effective, the Company            shall mail to Holders a notice briefly describing such amendment. The failure to give            such notice to all Holders, or any defect therein, shall not impair or affect the            validity of an amendment under this Section.

 

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Subject to clauses (10) and (11) of Section 9.02, if the Company wishes            under other circumstances to obtain an amendment or waiver or seek a consent under any            Security Document, the Intercreditor Agreement, any Intercompany Note or any            Intercompany Note Security Document, it will be entitled to do so if it mails written            notice of its request to the Trustee and the Holders and it does not receive written            objection from Holders of at least 25% in outstanding principal amount of the            Securities within 20 Business Days after that mailing. If the Company receives such            objections, then it will not be entitled to effect that amendment or waiver, and such            consent will not be effective, unless the Company obtains the consent of Holders of a            majority in outstanding principal amount of the Securities in accordance with Section            9.02.

SECTION            9.02.          With Consent of Holders.The Company, the            Guarantors and the Trustee (or the Collateral Agent, as applicable) may amend this            Indenture, the Securities, the Security Documents, the Intercreditor Agreement, the            Intercompany Notes and the Intercompany Note Security Documents with the written            consent of the Holders of at least a majority in principal amount of the Securities            then outstanding (including consents obtained in connection with a tender offer or            exchange for the Securities) and any past default or compliance with any provisions may            also be waived with the consent of the Holders of at least a majority in principal            amount of the Securities then outstanding. However, without the consent of each Holder            affected thereby, an amendment or waiver may not:

(1)       reduce the amount of            Securities whose Holders must consent to an amendment;

(2)       reduce the rate of or            extend the time for payment of interest on any Security;

|   | (3) | reduce the principal of or change the Stated Maturity of                            any Security; |
|--------|-----|---------------------------------------------------------------------------------------------------|

(4)       change the provisions            applicable to the redemption of any Security contained in Article 3 hereto or            paragraph 5 of the Securities;

|   | (5) | make any Security payable in money other than that                            stated in the Security; |
|--------|-----|-------------------------------------------------------------------------------------------------------|

(6)       impair the right of any            Holder to receive payment of principal of and interest on such Holder’s            Securities on or after the due dates therefor or to institute suit for the enforcement            of any payment on or with respect to such Holder’s Securities;

(7)       make any changes in the            ranking or priority of any Security that would adversely affect the Holders;

(8)       make any change in Section            6.04 or 6.07 or the second sentence of this Section;

(9)       make any change in, or            release other than in accordance with this Indenture, any Note Guarantee that would            adversely affect the Holders;

 

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(10)     make any change in any Security            Document, the Intercreditor Agreement or the provisions in this Indenture dealing with            the Collateral or the Security Documents or the application of trust proceeds of the            Collateral that would materially adversely affect the Holders or release all or            substantially all of the Collateral from the Liens of the Security Documents (except as            permitted by the terms of this Indenture, the Security Documents and the Intercreditor            Agreement) or change or alter the priority of the security interests in the Collateral            in a manner that is adverse to the Holders; or

(11)     make any change in the provisions in            this Indenture or Intercreditor Agreement dealing with the Intercompany Note Collateral            or the Intercompany Note Security Documents or the application of trust proceeds of the            Intercompany Note Collateral that would materially adversely affect the Holders or            release all or substantially all of the Intercompany Note Collateral from the Lien of            the Intercompany Note Security Documents (except as permitted by the terms of this            Indenture, the Intercompany Note Security Documents and the Intercreditor Agreement) or            change or alter the priority of the security interests in the Intercompany Note            Collateral.

It shall not be necessary for the consent of the Holders under this            Section to approve the particular form of any proposed amendment, but it shall be            sufficient if such consent approves the substance thereof.

After an amendment under this Section 9.02 becomes effective, the            Company shall mail to Holders a notice briefly describing such amendment. The failure            to give such notice to all Holders, or any defect therein, shall not impair or affect            the validity of an amendment under this Section 9.02.

SECTION            9.03.          Compliance with Trust Indenture Act.Every            amendment to this Indenture or the Securities shall comply with the TIA as then in            effect.

SECTION            9.04.          Revocation and Effect of Consents and Waivers.A consent to an amendment or a waiver by a Holder of a Security shall            bind the Holder and every subsequent Holder of that Security or portion of the Security            that evidences the same debt as the consenting Holder’s Security, even if            notation of the consent or waiver is not made on the Security. However, any such Holder            or subsequent Holder may revoke the consent or waiver as to such Holder’s            Security or portion of the Security if the Trustee receives the notice of revocation            before the date the amendment or waiver becomes effective. After an amendment or waiver            becomes effective, it shall bind every Holder. An amendment or waiver becomes effective            upon the execution of such amendment or waiver by the Trustee.

The Company may, but shall not be obligated to, fix a record date for            the purpose of determining the Holders entitled to give their consent or take any other            action described above or required or permitted to be taken pursuant to this Indenture.            If a record date is fixed, then notwithstanding the immediately preceding paragraph,            those Persons who were Holders at such record date (or their duly designated proxies),            and only those Persons, shall be entitled to give such consent or to revoke any consent            previously given or to take any such action, 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.

 

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SECTION            9.05.          Notation on or Exchange of Securities.If            an amendment changes the terms of a Security, the Trustee may require the Holder of the            Security to deliver it to the Trustee. The Trustee may place an appropriate notation on            the Security regarding the changed terms and return it to the Holder. Alternatively, if            the Company or the Trustee so determines, the Company in exchange for the Security            shall issue and the Trustee shall authenticate a new Security that reflects the changed            terms. Failure to make the appropriate notation or to issue a new Security shall not            affect the validity of such amendment.

SECTION            9.06.          Execution of Amendments.The Trustee shall            (and, where applicable, shall direct the Collateral Agent and the Canadian Collateral            Agent to) execute any amendment permitted pursuant to this Article 9; provided that            none of the Trustee, the Collateral Agent or the Canadian Collateral Agent shall be            obligated to (but may) execute any such amendment if it adversely affects the rights,            duties, liabilities or immunities of the Trustee, the Collateral Agent or the Canadian            Collateral Agent, as applicable. In executing (or directing the execution of) any such            amendment, (i) the Trustee (and, in the case of any amendment to a Security Document,            the Collateral Agent) shall be entitled to receive (in addition to the documents            required by Section 12.04) an Officers’ Certificate and an Opinion of Counsel, in            each case, stating that such amendment is authorized or permitted by this Indenture            (and, subject to Section 7.01, the Trustee shall be fully protected in relying upon any            such Officers’ Certificate or Opinion of Counsel), and (ii) the Trustee, the            Collateral Agent or the Canadian Collateral Agent, as applicable, shall be entitled to            receive indemnity reasonably satisfactory to it.

SECTION            9.07.          Payment for Consent.Neither the Company            nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid            any consideration, whether by way of interest, fee or otherwise, to any Holder for or            as an inducement to any consent, waiver or amendment of any of the terms or provisions            of this Indenture or the Securities unless such consideration is offered to all Holders            and is paid to all Holders that so consent, waive or agree to amend in the time frame            set forth in solicitation documents relating to such consent, waiver or            agreement.

Article 10

             

Guarantees

SECTION 10.01.        Guarantees.Each Guarantor hereby            unconditionally and irrevocably guarantees, jointly and severally, to each Holder and            to the Trustee and its successors and assigns (a) the full and punctual payment of            principal of and interest on the Securities when due, whether at maturity, by            acceleration, by redemption or otherwise, and all other monetary obligations of the            Company under this Indenture and the Securities and (b) the full and punctual            performance within applicable grace periods of all other obligations of the Company            under this Indenture and the Securities (all the foregoing being hereinafter            collectively called the “Guaranteed            Obligations”). Each Guarantor further agrees that the            Guaranteed Obligations may be extended or renewed, in whole or in part, without notice            or further assent from such Guarantor and that such Guarantor will remain bound under            this Article 10 notwithstanding any extension or renewal of any            Obligation.

 

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Each Guarantor waives presentation to, demand of, payment from and            protest to the Company of any of the Guaranteed Obligations and also waives notice of            protest for nonpayment. Each Guarantor waives notice of any default under the            Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder            shall not be affected by (1) the failure of any Holder or the Trustee to assert            any claim or demand or to enforce any right or remedy against the Company or any other            Person (including any Guarantor) under this Indenture, the Securities or any other            agreement or otherwise; (2) any extension or renewal of any thereof; (3) any            rescission, waiver, amendment or modification of any of the terms or provisions of this            Indenture, the Securities or any other agreement; (4) the release of any security            held by any Holder or the Trustee for the Guaranteed Obligations or any of them;            (5) the failure of any Holder or the Trustee to exercise any right or remedy            against any other guarantor of the Guaranteed Obligations; or (6) except as set            forth in Section 10.06, any change in the ownership of such Guarantor.

Each Guarantor further agrees that its Note Guarantee herein constitutes            a guarantee of payment, performance and compliance when due (and not a guarantee of            collection) and waives any right to require that any resort be had by any Holder or the            Trustee to any security held for payment of the Guaranteed Obligations.

Except as expressly set forth in Sections 7.01(b), 10.02 and 10.06,            the obligations of each Guarantor hereunder shall not be subject to any reduction,            limitation, impairment or termination for any reason, including any claim of waiver,            release, surrender, alteration or compromise, and shall not be subject to any defense            of setoff, counterclaim, recoupment or termination whatsoever or by reason of the            invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.            Without limiting the generality of the foregoing, the obligations of each Guarantor            herein shall not be discharged or impaired or otherwise affected by the failure of any            Holder or the Trustee to assert any claim or demand or to enforce any remedy under this            Indenture, the Securities or any other agreement, by any waiver or modification of any            thereof, by any default, failure or delay, willful or otherwise, in the performance of            the obligations, or by any other act or thing or omission or delay to do any other act            or thing which may or might in any manner or to any extent vary the risk of such            Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of            law or equity.

Each Guarantor agrees that its Note Guarantee shall remain in full force            and effect until payment in full of all the Guaranteed Obligations or such Notes            Guarantee is released in compliance with Section 10.06 or upon the merger or the sale            of all the Capital Stock or assets of the Guarantor in compliance with Section 4.06 or            Article 5. Each Guarantor further agrees that its Guarantee herein shall continue to be            effective or be reinstated, as the case may be, if at any time payment, or any part            thereof, of principal of or interest on any Obligation is rescinded or must otherwise            be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the            Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right            which any Holder or the Trustee has at law or in equity against any Guarantor by virtue            hereof, upon the failure of the Company to pay the principal of or interest on any            Obligation when and as the same shall become due, whether at maturity, by acceleration,            by redemption or otherwise, or to perform or comply with any other Obligation, each            Guarantor hereby promises to and shall, upon

 

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receipt of written demand by the Trustee, forthwith pay, or cause to be            paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the            unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on            such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all            other monetary Guaranteed Obligations of the Company to the Holders and the            Trustee.

Each Guarantor agrees that, as between it, on the one hand, and the            Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed            Obligations hereby may be accelerated as provided in Article 6 for the purposes of such            Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other            prohibition preventing such acceleration in respect of the Guaranteed Obligations            guaranteed hereby, and (ii) in the event of any declaration of acceleration of            such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations            (whether or not due and payable) shall forthwith become due and payable by such            Guarantor for the purposes of this Section.

Each Guarantor also agrees to pay any and all costs and expenses            (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in            enforcing any rights under this Section.

SECTION 10.02.        Limitation on Liability.Any term or            provision of this Indenture to the contrary notwithstanding, the maximum aggregate            amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not            exceed the maximum amount that can be hereby guaranteed without rendering this            Indenture, as it relates to such Guarantor, voidable under applicable law relating to            fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of            creditors generally.

SECTION 10.03.        Successors and Assigns.This            Article 10 shall be binding upon each Guarantor and its successors and assigns and            shall enure to the benefit of the successors and assigns of the Trustee and the Holders            and, in the event of any transfer or assignment of rights by any Holder or the Trustee,            the rights and privileges conferred upon that party in this Indenture and in the            Securities shall automatically extend to and be vested in such transferee or assignee,            all subject to the terms and conditions of this Indenture.

SECTION 10.04.        No Waiver.Neither a failure nor a delay on            the part of either the Trustee or the Holders in exercising any right, power or            privilege under this Article 10 shall operate as a waiver thereof, nor shall a single            or partial exercise thereof preclude any other or further exercise of any right, power            or privilege. The rights, remedies and benefits of the Trustee and the Holders herein            expressly specified are cumulative and not exclusive of any other rights, remedies or            benefits which either may have under this Article 10 at law, in equity, by statute or            otherwise.

SECTION 10.05.        Modification.No modification, amendment or            waiver of any provision of this Article 10, nor the consent to any departure by            any Guarantor therefrom, shall in any event be effective unless the same shall be in            writing and signed by the Trustee, and then such waiver or consent shall be effective            only in the specific instance and for the purpose for which given. No notice to or            demand on any Guarantor in any case shall entitle such Guarantor to any other or            further notice or demand in the same, similar or other circumstances.

 

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SECTION 10.06.        Release of Guarantor.A Guarantor will be            released from its obligations under this Article 10 (other than any obligation that may            have arisen under Section 10.07)

(1)       in the case of a Subsidiary            Guarantor, upon the sale or other disposition (including by way of consolidation or            merger) of a Subsidiary Guarantor;

(2)       in the case of a Subsidiary            Guarantor, upon the designation of such Subsidiary Guarantor as an Unrestricted            Subsidiary in accordance with the terms of this Indenture;

(3)       upon the release or            discharge of any Guarantee or other Indebtedness that resulted in the creation after            the Issue Date of the Note Guarantee pursuant to Section 4.13 (except a discharge or            release by or as a result of payment of Credit Agreement Obligations);providedthat the Company provides an            Officers’ Certificate to the Trustee certifying that no such Guarantee or other            Indebtedness is outstanding and that the Company elects to have such Guarantor released            from this Article 10; or

|   | (4) | upon defeasance of the Securities pursuant to Article 8,                            or |
|--------|-----|----------------------------------------------------------------------------------------|

(5)       upon the full satisfaction            of the Notes Obligations in accordance with the terms of this Indenture;

provided,however, that in the case of clauses (1)            above, (i) such sale or other disposition is made to a Person other than Symmetry or an            Affiliate of Symmetry, (ii) such sale or disposition is otherwise permitted by this            Indenture and (iii) the Company provides an Officers’ Certificate to the Trustee            to the effect that the Company will comply with its obligations under Section            4.06.

Upon            delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion            of Counsel to the effect that such release was made by the Company in accordance with            the provisions of this Indenture, the Trustee shall execute any documents prepared by            the Company reasonably required in order to evidence the release of any Guarantor from            its Note Guarantee.

SECTION 10.07.        Contribution.Each Guarantor that makes a            payment under its Note Guarantee shall be entitled upon payment in full of all            Guaranteed Obligations under this Indenture to a contribution from each other Guarantor            in an amount equal to such other Guarantor’sprorataportion of such payment based on the respective net assets of all the            Guarantors at the time of such payment determined in accordance with GAAP.

Article 11

             

Collateral and Security

SECTION 11.01.        Security Documents. The Notes Obligations            are secured as provided in the Security Documents, subject to the terms of the            Intercreditor Agreement. Each Holder, by its acceptance of this Indenture and the            Securities, consents and agrees to all of the terms of the Security Documents and the            Intercreditor Agreement (including the provisions

 

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thereof providing for release and subordination of Liens, and            foreclosure upon, and the exercise of rights and remedies with respect to, Collateral),            in each case, as the same may be in effect or may be amended from time to time in            accordance with their terms. The Company shall deliver to the Trustee (if it is not            then the Collateral Agent) copies of all documents delivered to the Collateral Agent            pursuant to the Security Documents, and will do or cause to be done all such acts and            things as may be required by the succeeding provisions of this Section 11.01 to assure            and confirm to the Trustee and the Collateral Agent the security interest in the            Collateral contemplated hereby, by the Security Documents or any part thereof, as from            time to time constituted, so as to render the same available for the security and            benefit of this Indenture and of the Securities secured hereby, according to the intent            and purposes herein expressed. Symmetry shall take, and shall cause the Restricted            Subsidiaries to take, any and all actions reasonably required to cause the Security            Documents to create and maintain, as security for the Notes Obligations, a valid and            enforceable perfected (a) first-priority Lien and security interest in and on all            First-Priority Assets and (b) second-priority Lien and security interest in and on            all Second-Priority Assets, in each case subject to the terms of the Intercreditor            Agreement, in favor of the Collateral Agent for the benefit of the Secured Parties.            Notwithstanding the foregoing or anything to the contrary set forth in this Indenture            or any Security Document, neither this Indenture nor any Security Document shall            require the creation or perfection of Liens on, or the obtaining of title insurance,            legal opinions or other deliverables with respect to, particular assets of Symmetry or            any of its Subsidiaries if and for so long as the Trustee determines that the cost of            creating or perfecting such Liens, or obtaining such title insurance, legal opinions or            other deliverables in respect of, such assets shall be excessive in view of the            benefits to be obtained by the Holders therefrom. The Trustee shall be entitled to make            any such determination based on an Officers’ Certificate stating that, due to            cost considerations analogous to those that would be applicable were the Trustee to            require any such action or deliverable, the same is not required by the Credit Agent in            the exercise of its authority under the Credit Agreement. Subject to Section 7.01, the            Trustee shall be fully protected in making any such determination solely based on any            such Officers’ Certificate.

SECTION 11.02.        Recording and Opinions.(a) The Company            will deliver to the Trustee and the Collateral Agent on November 15 in each year            beginning with November 15, 2008, an Opinion of Counsel, which may be rendered by            internal counsel to the Company, dated as of such date:

(1)       stating substantially to            the effect that, in the opinion of such counsel, action has been taken with respect to            the recording, filing, re-recording, and re-filing of the Security Documents and all            financing statements (including continuations thereof) as is necessary to maintain the            Liens of the Security Documents and reciting the details of such action or referring to            prior Opinions of Counsel in which such details are given; or

(2)       stating that, in the            opinion of such counsel, no such action is necessary to maintain the Liens under the            Security Documents.

|   | (b) | The Company will otherwise comply with the provisions of                            TIA § 314(b). |
|--------|-----|------------------------------------------------------------------------------------------------------------------|

SECTION 11.03.        Release of Collateral.(a) The Liens            created under the Security Documents shall be released as follows:

 

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(1)       The Liens created under the            Security Documents shall automatically be released, without the consent of any Holder            or any action by the Trustee or the Collateral Agent, (A) in the case of Liens on any            Collateral constituting Temporary Cash Investments, inventory and obsolete, worn out,            uneconomical or surplus property or equipment, upon any sale, transfer or other            disposition thereof by the Company or any Guarantor permitted or not prohibited by            Section 4.06 to any Person other than the Company or a Guarantor and (B) as and to the            extent provided in the Intercreditor Agreement.

(2)       Subject to paragraph (d) of            this Section 11.03, upon the request of the Company, and delivery to the Trustee of an            Officers’ Certificate certifying that the requested release satisfies the            requirements set forth in this clause (2), the Company and the Guarantors shall be            entitled to the release of Liens created under the Security Documents, without the            consent of any Holder, as follows:

(A)      upon any sale, transfer, lease or            other disposition of any assets permitted or not prohibited by Section 4.06 to any            Person other than the Company or a Guarantor, release of Liens created under the            Security Documents in such assets;

(B)      if any Subsidiary Guarantor            (other than Holdings) is released from its Subsidiary Guaranty, release of Liens            created under the Security Documents in the assets of such Subsidiary Guarantor;            and

(C)      release of Liens created under            the Security Documents pursuant to an amendment or waiver in accordance with Article 9            hereof.

(3)       Upon delivery to the            Trustee of an Officers’ Certificate certifying as to (A) the payment in full of            the principal of, and accrued and unpaid interest (including additional interest, if            any) on, the Securities, and all other Notes Obligations that are due and payable at or            prior to the time such principal, accrued and unpaid interest and additional interest,            if any, are paid, (B) the satisfaction and discharge of this Indenture as described in            Article 8 or (C) the legal defeasance or covenant defeasance as described in Article 8,            the Company and the Guarantors shall be entitled to the release of all Liens created            under the Security Documents, without the consent of any Holder. Subject to Section            7.01, the Trustee shall be fully protected in relying upon any such Officers’            Certificate.

(b)       Upon request by the Company            therefor, and receipt of any necessary or proper instruments of termination,            satisfaction or release prepared by the Company, the Trustee shall (or, if the Trustee            is not then the Collateral Agent, shall direct the Collateral Agent to) execute,            deliver or acknowledge such instruments to evidence the release of any Liens created            under the Security Documents permitted to be released under this Section            11.03.

(c)       No release of the Liens            created under the Security Documents may be made pursuant to the provisions of the            Security Documents except in accordance with the

 

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provisions of this Section 11.03, including, to the extent required            by this Section 11.03, the delivery of an Officers’ Certificate stating that            such release is permitted hereunder.

(d)       At any time when an Event            of Default has occurred and is continuing, the maturity of the Securities has been            accelerated (whether by declaration or otherwise) and the Trustee has delivered a            notice of acceleration to the Collateral Agent, no release of Liens created under the            Security Documents may be made in reliance on clause (2)(A) or (2)(B) of paragraph (a)            of this Section 11.03;providedthat            nothing in this paragraph shall affect the ability to effect any such release in            reliance on any other clause of such paragraph.

(e)       The release of any            Collateral from the Security Documents shall not be deemed to impair the security under            this Indenture in contravention of the provisions hereof if and to the extent such            Liens are released pursuant to the terms of (i) the Intercreditor Agreement or (ii)            this Indenture and the Security Documents. To the extent applicable, the Company will            cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the            release of property or securities from the Liens of the Security Documents and relating            to the substitution therefor of any property or securities to be subjected to the Liens            of the Security Documents, to be complied with. Any certificate or opinion required by            TIA § 314(d) may be made by an Officer of the Company except in cases where TIA            § 314(d) requires that such certificate or opinion be made by an independent            Person, which Person will be an independent engineer, appraiser or other expert            selected by the Company and approved by the Trustee in the exercise of reasonable            care.

SECTION 11.04.        Certificates of the Trustee.In the event            that the Company wishes to obtain or confirm the release of Liens created under the            Security Documents in accordance with this Indenture at a time when the Trustee is not            itself the Collateral Agent, and the Company has delivered the certificates and            documents required by the Security Documents and Section 11.03, the Trustee will            determine whether it has received all documentation required by TIA § 314(d) in            connection with such release and, based on such determination, will deliver a            certificate to the Collateral Agent setting forth such determination.

SECTION 11.05.        Authorization of Actions to be Taken by the Trustee under the            Security Documents.Subject to the Intercreditor Agreement,            the Trustee may, in its sole discretion and without the consent of the Holders, on            behalf of the Secured Parties, take, or direct the Collateral Agent to take, all            actions it deems necessary or appropriate in order to:

|   | (a) | enforce any of the terms of the Security Documents;                            and |
|--------|-----|------------------------------------------------------------------------------------|

(b)       collect and receive any and            all amounts payable in respect of the Notes Obligations;

provided,however, that, notwithstanding anything to            contrary herein or in any Security Document, the Trustee shall not be required to take,            or direct the Collateral Agent to take, any such actions unless the Trustee shall have            been directed to do so in writing by Holders of at least 25% in principal amount of the            Securities then outstanding.

Subject to the Intercreditor Agreement, the Trustee will have power to            institute and maintain such suits and proceedings as it may deem expedient to prevent            any impairment of the Collateral by any acts that may be unlawful or in violation of            the Security Documents or this

 

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Indenture, and such suits and proceedings as the Trustee may deem            expedient to preserve or protect its interests and the interests of the other Secured            Parties in the Collateral (including power to institute and maintain suits or            proceedings to restrain the enforcement of or compliance with any legislative or other            governmental enactment, rule or order that may be unconstitutional or otherwise invalid            if the enforcement of, or compliance with, such enactment, rule or order would impair            the security interest hereunder or be prejudicial to the interests of the Secured            Parties).

SECTION 11.06.        Authorization of Receipt of Funds by the Trustee Under the Security            Documents.Subject to the provisions of the Intercreditor            Agreement, the Trustee is authorized to receive any funds for the benefit of the            Holders distributed under the Security Documents, and to make further distributions of            such funds to the Holders according to the provisions of this Indenture.

SECTION 11.07.        Collateral Agent.(a) The Trustee shall            initially act as the Collateral Agent and is authorized to appoint co-agents as            necessary in its sole discretion. The Collateral Agent shall not have any duties or            obligations, except those expressly set forth in this Indenture, the Security Documents            and the Intercreditor Agreement. Without limiting the generality of the foregoing,            except as otherwise explicitly provided in this Indenture or in the Security Documents,            neither the Collateral Agent nor any of its respective officers, directors, employees            or agents shall be liable for failure to demand, collect or realize upon any of the            Collateral or for any delay in doing so or shall be under any obligation to sell or            otherwise dispose of any Collateral upon the request of any other Person or to take any            other action whatsoever with regard to the Collateral or any part thereof.            Notwithstanding anything to the contrary in any Security Document, (i) the Collateral            Agent shall not be required to exercise any right or remedy available to it under such            Security Document and (ii) the Collateral Agent shall not have any duty to take any            discretionary action or exercise any discretionary powers, in each case, unless the            Collateral Agent shall have been directed to do so by the Trustee (or, if the            Collateral Agent shall also be the Trustee, by Holders of at least a majority in            principal amount of the Securities then outstanding). The Collateral Agent shall be            accountable only for amounts that it actually receives as a result of the exercise of            such powers, and neither the Collateral Agent nor any of its officers, directors,            employees or agents shall be responsible for any act or failure to act hereunder,            except for its own willful misconduct, gross negligence or bad faith.

(b)       Each Holder, by its            acceptance of this Indenture and the Securities, (i) irrevocably appoints the            Collateral Agent as its agent and authorizes and directs the Collateral Agent to take            such actions on its behalf and to exercise such powers as are delegated to the            Collateral Agent by the terms of the Security Documents and the Intercreditor            Agreement, together with such actions and powers as are reasonably incidental thereto,            and (ii) authorizes and directs the Collateral Agent, without any further consent,            authorization or other action by such Holder, (A) to enter into the Security Documents            and the Intercreditor Agreement, and any amendment of any of the foregoing (including,            in the case of the Intercreditor Agreement, any modifications thereof expressly            contemplated by Section 5.07 thereof) that is permitted under this Indenture, (B) to            bind such Holder to the provisions of the Security Documents and the Intercreditor            Agreement and (C) to perform and observe its obligations under the Security Documents            and the Intercreditor Agreement.

 

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(c)       If the Company (i) Incurs            Indebtedness constituting Credit Agreement Obligations at any time when no            Intercreditor Agreement is in effect or at any time when Indebtedness constituting            Credit Agreement Obligations entitled to the benefit of an existing Intercreditor            Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an            Officers’ Certificate so stating and requesting the Collateral Agent to enter            into an Intercreditor Agreement in favor of a designated agent or representative for            the holders of the Indebtedness so incurred, the Collateral Agent shall (and is hereby            authorized and directed to) enter into such Intercreditor Agreement, bind the Holders            on the terms set forth therein, and perform and observe its obligations            thereunder.

(d)       The Collateral Agent shall            have the benefit of the provisions of Article 7 with respect to all actions taken            by it pursuant to this Section or any Security Document to the full extent            thereof.

SECTION 11.08.        Canadian Collateral Agent.(a) BNY Trust            Company of Canada shall initially act as Canadian Collateral Agent and is authorized by            the Company to appoint co-agents as necessary in its sole discretion. The Canadian            Collateral Agent shall not have any duties or obligations, except those expressly set            forth in this Indenture, the Security Documents and the Intercreditor Agreement.            Without limiting the generality of the foregoing, except as otherwise explicitly            provided in the Intercompany Note Security Documents, neither the Canadian Collateral            Agent nor any of its officers, directors, employees or agents shall be liable for            failure to demand, collect or realize upon any of the Intercompany Note Collateral or            for any delay in doing so or shall be under any obligation to sell or otherwise dispose            of any Intercompany Note Collateral upon the request of any other Person or to take any            other action whatsoever with regard to the Intercompany Note Collateral or any part            thereof. Notwithstanding anything to the contrary in any Intercompany Note Security            Document, (i) the Canadian Collateral Agent shall not be required to exercise any right            or remedy available to it under such Security Document and (ii) the Canadian Collateral            Agent shall not have any duty to take any discretionary action or exercise any            discretionary powers, in each case, unless the Canadian Collateral Agent shall have            been directed to do so by the Collateral Agent (or, if the Collateral Agent shall not            also be the Trustee, the Trustee). The Canadian Collateral Agent shall be accountable            only for amounts that it actually receives as a result of the exercise of such powers,            and neither the Canadian Collateral Agent nor any of its officers, directors, employees            or agents shall be responsible for any act or failure to act hereunder, except for its            own willful misconduct, gross negligence or bad faith.

(b)       The Company, as the secured            party under the Intercompany Note Security Documents, hereby (i) irrevocably appoints            the Canadian Collateral Agent as its agent and authorizes and directs the Canadian            Collateral Agent to take such actions on its behalf and to exercise such powers as are            delegated to the Canadian Collateral Agent by the terms of the Intercompany Note            Security Documents, together with such actions and powers as are reasonably incidental            thereto, and (ii) authorizes and directs the Canadian Collateral Agent, without any            further consent, authorization or other action by the Company, (A) to enter into the            Intercompany Note Security Documents and any amendment of any thereof that is permitted            under this Indenture, (B) to bind the Company to the provisions of the Intercompany            Note Security Documents and (C) to perform and observe its obligations under the            Intercompany Note Security Documents.

 

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(c)       The Company hereby            (i) irrevocably constitutes, to the extent necessary, the Canadian Collateral            Agent as the holder of an irrevocable power of attorney            (*fondé de pouvoir*within the            meaning of Article 2692 of the*Civil Code of            Québec*) for the purposes of holding any Liens,            including hypothecs, granted or to be granted by Novamerican Steel on movable or            immovable property pursuant to the laws of the Province of Quebec to secure the            Intercompany Note Obligations and (ii) appoints and agrees that the Canadian            Collateral Agent may act as the bondholder and mandatary with respect to any bond that            may be issued and pledged from time to time for the benefit of the Company.

(d)       The parties hereto hereby            agree that the Canadian Collateral Agent, in its capacity as collateral agent            and*fondé de pouvoir*as            provided in clauses (b) and (c) above and in connection with the performance of its            obligations under the Intercompany Note Documents, shall be entitled to the same            rights, benefits and protections as are afforded to the Trustee in Article 7 and this            Article 11 (assuming, for such purpose, that each reference to the term            “Indenture”, “Collateral Agreement”, “Security            Document” or “Intercreditor Agreement” in such Article 7 or Article            11, as the case may be, is a reference to the term “Intercompany Note            Document”, “Intercompany Security Document” or “Intercompany            Note Document”, as applicable), and this Section 11.08 shall not be amended,            waived or otherwise modified without the consent of the Canadian Collateral            Agent.

Article 12

             

Miscellaneous

SECTION 12.01.        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 12.02.        Notices.Any notice or communication shall            be in writing and delivered in person or mailed by first-class mail or overnight            courier service (or, in the case of any notice or communication between the Company or            any Guarantor, on the one hand, and the Trustee, on the other hand, delivered by            facsimile and confirmed by first-class mail) addressed as follows:

if to Symmetry, the Company or any Subsidiary Guarantor:

Symmetry Holdings Inc.

28 W. 44th Street

16th Floor

New York, New York 10036

Attention: General Counsel

Facsimile: (646) 429-1541

if to the Trustee:

The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286

 

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Attention: Corporate Finance Group

Facsimile: (732) 667-9190

Symmetry, the Company, any Subsidiary Guarantor or the Trustee by notice            to the other may designate additional or different addresses for subsequent notices or            communications.

Any notice or communication mailed to a Holder shall be mailed to the            Holder at the Holder’s address as it appears on the registration books of the            Registrar and shall be sufficiently given if so mailed within the time            prescribed.

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 is mailed in the manner provided above, it is duly given, whether or not            the addressee receives it.

SECTION 12.03.        Communication by Holders with Other Holders.Holders may communicate pursuant to TIA § 312(b) with other Holders            with respect to their rights under this Indenture or the Securities. Symmetry, the            Company, the Subsidiary Guarantors, the Trustee, the Registrar and anyone else shall            have the protection of TIA § 312(c).

SECTION 12.04.        Certificate and Opinion as to Conditions Precedent.Upon any request or application by Symmetry or the Company to the            Trustee to take or refrain from taking any action under this Indenture, Symmetry or the            Company shall furnish to the Trustee:

(1)       an Officers’            Certificate in form and substance reasonably satisfactory to the Trustee 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 in            form and substance reasonably satisfactory to the Trustee stating that, in the opinion            of such counsel, all such conditions precedent have been complied with.

SECTION 12.05.        Statements Required in Certificate or Opinion.Each certificate or opinion with respect to compliance with a covenant            or condition provided for in this Indenture shall include:

(1)       a statement that the            individual 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 individual, he has made such examination or investigation as is            necessary to enable him to express an informed opinion as to whether or not such            covenant or condition has been complied with; and

 

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(4)       a statement as to whether            or not, in the opinion of such individual, such covenant or condition has been complied            with.

SECTION 12.06.        Conversion of Currencies.(a) If, for the            purpose of obtaining judgment in any court, it is necessary to convert a sum owing            hereunder in one currency into another currency, each party hereto agrees, to the            fullest extent that it may effectively do so, that the rate of exchange used shall be            that at which in accordance with normal banking procedures in the relevant jurisdiction            the first currency could be purchased with such other currency on the Business Day            immediately preceding the day on which final judgment is given.

(b)       The obligations of each            party hereto in respect of any sum due to any other party hereto or any holder of the            obligations owing hereunder (the “Applicable            Creditor”) shall, notwithstanding any judgment in a            currency (the “Judgment            Currency”) other than the currency in which such sum is            stated to be due hereunder (the “Agreement            Currency”), be discharged only to the extent that, on            the Business Day following receipt by the Applicable Creditor of any sum adjudged to be            so due in the Judgment Currency, the Applicable Creditor may in accordance with normal            banking procedures in the relevant jurisdiction purchase the Agreement Currency with            the Judgment Currency; if the amount of the Agreement Currency so purchased is less            than the sum originally due to the Applicable Creditor in the Agreement Currency, the            Company agrees as a separate obligation and notwithstanding any such judgment, to            indemnify the Applicable Creditor against such loss. The obligations of each party            hereto contained in this Section shall survive the termination of this Indenture and            the payment of all other amounts owing hereunder.

SECTION 12.07.        When Securities Disregarded.In determining            whether the Holders of the required principal amount of Securities have concurred in            any direction, waiver or consent, Securities owned by the Company, any Guarantor or by            any Person directly or indirectly controlling or controlled by or under direct or            indirect common control with the Company or any Guarantor shall be disregarded and            deemed not to be outstanding, except that, for the purpose of determining whether the            Trustee shall be protected in relying on any such direction, waiver or consent, only            Securities which a Trust Officer knows are so owned shall be so disregarded. Also,            subject to the foregoing, only Securities outstanding at the time shall be considered            in any such determination.

SECTION 12.08.        Rules by Trustee, Paying Agent and Registrar.The Trustee may make reasonable rules for action by or a meeting of            Holders. The Registrar and the Paying Agent may make reasonable rules for their            functions.

SECTION 12.09.        Legal Holidays.If a payment date is a            Legal Holiday, payment shall be made on the next succeeding day that is not a Legal            Holiday, and no interest shall accrue for the intervening period. If a regular record            date is a Legal Holiday, the record date shall not be affected.

SECTION 12.10.        Governing Law.This Indenture and the            Securities shall be governed by, and construed in accordance with, the laws of the            State of New York.

 

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SECTION 12.11.        No Recourse Against Others.A director,            officer, incorporator, employee or stockholder, as such, of Symmetry, the Company, any            Subsidiary Guarantor or Novamerican Steel shall not have any liability for any            obligations of Symmetry, the Company or any Subsidiary Guarantor under the Securities,            this Indenture, the Security Documents, the Intercreditor Agreement or any Intercompany            Note Documentor for any claim based on, in respect of or by            reason of such obligations or their creation. By accepting a Security, each Holder            shall waive and release all such liability. The waiver and release shall be part of the            consideration for the issue of the Securities.

SECTION 12.12.        Successors.All agreements of the Company            and each Guarantor in this Indenture and the Securities shall bind its successors. All            agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.13.        Multiple Originals.The parties may sign            any number of copies of this Indenture. Each signed copy shall be an original, but all            of them together represent the same agreement. One signed copy is enough to prove this            Indenture.

SECTION 12.14.        Table of Contents; Headings.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 intended to be            considered a part hereof and shall not modify or restrict any of the terms or            provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly            executed as of the date first written above.

 

|                                       |   | NOVAMERICAN STEEL FINCO INC.,    |
|--------------------------------------------|--------|----------------------------------|
|                                       |   | By                               | /s/ Corrado De Gasperis |
|                                       |   |                             | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                             |   |
|                                       |   | SYMMETRY HOLDINGS, INC.,         |
|                                       |   | By                               | /s/ Corrado De Gasperis |
|                                       |   |                             | Name:Corrado De                            Gasperis

Title: Chief Executive Officer |
|  

                              |   |                             |   |
|                                       |   | NOVAMERICAN STEEL HOLDINGS INC., |
|                                       |   | By                               | /s/ Corrado De Gasperis |

 

 

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|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|--------------------------------------------|--------|------------------------------------------|-------------------------------------------------------------------------------------|
|  

                              |   |                                     |                                                                                |
|                                       |   | INTEGRATED STEEL INDUSTRIES, INC.,       |
|                                       |   | By                                       | /s/ Corrado De Gasperis                                                             |
|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                                     |                                                                                |
|                                       |   | AMERICAN STEEL AND ALUMINUM CORPORATION, |
|                                       |   | By                                       | /s/ Corrado De Gasperis                                                             |
|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                                     |                                                                                |
|                                       |   | NOVA TUBE AND STEEL, INC.,               |
|                                       |   | By                                       | /s/ Corrado De Gasperis                                                             |
|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                                     |                                                                                |
|                                       |   | NOVAMERICAN TUBE HOLDINGS INC.,          |
|                                       |   | By                                       | /s/ Corrado De Gasperis                                                             |
|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                                     |                                                                                |
|                                       |   | NOVA TUBE INDIANA, LLC,                  |
|                                       |   | By                                       | /s/ Corrado De Gasperis                                                             |
|                                       |   |                                     | Name:Corrado De                            Gasperis

Title: President and Treasurer |
|  

                              |   |                                     |                                                                                |

 

 

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|                                       |   | THE BANK OF NEW YORK, as Trustee

                                                                                                                                                              |
|--------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                       |   | By                                                                                                                                                                                                   | /s/ Remo J. Reale |
|                                       |   |                                                                                                                                                                                                 | Name:Remo J. Reale

Title: Vice President |
|  

                              |   |                                                                                                                                                                                                 |   |
|                                       |   | BNY TRUST COMPANY OF CANADA(solely in connection with the provisions of Section                            entitled “The Canadian Collateral Agent”)

                              |
|                                       |   | By                                                                                                                                                                                                   | /s/ Patricia Benjamin |
|                                       |   |                                                                                                                                                                                                 | Name:Patricia Benjamin

Title: Authorized Officer |
|  

                              |   |                                                                                                                                                                                                 |   |
|                                       |   |                                                                                                                                                                                                 |   |

 

 

 

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RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL SECURITIES,

PRIVATE EXCHANGE SECURITIES

AND EXCHANGE SECURITIES

|   | 1. | Definitions |
|--------|----|-------------|

|   | 1.1 | Definitions |
|--------|-----|-------------|

For the purposes of this Appendix the following terms shall have the            meanings indicated below (capitalized terms used but not defined in this Appendix have            the meanings ascribed thereto in the Indenture to which this Appendix is            attached):

“Applicable            Procedures” means, with respect to any transfer or            transaction involving a Temporary Regulation S Global Security or beneficial interest            therein, the rules and procedures of the Depository for such a Temporary Regulation S            Global Security, to the extent applicable to such transaction and as in effect from            time to time.

“Definitive            Security” means a certificated Initial Security or            Exchange Security or Private Exchange Security bearing, if required, the appropriate            restricted securities legend set forth in Section 2.3(e).

“Depository”            means The Depository Trust Company, its nominees and their respective            successors.

“Distribution Compliance            Period”, with respect to any Securities, means the            period of 40 consecutive days beginning on and including the later of (i) the day on            which such Securities are first offered to Persons other than distributors (as defined            in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the            issue date with respect to such Securities.

“IAI”            means an institutional “accredited investor”, as defined in            Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities            Act.

“Initial            Purchasers” means J.P. Morgan Securities Inc. and CIBC            World Markets Corp.

“Private            Exchange” means the offer by the Company, pursuant to            the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to            each Initial Purchaser, in exchange for the Initial Securities held by the Initial            Purchaser as part of its initial distribution, a like aggregate principal amount of            Private Exchange Securities.

“Private Exchange            Securities” means any 11.5% Senior Secured Notes Due            2015 issued in connection with a Private Exchange.

 

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“Purchase            Agreement” means the Purchase Agreement dated November            14, 2007, among the Company, the Guarantors party thereto, Novamerican Steel and the            Initial Purchasers.

“QIB”            means a “qualified institutional buyer” as defined in Rule 144A.

“Registered Exchange            Offer” means the offer by the Company, pursuant to the            Registration Rights Agreement, to certain Holders of Initial Securities, to issue and            deliver to such Holders, in exchange for the Initial Securities, a like aggregate            principal amount of Exchange Securities registered under the Securities Act.

“Registration Rights            Agreement” means the Registration Rights Agreement            dated November 15, 2007, among the Company, the Guarantors party thereto and the            Initial Purchasers.

“Rule 144A            Securities” means all Securities offered and sold to            QIBs in reliance on Rule 144A.

“Securities”            means the Initial Securities, the Exchange Securities and the Private Exchange            Securities, treated as a single class.

“Securities            Custodian” means the custodian with respect to a Global            Security (as appointed by the Depository), or any successor Person thereto and shall            initially be the Trustee.

“Shelf Registration            Statement” means the registration statement issued by            the Company in connection with the offer and sale of Initial Securities or Private            Exchange Securities pursuant to the Registration Rights Agreement.

“Transfer Restricted            Securities” means Securities that bear or are required            to bear the legend relating to restrictions on transfer relating to the Securities Act            set forth in Section 2.3(e) hereof.

|   | 1.2 | Other Definitions |
|--------|-----|-------------------|

 

| Term                                                                            | Defined inSection: |
|---------------------------------------------------------------------------------|--------------------|
| “Agent Members”                                                     | 2.1(b)             |
| “Global Securities”                                                 | 2.1(a)             |
| “IAI Global Security”                                               | 2.1(a)             |
| “Permanent Regulation S Global                            Security” | 2.1(a)             |
| “Regulation S”                                                      | 2.1(a)             |
| “Regulation S Global Security”                                      | 2.1(a)             |

 

 

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| “Rule 144A”                                                         | 2.1(a) |
|---------------------------------------------------------------------------------|--------|
| “Rule 144A Global Security”                                         | 2.1(a) |
| “Temporary Regulation S Global                            Security” | 2.1(a) |

 

|   | 2. | The Securities. |
|--------|----|-----------------|

2.1       (a)  Form and Dating.The Initial Securities            will be offered and sold by the Company pursuant to a Purchase Agreement. The Initial            Securities will be resold initially only to (i) QIBs in reliance on Rule 144A            under the Securities Act            (“Rule 144A”) and            (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on            Regulation S under the Securities Act (“Regulation            S”). Initial Securities may thereafter be transferred            to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the            restrictions on transfer set forth herein. Initial Securities initially resold pursuant            to Rule 144A shall be issued initially in the form of one or more permanent global            Securities in definitive, fully registered form (collectively, the            “Rule 144A Global            Security”); Initial Securities initially resold to IAIs            shall be issued initially in the form of one or more permanent global Securities in            definitive, fully registered form (collectively, the            “IAI Global Security”);            and Initial Securities initially resold pursuant to Regulation S shall be issued            initially in the form of one or more temporary global securities in fully registered            form (collectively, the “Temporary Regulation S Global            Security”), in each case without interest coupons and            with the global securities legend and the applicable restricted securities legend set            forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of            the Initial Securities represented thereby with the Securities Custodian and registered            in the name of the Depository or a nominee of the Depository, duly executed by the            Company and authenticated by the Trustee as provided in this Indenture. Except as set            forth in this Section 2.1(a), beneficial ownership interests in the Temporary            Regulation S Global Security will not be exchangeable for interests in the Rule 144A            Global Security, the IAI Global Security, a permanent global security (the            “Permanent Regulation S Global Security”, and together with the Temporary            Regulation S Global Security, the “Regulation S Global            Security”) or any other Global Security prior to the            expiration of the Distribution Compliance Period and then, after the expiration of the            Distribution Compliance Period, may be exchanged for interests in a Rule 144A            Global Security, an IAI Global Security or the Permanent Regulation S Global            Security only upon certification in form reasonably satisfactory to the Trustee that            (i) beneficial ownership interests in such Temporary Regulation S Global Security are            owned either by non-U.S. persons or U.S. persons who purchased such interests in a            transaction that did not require registration under the Securities Act and (ii) in the            case of an exchange for an IAI Global Security, certification that the interest in the            Temporary Regulation S Global Security is being transferred to an institutional            “accredited investor” under the Securities Act that is an institutional            accredited investor acquiring the securities for its own account or for the account of            an institutional accredited investor.

Beneficial interests in Temporary Regulation S Global Securities or IAI            Global Securities may be exchanged for interests in Rule 144A Global Securities if            (1) such exchange occurs in connection with a transfer of Securities in compliance with            Rule 144A and (2) the

 

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transferor of the beneficial interest in the Temporary Regulation S            Global Security or the IAI Global Security, as applicable, first delivers to the            Trustee a written certificate (in a form satisfactory to the Trustee) to the effect            that the beneficial interest in the Temporary Regulation S Global Security or the IAI            Global Security, as applicable, is being transferred to a Person (a) who the transferor            reasonably believes to be a QIB, (b) purchasing for its own account or the account            of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance            with all applicable securities laws of the States of the United States and other            jurisdictions.

Beneficial interests in Temporary Regulation S Global Securities and            Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities            if (1) such exchange occurs in connection with a transfer of the securities in            compliance with an exemption under the Securities Act and (2) the transferor of            the Regulation S Global Security or Rule 144A Global Security, as applicable,            first delivers to the trustee a written certificate (substantially in the form of            Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A            Global Security, as applicable, is being transferred (a) to an “accredited            investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities            Act that is an institutional investor acquiring the securities for its own account or            for the account of such an institutional accredited investor, in each case in a minimum            principal amount of the securities of $250,000, for investment purposes and not with a            view to or for offer or sale in connection with any distribution in violation of the            Securities Act and (B) in accordance with all applicable securities laws of the States            of the United States and other jurisdictions.

Beneficial interests in a Rule 144A Global Security or an IAI            Global Security may be transferred to a Person who takes delivery in the form of an            interest in a Regulation S Global Security, whether before or after the expiration            of the Distribution Compliance Period, only if the transferor first delivers to the            Trustee a written certificate (in the form provided in the Indenture) to the effect            that such transfer is being made in accordance with Rule 903 or 904 of            Regulation S or Rule 144 (if applicable).

The Rule 144A Global Security, the IAI Global Security, the Temporary            Regulation S Global Security and the Permanent Regulation S Global Security are            collectively referred to herein as “Global Securities”. The aggregate            principal amount of the Global Securities may from time to time be increased or            decreased by adjustments made on the records of the Trustee and the Depository or its            nominee as hereinafter provided.

(b)       Book-Entry Provisions.This            Section 2.1(b) shall apply only to a Global Security deposited with or on behalf            of the Depository.

The Company shall execute and the Trustee shall, in accordance with this            Section 2.1(b), authenticate and deliver initially one or more Global Securities            that (a) shall be registered in the name of the Depository for such Global            Security or Global Securities or the nominee of such Depository and (b) shall be            delivered by the Trustee to such Depository or pursuant to such Depository’s            instructions or held by the Trustee as custodian for the Depository.

Members of, or participants in, the Depository            (“Agent Members”) shall            have no rights under this Indenture with respect to any Global Security held on their            behalf by the Depository or by the Trustee as the custodian of the Depository or under            such Global Security,

 

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5

 

and            the Company, the Trustee and any agent of the Company or the Trustee shall be entitled            to treat the Depository as the absolute owner of such Global Security for all purposes            whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company,            the Trustee or any agent of the Company or the Trustee from giving effect to any            written certification, proxy or other authorization furnished by the Depository or            impair, as between the Depository and its Agent Members, the operation of customary            practices of such Depository governing the exercise of the rights of a holder of a            beneficial interest in any Global Security.

(c)       Definitive Securities.Except as provided            in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global            Securities shall not be entitled to receive physical delivery of Definitive            Securities.

2.2       Authentication.  The Trustee            shall authenticate and deliver: (1) on the Issue Date, an aggregate principal            amount of $315,000,000 11.5% Senior Secured Notes Due 2015 and (2) Exchange            Securities or Private Exchange Securities for issue only in a Registered Exchange Offer            or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a            like principal amount of Initial Securities, in each case upon a written order of the            Company signed by two Officers or by an Officer and either an Assistant Treasurer or an            Assistant Secretary of the Company. Such order shall specify the amount of the            Securities to be authenticated and the date on which the original issue of Securities            is to be authenticated. The aggregate principal amount of Securities outstanding at any            time shall not exceed $315,000,000 except as provided in Section 2.07 of the            Indenture.

|   | 2.3 | Transfer and Exchange. |
|--------|-----|------------------------|

(a)       Transfer and Exchange of Definitive            Securities. When Definitive Securities are presented to the            Registrar with a request:

|   | (x) | to register the transfer of such Definitive Securities;                            or |
|--------|-----|---------------------------------------------------------------------------------------|

|   | (y) | to exchange such Definitive Securities for an equal                            principal amount of Definitive Securities of other authorized                            denominations, |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

the            Registrar shall register the transfer or make the exchange as requested if its            reasonable requirements for such transaction are met;provided,however, that the Definitive Securities            surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of            transfer in form reasonably satisfactory to the Company and the Registrar, duly            executed by the Holder thereof or its attorney duly authorized in writing;            and

(ii) if such Definitive Securities are required to bear a restricted            securities legend, they are being transferred or exchanged pursuant to an effective            registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant            to clause (A), (B) or (C) below, and are accompanied by the following additional            information and documents, as applicable:

 

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(A)       if such Definitive            Securities are being delivered to the Registrar by a Holder for registration in the            name of such Holder, without transfer, a certification from such Holder to that effect;            or

(B)      if such Definitive Securities are            being transferred to the Company, a certification to that effect; or

(C)      if such Definitive Securities are            being transferred (x) pursuant to an exemption from registration in accordance with            Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon            another exemption from the requirements of the Securities Act: (i) a certification to            that effect (in the form set forth on the reverse of the Security) and (ii) if the            Company so requests, an opinion of counsel or other evidence reasonably satisfactory to            it as to the compliance with the restrictions set forth in the legend set forth in            Section 2.3(e)(i).

(b)       Restrictions on Transfer of a Definitive Security for a Beneficial            Interest in a Global Security.A Definitive Security may            not be exchanged for a beneficial interest in a Rule 144A Global Security, an IAI            Global Security or a Permanent Regulation S Global Security except upon satisfaction of            the requirements set forth below. Upon receipt by the Trustee of a Definitive Security,            duly endorsed or accompanied by appropriate instruments of transfer, in form            satisfactory to the Trustee, together with:

(i)        certification, in the            form set forth on the reverse of the Security, that such Definitive Security is either            (A) being transferred to a QIB in accordance with Rule 144A, (B) being transferred to            an IAI or (C) being transferred after expiration of the Distribution Compliance Period            by a Person who initially purchased such Security in reliance on Regulation S to a            buyer who elects to hold its interest in such Security in the form of a beneficial            interest in the Permanent Regulation S Global Security; and

(ii)       written instructions            directing the Trustee to make, or to direct the Securities Custodian to make, an            adjustment on its books and records with respect to such Rule 144A Global Security (in            the case of a transfer pursuant to clause (b)(i)(A)), IAI Global Security (in the case            of a transfer pursuant to clause (b)(1)(B)) or Permanent Regulation S Global            Security (in the case of a transfer pursuant to clause (b)(i)(C)) to reflect an            increase in the aggregate principal amount of the Securities represented by the Rule            144A Global Security, IAI Global Security or Permanent Regulation S Global Security, as            applicable, such instructions to contain information regarding the Depository account            to be credited with such increase,

then            the Trustee shall cancel such Definitive Security and cause, or direct the Securities            Custodian to cause, in accordance with the standing instructions and procedures            existing between the Depository and the Securities Custodian, the aggregate principal            amount of Securities represented by the Rule 144A Global Security, IAI Global Security            or Permanent Regulation S Global Security, as applicable, to be increased by the            aggregate principal amount of the

 

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Definitive Security to be exchanged and shall credit or cause to be            credited to the account of the Person specified in such instructions a beneficial            interest in the Rule 144A Global Security, IAI Global Security or Permanent Regulation            S Global Security, as applicable, equal to the principal amount of the Definitive            Security so canceled. If no Rule 144A Global Securities, IAI Global Securities or            Permanent Regulation S Global Securities, as applicable, are then outstanding, the            Company shall issue and the Trustee shall authenticate, upon written order of the            Company in the form of an Officers’ Certificate of the Company, a new Rule 144A            Global Security, IAI Global Security or Permanent Regulation S Global Security, as            applicable, in the appropriate principal amount.

|   | (c) | Transfer and Exchange of Global                            Securities. |
|--------|-----|------------------------------------------------------------------------|

(i)        The transfer and            exchange of Global Securities or beneficial interests therein shall be effected through            the Depository, in accordance with this Indenture (including applicable restrictions on            transfer set forth herein, if any) and the procedures of the Depository therefor. A            transferor of a beneficial interest in a Global Security shall deliver to the Registrar            a written order given in accordance with the Depository’s procedures containing            information regarding the participant account of the Depository to be credited with a            beneficial interest in the Global Security. The Registrar shall, in accordance with            such instructions instruct the Depository to credit to the account of the Person            specified in such instructions a beneficial interest in the Global Security and to            debit the account of the Person making the transfer the beneficial interest in the            Global Security being transferred.

(ii)       If the proposed transfer            is a transfer of a beneficial interest in one Global Security to a beneficial interest            in another Global Security, the Registrar shall reflect on its books and records the            date and an increase in the principal amount of the Global Security to which such            interest is being transferred in an amount equal to the principal amount of the            interest to be so transferred, and the Registrar shall reflect on its books and records            the date and a corresponding decrease in the principal amount of the Global Security            from which such interest is being transferred.

(iii)       Notwithstanding any other            provisions of this Appendix (other than the provisions set forth in Section 2.4),            a Global Security may not be transferred as a whole except by the Depository to a            nominee of the Depository or by a nominee of the Depository to the Depository or            another nominee of the Depository or by the Depository or any such nominee to a            successor Depository or a nominee of such successor Depository.

(iv)      In the event that the Global            Security is exchanged for Definitive Securities pursuant to Section 2.4 of this            Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness            of a Shelf Registration Statement with respect to such Securities, such Securities may            be exchanged only in accordance with such procedures as are substantially consistent            with the provisions of this Section 2.3 (including the certification requirements set            forth on the reverse of the Initial Securities intended to ensure that such transfers            comply

             

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8

 

with Rule 144A, Regulation S or another applicable exemption under the            Securities Act, as the case may be) and such other procedures as may from time to time            be adopted by the Company.

(d)       Restrictions on Transfer of Temporary Regulation S Global            Securities.During the Distribution Compliance Period,            beneficial ownership interests in Temporary Regulation S Global Securities may only be            sold, pledged or transferred in accordance with the Applicable Procedures and only (i)            to the Company, (ii) in an offshore transaction in accordance with Regulation S            (other than a transaction resulting in an exchange for an interest in a Permanent            Regulation S Global Security) or (iii) 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.

|   | (e) | Legend. |
|--------|-----|---------|

(i)        Except as permitted            by the following paragraphs (ii), (iii) and (iv), each Security certificate            evidencing the Global Securities (and all Securities issued in exchange therefor or in            substitution thereof) shall bear a legend in substantially the following            form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,            AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR            OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY            BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF            IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT            SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,            AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS            PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE            DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS            [*IN THE CASE OF RULE 144A NOTES:*TWO            YEARS] [*IN THE CASE OF REGULATION S NOTES:*40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST            DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THE SECURITY            (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT            TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,            (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO            RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A            “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE            SECURITIES ACT THAT PURCHASES

             

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FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL            BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON            RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED            STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN            INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF            RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL            ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF            SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT            OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR            OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,            OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS            OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT            PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO            REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION            SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE            HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

Each certificate evidencing a Security offered in reliance on Regulation            S shall, in addition to the foregoing, bear a legend in substantially the following            form:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A            TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933,            AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED            STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL            APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN            REGULATION S UNDER THE SECURITIES ACT.

Each Definitive Security shall also bear the following additional            legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE            REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER            AGENT MAY REASONABLY REQUIRE TO CONFIRM

             

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THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii)       Upon any sale or transfer            of a Transfer Restricted Security (including any Transfer Restricted Security            represented by a Global Security) pursuant to Rule 144 under the Securities Act, the            Registrar shall permit the transferee thereof to exchange such Transfer Restricted            Security for a certificated Security that does not bear the legend set forth above and            rescind any restriction on the transfer of such Transfer Restricted Security, if the            transferor thereof certifies in writing to the Registrar that such sale or transfer was            made in reliance on Rule 144 (such certification to be in the form set forth on            the reverse of the Security).

(iii)      After a transfer of any Initial            Securities or Private Exchange Securities pursuant to and during the period of the            effectiveness of a Shelf Registration Statement with respect to such Initial Securities            or Private Exchange Securities, as the case may be, all requirements pertaining to            legends on such Initial Security or such Private Exchange Security will cease to apply,            the requirements requiring any such Initial Security or such Private Exchange Security            issued to certain Holders be issued in global form will cease to apply, and a            certificated Initial Security or Private Exchange Security or an Initial Security or            Private Exchange Security in global form, in each case without restrictive transfer            legends, will be available to the transferee of the Holder of such Initial Securities            or Private Exchange Securities upon exchange of such transferring Holder’s            certificated Initial Security or Private Exchange Security or directions to transfer            such Holder’s interest in the Global Security, as applicable.

(iv)      Upon the consummation of a            Registered Exchange Offer with respect to the Initial Securities, all requirements            pertaining to such Initial Securities that Initial Securities issued to certain Holders            be issued in global form will still apply with respect to Holders of such Initial            Securities that do not exchange their Initial Securities, and Exchange Securities in            certificated or global form, in each case without the restricted securities legend set            forth in Exhibit 1 hereto will be available to Holders that exchange such Initial            Securities in such Registered Exchange Offer.

(v)       Upon the consummation of a            Private Exchange with respect to the Initial Securities, all requirements pertaining to            such Initial Securities that Initial Securities issued to certain Holders be issued in            global form will still apply with respect to Holders of such Initial Securities that do            not exchange their Initial Securities, and Private Exchange Securities in global form            with the global securities legend and the applicable restricted securities legend set            forth in Exhibit 1 hereto will be available to Holders that exchange such Initial            Securities in such Private Exchange.

(f)        Cancellation or Adjustment of Global Security.At such time as all beneficial interests in a Global Security have            either been exchanged for Definitive Securities,

 

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redeemed, purchased or canceled, such Global Security shall be returned            to the Depository for cancellation or retained and canceled by the Trustee. At any time            prior to such cancellation, if any beneficial interest in a Global Security is            exchanged for certificated Securities, redeemed, purchased or canceled, the principal            amount of Securities represented by such Global Security shall be reduced and an            adjustment shall be made on the books and records of the Trustee (if it is then the            Securities Custodian for such Global Security) with respect to such Global Security, by            the Trustee or the Securities Custodian, to reflect such reduction.

|   | (g) | No Obligation of the                            Trustee. |
|--------|-----|----------------------------------------------------------|

(i)        The Trustee shall            have no responsibility or obligation to any beneficial owner of a Global Security, a            member of, or a participant in the Depository or other Person with respect to the            accuracy of the records of the Depository or its nominee or of any participant or            member thereof, with respect to any ownership interest in the Securities or with            respect to the delivery to any participant, member, beneficial owner or other Person            (other than the Depository) of any notice (including any notice of redemption) or the            payment of any amount, under or with respect to such Securities. All notices and            communications to be given to the Holders and all payments to be made to Holders under            the Securities shall be given or made only to or upon the order of the registered            Holders (which shall be the Depository or its nominee in the case of a Global            Security). The rights of beneficial owners in any Global Security shall be exercised            only through the Depository subject to the applicable rules and procedures of the            Depository. The Trustee may rely and shall be fully protected in relying upon            information furnished by the Depository with respect to its members, participants and            any beneficial owners.

(ii)       The Trustee shall have no            obligation or duty to monitor, determine or inquire as to compliance with any            restrictions on transfer imposed under this Indenture or under applicable law with            respect to any transfer of any interest in any Security (including any transfers            between or among Depository participants, members or beneficial owners in any Global            Security) other than to require delivery of such certificates and other documentation            or evidence as are expressly required by, and to do so if and when expressly required            by, the terms of the Indenture, and to examine the same to determine substantial            compliance as to form with the express requirements hereof.

|   | 2.4 | Definitive Securities. |
|--------|-----|------------------------|

(a)       A Global Security deposited            with the Depository or with the Trustee as Securities Custodian for the Depository            pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in            the form of Definitive Securities in an aggregate principal amount equal to the            principal amount of such Global Security, in exchange for such Global Security, only if            such transfer complies with Section 2.3 hereof and (i) the Depository            notifies the Company that it is unwilling or unable to continue as Depository for such            Global Security and the Depository fails to appoint a successor depository or if at any            time such Depository ceases to be a “clearing agency” registered under the            Exchange Act, in either case, and a successor

 

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depository is not appointed by the Company within 90 days of such            notice, or (ii) an Event of Default has occurred and is continuing or (iii) the            Company, in its sole discretion, notifies the Trustee in writing that it elects to            cause the issuance of Definitive Securities under this Indenture.

(b)       Any Global Security that is            transferable to the beneficial owners thereof pursuant to this Section 2.4 shall            be surrendered by the Depository to the Trustee at its principal corporate trust office            located in the Borough of Manhattan, The City of New York, to be so transferred, in            whole or from time to time in part, without charge, and the Trustee shall authenticate            and deliver, upon such transfer of each portion of such Global Security, an equal            aggregate principal amount of Definitive Securities of authorized denominations. Any            portion of a Global Security transferred pursuant to this Section 2.4 shall be            executed, authenticated and delivered only in denominations of $2,000 principal            amountand any integral multiples of $1,000 in excess thereof and            registered in such names as the Depository shall direct. Any Definitive Security            delivered in exchange for an interest in the Transfer Restricted Security shall, except            as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted            securities legend and definitive securities legend set forth in Exhibit 1            hereto.

(c)       Subject to the provisions            of Section 2.4(b) hereof, the registered Holder of a Global Security shall be            entitled to grant proxies and otherwise authorize any Person, including Agent Members            and Persons that may hold interests through Agent Members, to take any action which a            Holder is entitled to take under the Indenture or the Securities.

(d)       In the event of the            occurrence of one of the events specified in Section 2.4(a) hereof, the Company            shall promptly make available to the Trustee a reasonable supply of Definitive            Securities in definitive, fully registered form without interest coupons. In the event            that such Definitive Securities are not issued, the Company expressly acknowledges,            with respect to the right of any Holder to pursue a remedy pursuant to            Section 6.06 of the Indenture, the right of any beneficial owner of Securities to            pursue such remedy with respect to the portion of the Global Security that represents            such beneficial owner’s Securities as if such Definitive Securities had been            issued.

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EXHIBIT 1

to

RULE            144A/REGULATION S/IAI APPENDIX

[FORM            OF FACE OF INITIAL SECURITY]

 

[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF            THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW            YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,            AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH            OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS            MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED            REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE            BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,            CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN            WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH            SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE            LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE            INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER            OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN            THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE            THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

[Restricted Securities Legend for Securities offered otherwise than in            Reliance on Regulation S]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,            AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR            OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY            BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF            IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT            SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,            AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS            PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE            DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO

 

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YEARS            AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER            OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THE SECURITY (OR ANY PREDECESSOR OF            SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION            STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO            LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE            SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL            BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR            ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS            GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT            TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF            REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL            “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)            or (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING            THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED            INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR            INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY            DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT            TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR            TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF            COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS            LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION            TERMINATION DATE.

[Restricted Securities Legend for Securities Offered in Reliance on            Regulation S.]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A            TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES            ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED            IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT            PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES            ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN            TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

[Temporary Regulation S Global Security Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS            TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN            THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN            INTEREST IN THE

 

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SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING            RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION            COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S            UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY            SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S.            PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT            REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION            COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S            GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II)            OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF            REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE            REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN            ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.            HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY            ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN            APPLICABLE.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL            INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS            IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A            TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE            REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN            THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL            SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO            BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO            IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN            A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL            APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER            JURISDICTIONS.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL            INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS            IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A            TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND            (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE            TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT            THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN            “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR            (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A            SIGNED LETTER

 

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4

 

CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE            TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF            SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN            $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN            COMPLIANCE WITH THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE            SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN IAI GLOBAL            SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST            IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE            40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE            TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS 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).

[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE            REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER            AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING            RESTRICTIONS.

[Original Issue Discount Legend]

FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS            AMENDED THIS SECURITY MAY HAVE ORIGINAL ISSUE DISCOUNT. A REPRESENTATIVE AT JPMORGAN            WILL PROVIDE TO HOLDERS UPON REQUEST THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO            MATURITY OF THIS SECURITY. LAURA YACHIMSKIMAY BE CONTACTED AT 270 PARK AVENUE, 8TH            FLOOR, NEW YORK, NEW YORK 10019, TELEPHONE 800-245-8812.

[Canadian Securities Law Legend]

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF            THIS SECURITY MUST NOT TRADE THE SECURITY TO A CANADIAN RESIDENT BEFORE THE DATE THAT            IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) NOVEMBER 15, 2007, AND (II) THE DATE THE            ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

 

 

----

 

 

| No. _________ | $ ________ |
|---------------|------------|

 

11.5% Senior Secured Notes Due 2015

Novamerican Steel Finco Inc., a Delaware corporation, promises to pay to            [            ], or            registered assigns, the principal sum of            [          ] Dollars on November 15,            2015.

Interest Payment Dates: May 15 and November 15, commencing May 15,            2008.

Record Dates: May 1 and November 1.

Additional provisions of this Security are set forth on the other side            of this Security.

Dated:

 

| NOVAMERICAN STEEL FINCO INC. |
|------------------------------|
| By                           |   |   |
|                         |   |   |
|                         | Name:

Title: |   |
|                         |   |   |
| By                           |   |   |
|                         |   |   |
|                         | Name:

Title: |   |

 

 

----

 

2

 

TRUSTEE’S CERTIFICATE OF

|   | AUTHENTICATION |
|--------|----------------|

 

| THE BANK OF NEW YORK                                                                                                    |                 |
|-------------------------------------------------------------------------------------------------------------------------|----------------------|
| as Trustee, certifiesthat this is one ofthe Securities referredto in the Indenture.

                              |                 |
| By                                                                                                                      |                 |
|                                                                                                                    |                 |   |
|                                                                                                                    | Authorized Signatory |   |

 

 

----

 

[FORM OF REVERSE SIDE OF INITIAL SECURITY]

11.5% Senior Secured Note Due 2015

| 1. | Interest |
|----|----------|

Novamerican Steel Finco Inc., a Delaware corporation (such corporation,            and its successors and assigns under the Indenture hereinafter referred to, being            herein called the            “Company”), promises to            pay interest on the principal amount of this Security at the rate per annum shown            above;provided,however, that if a Registration Default (as            defined in the Registration Rights Agreement) occurs, additional interest will accrue            on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per            annum after each consecutive 90-day period that occurs after the date on which such            Registration Default occurs up to a maximum additional interest rate of 1.00%) from and            including the date on which any such Registration Default shall occur to but excluding            the date on which all Registration Defaults have been cured. The Company will pay            interest semiannually on May 15 and November 15 of each year, commencing May 15, 2008.            Interest on the Securities will accrue from the most recent date to which interest has            been paid or, if no interest has been paid, from November 15, 2007. Interest will be            computed on the basis of a 360-day year of twelve 30-day months. The Company will pay            interest on overdue principal at the rate borne by this Security plus 2.00% per annum,            and it will pay interest on overdue installments of interest at the same rate to the            extent lawful.

| 2. | Method of Payment |
|----|-------------------|

The Company will pay interest on the Securities (except defaulted            interest) to the Persons who are registered holders of Securities at the close of            business on the May 1 or November 1 next preceding the interest payment date even            if Securities are canceled after the record date and on or before the interest payment            date. Holders must surrender Securities to a Paying Agent to collect principal            payments. The Company will pay principal and interest in money of the United States            that at the time of payment is legal tender for payment of public and private debts.            Payments in respect of the Securities represented by a Global Security (including            principal, premium and interest) will be made by wire transfer of immediately available            funds to the accounts specified by the Depository. The Company will make all payments            in respect of a certificated Security (including principal, premium and interest) by            mailing a check to the registered address of the Holder thereof;provided,however, that payments on a certificated            Security will be made by wire transfer to a U.S. dollar account maintained by such            Holder with a bank in the United States if such Holder elects payment by wire transfer            by giving written notice to the Trustee or the Paying Agent to such effect designating            such account no later than 30 days immediately preceding the relevant due date for            payment (or such other date as the Trustee may accept in its discretion).

| 3. | Paying Agent and Registrar |
|----|----------------------------|

Initially, The Bank of New York, a national banking association            (the “Trustee”), will            act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,            Registrar or co-registrar without notice. The Company or any of its domestically            incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or            co-registrar.

 

----

 

2

 

| 4. | Indenture |
|----|-----------|

The Company issued the Securities under an Indenture dated as of            November 15, 2007 ( the            “Indenture”), among the            Company, the Guarantors and the Trustee. The terms of the Securities include those            stated in the Indenture and those made part of the Indenture by reference to the Trust            Indenture Act of 1939 (15U.S.C.§§ 77aaa-77bbbb) (the            “Act”). Terms defined in            the Indenture and not defined herein have the meanings ascribed thereto in the            Indenture. The Securities are subject to all such terms, and Holders are referred to            the Indenture and the Act for a statement of those terms.

The Securities are general secured obligations of the Company limited to            $315,000,000 aggregate principal amount(subject to            Section 2.07 of the Indenture). The Initial Securities issued on the Issue Date            and all Exchange Securities or Private Exchange Securities issued in exchange therefor            will be treated as a single class for all purposes under the Indenture. The Indenture            contains covenants that limit the ability of the Company and its subsidiaries to incur            additional indebtedness; pay dividends or distributions on, or redeem or repurchase            capital stock; make investments; issue or sell capital stock of subsidiaries; engage in            transactions with affiliates; create liens on assets; transfer or sell assets;            guarantee indebtedness; create or permit to exist encumbrances or restrictions on the            ability to create or permit liens on certain assets securing the Securities; restrict            dividends or other payments of subsidiaries; consolidate, merge or transfer all or            substantially all of its assets and the assets of its subsidiaries and engage in            sale/leaseback transactions. These covenants are subject to important exceptions and            qualifications.

| 5. | Optional Redemption |
|----|---------------------|

Except as set forth below, the Company shall not be entitled to redeem            the Securities.

On and after November 15, 2011, the Company shall be entitled at its            option to redeem all or a portion of the Securities upon not less than 30 nor more than            60 days’ notice, at the redemption prices, plus accrued interest to the            redemption date (subject to the right of Holders of record on the relevant record date            to receive interest due on the relevant interest payment date), if redeemed during the            12-month period commencing on November 15 of the years set forth below:

 

|   | Period              | RedemptionPrice |   |
|--------|---------------------|-----------------|--------|
|   | 2011                | 105.750%        |   |
|   | 2012                | 102.875%        |   |
|   | 2013 and thereafter | 100.000%        |   |

 

In addition, prior to November 15, 2010, the Company shall be entitled            at its option on one or more occasions to redeem Securities in an aggregate principal            amount not to exceed 35% of the aggregate principal amountof the            Securities originally issued at a redemption price (expressed as a percentage of            principal on the redemption date) of 111.50%, plus accrued and unpaid interest to the            redemption date (subject to the right of Holders of record on the

 

----

 

3

 

relevant record date to receive interest due on the relevant interest            payment date), with the net cash proceeds from one or more Qualified Equity            Offerings;provided,however, that (1) at least 65% of such            aggregate principal amount of Securities remains outstanding immediately after the            occurrence of each such redemption (other than Securities held, directly or indirectly,            by the Company or its Affiliates)**;**and (2) each such redemption occurs within 90 days (or, in the            case of the proceeds from the exercise of Existing Warrants, 365 days) after the date            of the related Qualified Equity Offering.

| 6. | Notice of Redemption |
|----|----------------------|

Notice of redemption will be mailed at least 30 days but not more than            60 days before the redemption date to each Holder of Securities to be redeemed at his            registered address. Securities in denominations larger than $1,000 principal amount may            be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay            the redemption price of and accrued interest on all Securities (or portions thereof) to            be redeemed on the redemption date is deposited with the Paying Agent on or before the            redemption date and certain other conditions are satisfied, on and after such date            interest ceases to accrue on such Securities (or such portions thereof) called for            redemption.

| 7. | Put Provisions |
|----|----------------|

Upon a Change of Control, any Holder of Securities will have the right            to cause the Company to repurchase all or any part of the Securities of such Holder at            a repurchase price equal to 101% of the principal amount of the Securities to be            repurchased plus accrued interest to the date of repurchase (subject to the right of            holders of record on the relevant record date to receive interest due on the related            interest payment date) as provided in, and subject to the terms of, the            Indenture.

In accordance with Sections 4.06, 4.12 and 4.15 of the Indenture, the            Company will be required to offer to purchase Securities upon the occurrence of certain            events.

| 8. | Guarantee |
|----|-----------|

The payment by the Company of the principal of, and premium and interest            on, the Securities is fully and unconditionally guaranteed on a joint and several            senior secured basis by each of the Guarantors to the extent set forth in the            Indenture.

| 9. | Security |
|----|----------|

The Securities will be secured by (i) first-priority security interests            in the First-Priority Assets and (ii) second-priority security interests in the            Second-Priority Assets, in each case subject to Permitted Liens and the exceptions            described under Article 11 of the Indenture.

| 10. | Denominations; Transfer; Exchange |
|-----|-----------------------------------|

The Securities are in registered form without coupons in minimum            denominations of $2,000 principal amount and integral multiples of $1,000 in excess            thereof. A Holder may transfer or exchange Securities in accordance with the Indenture.            The Registrar may require a

 

----

 

4

 

Holder, among other things, to furnish appropriate endorsements or            transfer documents and to pay any taxes and fees required by law or permitted by the            Indenture. The Registrar need not register the transfer of or exchange any Securities            selected for redemption (except, in the case of a Security to be redeemed in part, the            portion of the Security not to be redeemed) or any Securities for a period of            15 days before a selection of Securities to be redeemed or 15 days before an            interest payment date.

| 11. | Persons Deemed Owners |
|-----|-----------------------|

The registered Holder of this Security may be treated as the owner of it            for all purposes.

| 12. | Unclaimed Money |
|-----|-----------------|

If money for the payment of principal or interest remains unclaimed for            two years, the Trustee or Paying Agent shall pay the money back to the Company at its            request unless an abandoned property law designates another Person. After any such            payment, Holders entitled to the money must look only to the Company and not to the            Trustee for payment.

| 13. | Discharge and Defeasance |
|-----|--------------------------|

Subject to certain conditions, the Company at any time shall be entitled            to terminate some or all of its obligations under the Securities and the Indenture if            the Company deposits with the Trustee money or U.S. Government Obligations for the            payment of principal and interest on the Securities to redemption or maturity, as the            case may be.

| 14. | Amendment, Waiver |
|-----|-------------------|

Subject to certain exceptions set forth in the Indenture, (a) the            Indenture, the Securities, the Security Documents and the Intercreditor Agreement may            be amended with the written consent of the Holders of at least a majority in principal            amount outstanding of the Securities and (b) any default or noncompliance with any            provision may be waived with the written consent of the Holders of a majority in            principal amount outstanding of the Securities. Subject to certain exceptions set forth            in the Indenture, without the consent of any Holder, the Company, the Guarantors and            the Trustee shall be entitled to amend the Indenture, the Securities, the Security            Documents and the Intercreditor Agreement:

|   | i. | to cure any ambiguity, omission, defect or                            inconsistency; |
|--------|----|--------------------------------------------------------------------------------------|

|   | ii. | to comply with Article 5 of the Indenture; |
|--------|-----|--------------------------------------------|

|   | iii. | to provide for uncertificated Securities in addition to                            or in place of certificated Securities; provided, however, that the                            uncertificated Securities are issued in registered form for purposes of                            Section 163(f) of the Code or in a manner such that the                            uncertificated Securities are described in Section 163(f)(2)(B) of                            the Code; |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | iv. | to add Guarantees with respect to the Securities,                            including any Subsidiary Guaranties; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------|

 

----

 

5

 

|   | v. | to add to the covenants of Symmetry or any Restricted                            Subsidiary for the benefit of the Holders or to surrender any right or                            power herein conferred upon the Symmetry, the Company, any Subsidiary                            Guarantor or Novamerican Steel; |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | vi. | to comply with any requirements of the SEC in connection                            with qualifying, or maintaining the qualification of, the Indenture                            under the TIA; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | vii. | to make any change that does not adversely affect the                            rights of any Holder; |
|--------|------|--------------------------------------------------------------------------------------------------------|

|   | viii. | to conform the text of the Indenture, the Securities,                            any Notes Guarantee, any Security Document or the Intercreditor                            Agreement to any provision in the “Description of the                            notes” section in the Offering Memorandum to the extent that such                            provision in the “Description of the notes” section in the                            Offering Memorandum was intended to be a verbatim recitation of a                            provision of the Indenture, the Securities, any Notes Guarantee, any                            Security Document or the Intercreditor Agreement; |
|--------|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | ix. | to make any amendment to the provisions of the Indenture                            relating to the transfer and legending of Securities;provided,however, that                            (a) compliance with the Indenture as so amended would not result                            in Securities being transferred in violation of the Securities Act or                            any other applicable securities law and (b) such amendment does                            not materially and adversely affect the rights of Holders to transfer                            Securities; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | x. | if necessary in connection with any addition or release                            of Collateral permitted under the terms of the Indenture, the                            Intercreditor Agreement and the Security Documents; |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | xi. | if Rule 3-16 of Regulation S-X under the Securities Act                            is amended, modified or interpreted by the SEC to require (or is                            replaced with another rule or regulation or any other law, rule or                            regulation is adopted, which would require) the filing with the SEC of                            separate financial statements of any Subsidiary of Symmetry due to the                            fact that such Subsidiary’s Capital Stock or other securities                            secure the Securities, to allow the release of the lien of the                            Collateral Agent for the benefit of the Secured Parties on the shares                            of such Capital Stock or such securities (but only to the extent                            necessary so as not to be subject to such filing or                            requirement); |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | xii. | to add Intercompany Notes; or |
|--------|------|-------------------------------|

|   | xiii. | in the case of the Intercreditor Agreement, in order to                            subject the security interests in the Collateral in respect of any                            Other First-Priority Obligations and Credit Agreement Obligations to                            the terms of the Intercreditor Agreement, in each case to the extent                            the Incurrence of such Indebtedness, and the grant of all Liens on the                            Collateral held for the benefit of such Indebtedness were permitted                            hereunder. |
|--------|-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 15. | Defaults and Remedies |
|-----|-----------------------|

Under the Indenture, Events of Default include (a) default for            30 days in payment of interest on the Securities; (b) default in payment of            principal on the Securities at maturity, upon redemption, upon required purchase, upon            acceleration or otherwise; (c) failure by the

 

----

 

6

 

Company or any Guarantor to comply with other agreements in the            Indenture or the Securities, in certain cases subject to notice and lapse of time;            (d) certain accelerations (including failure to pay within any grace period after            final maturity) of other Indebtedness of Symmetry, the Company, any Guarantor or any            Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $10,000,000;            (e) certain events of bankruptcy or insolvency with respect to Symmetry, the            Company, any Guarantor or any Significant Subsidiaries; (f) certain judgments or            decrees for the payment of money in excess of $10,000,0000; (g) certain defaults            with respect to Guaranties; and (h) certain defaults relating to the Collateral            under the Security Documents. If an Event of Default occurs and is continuing, the            Trustee or the Holders of at least 25% in principal amount of the Securities may            declare all the Securities to be due and payable immediately. Certain events of            bankruptcy or insolvency are Events of Default which will result in the Securities            being due and payable immediately upon the occurrence of such Events of            Default.

Holders may not enforce the Indenture or the Securities except as            provided in the Indenture. The Trustee may refuse to enforce the Indenture or the            Securities unless it receives indemnity or security satisfactory to it. Subject to            certain limitations, Holders of a majority in principal amount of the Securities may            direct the Trustee in its exercise of any trust or power. The Trustee may withhold from            Holders notice of any continuing Default (except a Default in payment of principal or            interest) if it determines that withholding notice is in the interest of the            Holders.

| 16. | Trustee Dealings with the Company |
|-----|-----------------------------------|

Subject to certain limitations imposed by the Act, the Trustee under the            Indenture, in its individual or any other capacity, may become the owner or pledgee of            Securities and may otherwise deal with and collect obligations owed to it by the            Company or its Affiliates and may otherwise deal with the Company or its Affiliates            with the same rights it would have if it were not Trustee.

| 17. | No Recourse Against Others |
|-----|----------------------------|

A director, officer, incorporator, employee or stockholder, as such, of            the Company or any Guarantorshall not have any liability for any            obligations of the Company or any Guarantor under the Securities, the Indenture or the            Security Documentsor for any claim based on, in respect of or by            reason of such obligations or their creation. By accepting a Security, each Holder            shall waive and release all such liability. The waiver and release shall be part of the            consideration for the issue of the Securities.

| 18. | Authentication |
|-----|----------------|

This Security shall not be valid until an authorized signatory of the            Trustee (or an authenticating agent) manually signs the certificate of authentication            on the other side of this Security.

| 19. | Abbreviations |
|-----|---------------|

Customary abbreviations may be used in the name of a Holder or an            assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties),            JT TEN (=joint

 

----

 

7

 

tenants with rights of survivorship and not as tenants in common), CUST            (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

| 20. | CUSIP Numbers and ISIN Numbers |
|-----|--------------------------------|

Pursuant to a recommendation promulgated by the Committee on Uniform            Security Identification Procedures the Company has caused CUSIP numbers and ISIN            numbers to be printed on the Securities and has directed the Trustee to use CUSIP            numbers and ISIN numbers in notices of redemption as a convenience to Holders. No            representation is made as to the accuracy of such numbers either as printed on the            Securities or as contained in any notice of redemption and reliance may be placed only            on the other identification numbers placed thereon.

| 21. | Holders’ Compliance with Registration Rights                            Agreement. |
|-----|------------------------------------------------------------------------------------------|

Each Holder of a Security, by acceptance hereof, acknowledges and agrees            to the provisions of the Registration Rights Agreement, including the obligations of            the Holders with respect to a registration and the indemnification of the Company to            the extent provided therein.

| 22. | Governing Law. |
|-----|----------------|

**THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,            THE LAWS OF THE STATE OF NEW** **YORK.**

The Company will furnish to any Holder upon written request and without            charge to the Holder a copy of the Indenture which has in it the text of this Security            in larger type. Requests may be made to:

Novamerican Steel Finco Inc.

c/o: Symmetry Holdings Inc.

28 West 44th Street, 16th Floor

New York, New York 10036

Attention: General Counsel

----

 

ASSIGNMENT FORM

To            assign this Security, fill in the form below:

I or            we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and            irrevocably            appoint                           agent            to transfer this Security on the books of the Company. The agent may substitute another            to act for him.

 

|   |
|--------|
| Date:  |   | Your Signature: |   |
|   |

 

Sign            exactly as your name appears on the other side of this Security.

In            connection with any transfer of any of the Securities evidenced by this certificate            occurring prior to the expiration of the period referred to in Rule 144(k) under            the Securities Act after the later of the date of original issuance of such            Securities and the last date, if any, on which such Securities were owned by the            Company or any Affiliate of the Company, the undersigned confirms that such Securities            are being transferred in accordance with its terms:

CHECK            ONE BOX BELOW

| o | to the Company; or |
|---|--------------------|

|   | (1)     o | pursuant to an effective registration statement under                            the Securities Act of 1933; or |
|--------|------------------------------------|-----------------------------------------------------------------------------------------------------------------|

|   | (2)     o | inside the United States to a “qualified                            institutional buyer” (as defined in Rule 144A under the                            Securities Act of 1933) that purchases for its own account or for the                            account of a qualified institutional buyer to whom notice is given that                            such transfer is being made in reliance on Rule 144A, in each case                            pursuant to and in compliance with Rule 144A under the Securities                            Act of 1933; or |
|--------|------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3)     o | outside the United States in an offshore transaction                            within the meaning ofRegulationS under the Securities Act in compliance with                            Rule 904 under the Securities Act of 1933; or |
|--------|------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (4)     o | pursuant to the exemption from registration provided by                            Rule 144 under the Securities Act of 1933; or |
|--------|------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|

 

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2

 

|   | (5)     o | to an institutional “accredited investor”                            (as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act                            of 1933) that has furnished to the Trustee a signed letter containing                            certain representations and agreements. |
|--------|------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Unless one of the boxes is checked, the Trustee will refuse to register            any of the Securities evidenced by this certificate in the name of any person other            than the registered holder thereof;provided,however, that if box (4) is checked, the            Trustee shall be entitled to require, prior to registering any such transfer of the            Securities, such legal opinions, certifications and other information as the Company            has reasonably requested to confirm that such transfer is being made pursuant to an            exemption from, or in a transaction not subject to, the registration requirements of            the Securities Act of 1933, such as the exemption provided by Rule 144 under such            Act.

 

|      |   |
|-----------|--------|
| Signature |   |

 

Signature Guarantee:

 

|                         |      |
|------------------------------|-----------|
| Signature must be guaranteed | Signature |

 

Signatures must be guaranteed by an “eligible guarantor            institution” meeting the requirements of the Registrar, which requirements            include membership or participation in the Security Transfer Agent Medallion Program            (“STAMP”) or such other “signature guarantee program” as may be            determined by the Registrar in addition to, or in substitution for, STAMP, all in            accordance with the Securities Exchange Act of 1934, as amended.

 

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3

 

TO            BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this            Security 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 “qualified            institutional buyer” within the meaning of Rule 144A under the Securities            Act of 1933 and is aware that the sale to it is being made in reliance on            Rule 144A, and acknowledges that it has received such information regarding the            Company as the undersigned 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 the undersigned’s foregoing representations in order to claim the exemption            from registration provided by Rule 144A.

 

| Dated: |   |                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|   |   | Notice:          To                            be executed byan executive officer |

 

 

----

 

[TO            BE ATTACHED TO GLOBAL SECURITIES]

 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

 

The            following increases or decreases in this Global Security have been made:

 

| Date of

Exchange | Amount of decrease in Principal                            amountof this Global Security | Amount of increase in Principal amount of this Global                            Security | Principal amountof this Global                            Security following such decrease or increase | Signature of authorized officer of Trustee or Securities                            Custodian |
|-------------------|------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|

 

 

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company            pursuant to Section 4.06, 4.12 or 4.15 of the Indenture, check the box:

             

| oAsset Disposition | oChange of                            Control | oIntercompany Note                            Offer |
|--------------------|-----------------------------------------------|-----------------------------------------------------|

 

oIf you want to elect to have only part            of this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15            of the Indenture, state the amount in principal amount: $_______________

 

| Dated: |   |   | Your Signature:                                                                                    |   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------|--------|
|   |   |   | (Sign exactly as your name appears on the other side of                            this Security.) |

 

 

| Signature Guarantee: |                           |
|----------------------|--------------------------------|
|                 | (Signature must be guaranteed) |

 

Signatures must be guaranteed by an “eligible guarantor            institution” meeting the requirements of the Registrar, which requirements            include membership or participation in the Security Transfer Agent Medallion Program            (“STAMP”) or such other “signature guarantee program” as may be            determined by the Registrar in addition to, or in substitution for, STAMP, all in            accordance with the Securities Exchange Act of 1934, as amended.

 

----

 

EXHIBIT A

[FORM            OF FACE OF EXCHANGE SECURITY

OR            PRIVATE EXCHANGE            SECURITY]*******/**********/** 

FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS            AMENDED THIS SECURITY MAY HAVE ORIGINAL ISSUE DISCOUNT. A REPRESENTATIVE AT JPMORGAN            WILL PROVIDE TO HOLDERS UPON REQUEST THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO            MATURITY OF THIS SECURITY. LAURA YACHIMSKIMAY BE CONTACTED AT 270 PARK AVENUE, 8TH            FLOOR, NEW YORK, NEW YORK 10019, TELEPHONE 800-245-8812.

[Canadian Securities Law Legend]

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF            THIS SECURITY MUST NOT TRADE THE SECURITY TO A CANADIAN RESIDENT BEFORE THE DATE THAT            IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) NOVEMBER 15, 2007, AND (II) THE DATE THE            ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

             

             

             

____________________________________

*/ [If the Security is to be issued in global form add the            Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such            Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF            INCREASES OR DECREASES IN GLOBAL SECURITY”.]

**/.[If the Security is a Private Exchange Security issued in            a Private Exchange to an Initial Purchaser holding an unsold portion of its initial            allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and            replace the Assignment Form included in this Exhibit A with the Assignment Form            included in such Exhibit 1.]

 

 

----

 

 

| No. _________ | $ ________ |
|---------------|------------|

 

11.5% Senior Secured Notes Due 2015

Novamerican Steel Finco Inc., a Delaware corporation, promises to pay to            [            ], or            registered assigns, the principal sum of            [          ] Dollars on November 15,            2015.

Interest Payment Dates: May 15 and November 15, commencing May 15,            2008.

Record Dates: May 1 and November 1.

Additional provisions of this Security are set forth on the other side            of this Security.

Dated:

 

| NOVAMERICAN STEEL FINCO INC. |
|------------------------------|
| By                           |   |   |
|                         |   |   |
|                         | Name:

Title: |   |
|                         |   |   |
| By                           |   |   |
|                         |   |   |
|                         | Name:

Title: |   |

 

 

----

 

2

 

TRUSTEE’S CERTIFICATE OF

|   | AUTHENTICATION |
|--------|----------------|

 

| THE BANK OF NEW YORK                                                                                                    |                 |
|-------------------------------------------------------------------------------------------------------------------------|----------------------|
| as Trustee, certifiesthat this is one ofthe Securities referredto in the Indenture.

                              |                 |
| By                                                                                                                      |                 |
|                                                                                                                    |                 |   |
|                                                                                                                    | Authorized Signatory |   |

 

 

----

 

[FORM            OF REVERSE SIDE OF EXCHANGE SECURITY

OR            PRIVATE EXCHANGE SECURITY]

11.5% Senior Secured Note Due 2015

|   | 1. | Interest |
|--------|----|----------|

Novamerican Steel Finco Inc., a Delaware corporation (such corporation,            and its successors and assigns under the Indenture hereinafter referred to, being            herein called the “Company”), promises to pay interest on the principal            amount of this Security at the rate per annum shown above[;provided,however, that if a Registration Default (as            defined in the Registration Rights Agreement) occurs, additional interest will accrue            on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per            annum after each consecutive 90-day period that occurs after the date on which such            Registration Default occurs up to a maximum additional interest rate of 1.00%) from and            including the date on which any such Registration Default shall occur to but excluding            the date on which all Registration Defaults have been cured.] 1The Company will pay interest semiannually on May 15 and November 15 of            each year, commencing May 15, 2008. Interest on the Securities will accrue from the            most recent date to which interest has been paid or, if no interest has been paid, from            November 15, 2007. Interest will be computed on the basis of a 360-day year of twelve            30-day months. The Company will pay interest on overdue principal at the rate borne by            this Security plus 2.00% per annum, and it will pay interest on overdue installments of            interest at the same rate to the extent lawful.

|   | 2. | Method of Payment |
|--------|----|-------------------|

The Company will pay interest on the Securities (except defaulted            interest) to the Persons who are registered holders of Securities at the close of            business on the May 1 or November 1 next preceding the interest payment date even            if Securities are canceled after the record date and on or before the interest payment            date. Holders must surrender Securities to a Paying Agent to collect principal            payments. The Company will pay principal and interest in money of the United States            that at the time of payment is legal tender for payment of public and private debts.            Payments in respect of the Securities represented by a Global Security (including            principal, premium and interest) will be made by wire transfer of immediately available            funds to the accounts specified by the Depository. The Company will make all payments            in respect of a certificated Security (including principal, premium and interest) by            mailing a check to the registered address of the Holder thereof;provided,however, that payments on a certificated            Security will be made by wire transfer to a U.S. dollar account maintained by such            Holder with a bank in the United States if such Holder elects payment by wire transfer            by giving written notice to the Trustee or the Paying Agent to such effect designating            such account no later than 30 days immediately preceding the relevant due date for            payment (or such other date as the Trustee may accept in its discretion).

_________________________

1 if at the date of issuance of            the Exchange Security or Private Exchange Security (as the case may be) any            Registration Default has occurred with respect to the related Initial Securities during            the interest period in which such date of issuance occurs.

             

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2

 

|   | 3. | Paying Agent and Registrar |
|--------|----|----------------------------|

Initially, The Bank of New York, a national banking association            (the “Trustee”), will            act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent,            Registrar or co-registrar without notice. The Company or any of its domestically            incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or            co-registrar.

|   | 4. | Indenture |
|--------|----|-----------|

The Company issued the Securities under an Indenture dated as of            November 15, 2007 (the            “Indenture”), among the            Company, the Guarantors and the Trustee. The terms of the Securities include those            stated in the Indenture and those made part of the Indenture by reference to the Trust            Indenture Act of 1939 (15U.S.C.§§ 77aaa-77bbbb) as in effect on the date of the            Indenture (the “Act”).            Terms defined in the Indenture and not defined herein have the meanings ascribed            thereto in the Indenture. The Securities are subject to all such terms, and Holders are            referred to the Indenture and the Act for a statement of those terms.

The Securities are general secured obligations of the Company limited to            $315,000,000 aggregate principal amount (subject to Section 2.07 of the            Indenture). The Initial Securities issued on the Issue Date and all Exchange Securities            or Private Exchange Securities issued in exchange therefor will be treated as a single            class for all purposes under the Indenture. The Indenture contains covenants that limit            the ability of the Company and its subsidiaries to incur additional indebtedness; pay            dividends or distributions on, or redeem or repurchase capital stock; make investments;            issue or sell capital stock of subsidiaries; engage in transactions with affiliates;            create liens on assets; transfer or sell assets; guarantee indebtedness; create or            permit to exist encumbrances or restrictions on the ability to create or permit liens            on certain assets securing the Securities; restrict dividends or other payments of            subsidiaries; consolidate, merge or transfer all or substantially all of its assets and            the assets of its subsidiaries and engage in sale/leaseback transactions. These            covenants are subject to important exceptions and qualifications.

|   | 5. | Optional Redemption |
|--------|----|---------------------|

Except as set forth below, the Company shall not be entitled to redeem            the Securities.

On and after November 15, 2011, the Company shall be entitled at its            option to redeem all or a portion of the Securities upon not less than 30 nor more than            60 days’ notice, at the redemption prices (expressed in percentages of            principal amount on the redemption date), plus accrued interest to the redemption date            (subject to the right of Holders of record on the relevant record date to receive            interest due on the relevant interest payment date), if redeemed during the 12-month            period commencing on November 15 of the years set forth below:

 

 

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3

 

 

|   | Period              | RedemptionPrice |   |
|--------|---------------------|-----------------|--------|
|   | 2011                | 105.750%        |   |
|   | 2012                | 102.875%        |   |
|   | 2013 and thereafter | 100.000%        |   |

 

In addition, prior to November 15, 2010, the Company shall be entitled            at its option on one or more occasions to redeem Securities in an aggregate principal            amount not to exceed 35% of the aggregate principal amount of the Securities originally            issued at a redemption price (expressed as a percentage of principal on the redemption            date) of 111.50%, plus accrued and unpaid interest to the redemption date (subject to            the right of Holders of record on the relevant record date to receive interest due on            the relevant interest payment date), with the net cash proceeds from one or more            Qualified Equity Offerings;provided,however, that (1) at least 65% of such            aggregate principal amountof Securities remains outstanding            immediately after the occurrence of each such redemption (other than Securities held,            directly or indirectly, by the Company or its            Affiliates)**;**and (2) each such            redemption occurs within 90 days (or, in the case of the proceeds from the            exercise of Existing Warrants, 365 days) after the date of the related Qualified Equity            Offering.

|   | 6. | Notice of Redemption |
|--------|----|----------------------|

Notice of redemption will be mailed at least 30 days but not more than            60 days before the redemption date to each Holder of Securities to be redeemed at his            registered address. Securities in denominations larger than $1,000 principal amount may            be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay            the redemption price of and accrued interest on all Securities (or portions thereof) to            be redeemed on the redemption date is deposited with the Paying Agent on or before the            redemption date and certain other conditions are satisfied, on and after such date            interest ceases to accrue on such Securities (or such portions thereof) called for            redemption.

|   | 7. | Put Provisions |
|--------|----|----------------|

Upon a Change of Control, any Holder of Securities will have the right            to cause the Company to repurchase all or any part of the Securities of such Holder at            a repurchase price equal to 101% of the principal amount of the Securities to be            repurchased plus accrued interest to the date of repurchase (subject to the right of            holders of record on the relevant record date to receive interest due on the related            interest payment date) as provided in, and subject to the terms of, the            Indenture.

In accordance with Sections 4.06, 4.12 and 4.15 of the Indenture, the            Company will be required to offer to purchase Securities upon the occurrence of certain            events

|   | 8. | Guarantee |
|--------|----|-----------|

The payment by the Company of the principal of, and premium and interest            on, the Securities is fully and unconditionally guaranteed on a joint and several            senior secured basis by each of the Guarantors to the extent set forth in the            Indenture.

 

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4

 

|   | 9. | Security |
|--------|----|----------|

The Securities will be secured by (i) first-priority security interests            in the First-Priority Assets and (ii) second-priority security interests in the            Second-Priority Assets, in each case subject to Permitted Liens and the exceptions            described under Article 11 of the Indenture.

|   | 10. | Denominations; Transfer; Exchange |
|--------|-----|-----------------------------------|

The Securities are in registered form without coupons in minimum            denominations of $2,000 principal amount and integral multiples of $1,000 in excess            thereof. A Holder may transfer or exchange Securities in accordance with the Indenture.            The Registrar may require a Holder, among other things, to furnish appropriate            endorsements or transfer documents and to pay any taxes and fees required by law or            permitted by the Indenture. The Registrar need not register the transfer of or exchange            any Securities selected for redemption (except, in the case of a Security to be            redeemed in part, the portion of the Security not to be redeemed) or any Securities for            a period of 15 days before a selection of Securities to be redeemed or            15 days before an interest payment date.

|   | 11. | Persons Deemed Owners |
|--------|-----|-----------------------|

The registered Holder of this Security may be treated as the owner of it            for all purposes.

|   | 12. | Unclaimed Money |
|--------|-----|-----------------|

If money for the payment of principal or interest remains unclaimed for            two years, the Trustee or Paying Agent shall pay the money back to the Company at its            request unless an abandoned property law designates another Person. After any such            payment, Holders entitled to the money must look only to the Company and not to the            Trustee for payment.

|   | 13. | Discharge and Defeasance |
|--------|-----|--------------------------|

Subject to certain conditions, the Company at any time shall be entitled            to terminate some or all of its obligations under the Securities and the Indenture if            the Company deposits with the Trustee money or U.S. Government Obligations for the            payment of principal and interest on the Securities to redemption or maturity, as the            case may be.

|   | 14. | Amendment; Waiver |
|--------|-----|-------------------|

Subject to certain exceptions set forth in the Indenture, (a) the            Indenture, the Securities, the Security Documents and the Intercreditor Agreement may            be amended with the written consent of the Holders of at least a majority in principal            amount outstanding of the Securities and (b) any default or noncompliance with any            provision may be waived with the written consent of the Holders of a majority in            principal amount outstanding of the Securities. Subject to certain exceptions set forth            in the Indenture, without the consent of any Holder, the Company, the Guarantors and            the Trustee shall be entitled to amend the Indenture, the Securities, the Security            Documents and the Intercreditor Agreement:

|   | (i) | to cure any ambiguity, omission, defect or                            inconsistency; |
|--------|-----|--------------------------------------------------------------------------------------|

 

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5

 

|   | (ii) | to comply with Article 5 of the Indenture; |
|--------|------|--------------------------------------------|

|   | (iii) | to provide for uncertificated Securities in addition to                            or in place of certificated Securities; provided, however, that the                            uncertificated Securities are issued in registered form for purposes of                            Section 163(f) of the Code or in a manner such that the                            uncertificated Securities are described in Section 163(f)(2)(B) of                            the Code; |
|--------|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iv) | to add Guarantees with respect to the Securities,                            including any Subsidiary Guaranties; |
|--------|------|-------------------------------------------------------------------------------------------------------------------|

|   | (v) | to add to the covenants of Symmetry or any Restricted                            Subsidiary for the benefit of the Holders or to surrender any right or                            power herein conferred upon the Symmetry, the Company, any Subsidiary                            Guarantor or Novamerican Steel; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (vi) | to comply with any requirements of the SEC in connection                            with qualifying, or maintaining the qualification of, the Indenture                            under the TIA; |
|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (vii) | to make any change that does not adversely affect the                            rights of any Holder; |
|--------|-------|--------------------------------------------------------------------------------------------------------|

|   | (viii) | to conform the text of the Indenture, the Securities,                            any Notes Guarantee, any Security Document or the Intercreditor                            Agreement to any provision in the “Description of the                            notes” section in the Offering Memorandum to the extent that such                            provision in the “Description of the notes” section in the                            Offering Memorandum was intended to be a verbatim recitation of a                            provision of the Indenture, the Securities, any Notes Guarantee, any                            Security Document or the Intercreditor Agreement; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ix) | to make any amendment to the provisions of the Indenture                            relating to the transfer and legending of Securities; provided,                            however, that (a) compliance with the Indenture as so amended                            would not result in Securities being transferred in violation of the                            Securities Act or any other applicable securities law and (b) such                            amendment does not materially and adversely affect the rights of                            Holders to transfer Securities; |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (x) | if necessary in connection with any addition or release                            of Collateral permitted under the terms of the Indenture, the                            Intercreditor Agreement and the Security Documents; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (xi) | if Rule 3-16 of Regulation S-X under the Securities Act                            is amended, modified or interpreted by the SEC to require (or is                            replaced with another rule or regulation or any other law, rule or                            regulation is adopted, which would require) the filing with the SEC of                            separate financial statements of any Subsidiary of Symmetry due to the                            fact that such Subsidiary’s Capital Stock or other securities                            secure the Securities, to allow the release of the lien of the                            Collateral Agent for the benefit of the Secured Parties on the shares                            of such Capital Stock or such securities (but only to the extent                            necessary so as not to be subject to such filing or                            requirement); |
|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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6

 

|   | (xii) | to add Intercompany Notes; or |
|--------|-------|-------------------------------|

|   | (xiii) | in the case of the Intercreditor Agreement, in order to                            subject the security interests in the Collateral in respect of any                            Other First-Priority Obligations and Credit Agreement Obligations to                            the terms of the Intercreditor Agreement, in each case to the extent                            the Incurrence of such Indebtedness, and the grant of all Liens on the                            Collateral held for the benefit of such Indebtedness were permitted                            hereunder. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 15. | Defaults and Remedies |
|--------|-----|-----------------------|

Under the Indenture, Events of Default include (a) default for            30 days in payment of interest on the Securities; (b) default in payment of            principal on the Securities at maturity, upon redemption, upon required purchase, upon            acceleration or otherwise; (c) failure by the Company or any Guarantor to comply            with other agreements in the Indenture or the Securities, in certain cases subject to            notice and lapse of time; (d) certain accelerations (including failure to pay            within any grace period after final maturity) of other Indebtedness of Symmetry, the            Company, any Guarantor or any Significant Subsidiary if the amount accelerated (or so            unpaid) exceeds $10,000,000; (e) certain events of bankruptcy or insolvency with            respect to Symmetry, the Company, any Guarantor or any Significant Subsidiaries;            (f) certain judgments or decrees for the payment of money in excess of            $10,000,000; (g) certain defaults with respect to Guaranties; and (h) certain            defaults relating to the Collateral under the Security Documents. If an Event of            Default occurs and is continuing, the Trustee or the Holders of at least 25% in            principal amount of the Securities may declare all the Securities to be due and payable            immediately. Certain events of bankruptcy or insolvency are Events of Default which            will result in the Securities being due and payable immediately upon the occurrence of            such Events of Default.

Holders may not enforce the Indenture or the Securities except as            provided in the Indenture. The Trustee may refuse to enforce the Indenture or the            Securities unless it receives indemnity or security satisfactory to it. Subject to            certain limitations, Holders of a majority in principal amount of the Securities may            direct the Trustee in its exercise of any trust or power. The Trustee may withhold from            Holders notice of any continuing Default (except a Default in payment of principal or            interest) if it determines that withholding notice is in the interest of the            Holders.

|   | 16. | Trustee Dealings with the Company |
|--------|-----|-----------------------------------|

Subject to certain limitations imposed by the Act, the Trustee under the            Indenture, in its individual or any other capacity, may become the owner or pledgee of            Securities and may otherwise deal with and collect obligations owed to it by the            Company or its Affiliates and may otherwise deal with the Company or its Affiliates            with the same rights it would have if it were not Trustee.

|   | 17. | No Recourse Against Others |
|--------|-----|----------------------------|

A director, officer, incorporator, employee or stockholder, as such, of            the Company or any Guarantorshall not have any liability for any            obligations of the Company or any Guarantor under the Securities, the Indenture or the            Security Documentsor for any claim based on, in respect of or by            reason of such obligations or their creation. By accepting a Security, each

 

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7

 

Holder            shall waive and release all such liability. The waiver and release shall be part of the            consideration for the issue of the Securities.

|   | 18. | Authentication |
|--------|-----|----------------|

This Security shall not be valid until an authorized signatory of the            Trustee (or an authenticating agent) manually signs the certificate of authentication            on the other side of this Security.

|   | 19. | Abbreviations |
|--------|-----|---------------|

Customary abbreviations may be used in the name of a Holder or an            assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties),            JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST            (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

|   | 20. | CUSIP Numbers and ISIN Numbers |
|--------|-----|--------------------------------|

Pursuant to a recommendation promulgated by the Committee on Uniform            Security Identification Procedures the Company has caused CUSIP numbers and ISIN            numbers to be printed on the Securities and has directed the Trustee to use CUSIP            numbers and ISIN numbers in notices of redemption as a convenience to Holders. No            representation is made as to the\ accuracy of such numbers either as printed on the            Securities or as contained in any notice of redemption and reliance may be placed only            on the other identification numbers placed thereon.

| [21. | Holders’ Compliance with Registration Rights                            Agreement |
|------|-----------------------------------------------------------------------------------------|

Each Holder of a Security, by acceptance hereof, acknowledges and agrees            to the provisions of the Registration Rights Agreement, including the obligations of            the Holders with respect to a registration and the indemnification of the Company to            the extent provided therein.]2

|   | 21. | Governing Law |
|--------|-----|---------------|

**THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,            THE LAWS OF THE STATE OF NEW** **YORK.**

The Company will furnish to any Holder upon written request and without            charge to the Holder a copy of the Indenture which has in it the text of this Security            in larger type. Requests may be made to:

Novamerican Steel Finco Inc.

c/o: Symmetry Holdings Inc.

28 West 44th Street, 16th Floor

New York, New York 10036

_________________________

2 if this Security is not being            issued in exchange for an Initial Security.

             

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8

 

Attention: General Counsel

 

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ASSIGNMENT FORM

To            assign this Security, fill in the form below:

I or            we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and            irrevocably            appoint                           agent            to transfer this Security on the books of the Company. The agent may substitute another            to act for him.

 

|   |
|--------|
| Date:  |   | Your Signature: |   |
|   |

 

Sign            exactly as your name appears on the other side of this Security.

 

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company            pursuant to Section 4.06, 4.12 or 4.15 of the Indenture, check the box:

             

| oAsset                            Disposition | oChange of                            Control | oIntercompany Note                            Offer |
|-----------------------------------------------|-----------------------------------------------|-----------------------------------------------------|

             

oIf you want to elect to have only part            of this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15            of the Indenture, state the amount in principal amount: $_______________

 

| Dated: |   |   | Your Signature:                                                                                    |   |
|--------|--------|--------|----------------------------------------------------------------------------------------------------|--------|
|   |   |   | (Sign exactly as your name appears on the other side of                            this Security.) |

 

 

| Signature Guarantee: |                           |
|----------------------|--------------------------------|
|                 | (Signature must be guaranteed) |

 

Signatures must be guaranteed by an “eligible guarantor            institution” meeting the requirements of the Registrar, which requirements            include membership or participation in the Security Transfer Agent Medallion Program            (“STAMP”) or such other “signature guarantee program” as may be            determined by the Registrar in addition to, or in substitution for, STAMP, all in            accordance with the Securities Exchange Act of 1934, as amended.

 

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EXHIBIT 2 to Rule 144A/REGULATION S/IAI APPENDIX

 

Form            of

Transferee Letter of Representation

 

| [   | ] |
|---------------|---|

 

In care            of

| [   | ] |
|---------------|---|

|   | [   | ] |
|--------|---------------|---|

|   | [   | ] |
|--------|---------------|---|

 

Ladies            and Gentlemen:

This certificate is delivered to request a transfer of            $[     ] principal amount of the 11.5% Senior Secured Notes            due 2015 (the            “Securities”) of            Novamerican Steel Finco Inc. (the “Company”).

Upon transfer, the Securities would be registered in the name of the new            beneficial owner as follows:

Name:________________________

Address:______________________

Taxpayer ID Number:___________

The undersigned represents and warrants to you that:

1. We are an institutional “accredited investor” (as defined            in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the            “Securities Act”)),            purchasing for our own account or for the account of such an institutional            “accredited investor” at least $250,000 principal amount of the Securities,            and we are acquiring the Securities not with a view to, or for offer or sale in            connection with, any distribution in violation of the Securities Act. We have such            knowledge and experience in financial and business matters as to be capable of            evaluating the merits and risks of our investment in the Securities, and we invest in            or purchase securities similar to the Securities in the normal course of our business.            We, and any accounts for which we are acting, are each able to bear the economic risk            of our or its investment.

2. We understand that the Securities have not been registered under the            Securities Act and, unless so registered, may not be sold except as permitted in the            following sentence. We agree on our own behalf and on behalf of any investor account            for which we are purchasing Securities to offer, sell or otherwise transfer such            Securities prior to the date that is two years after the later of the date of original            issue and the last date on which the Company or any affiliate

 

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2

 

of the            Company was the owner of such Securities (or any predecessor thereto) (the            “Resale Restriction Termination            Date”) only (i) to the Company, (ii) in the United            States to a person whom the seller reasonably believes is a qualified institutional            buyer in a transaction meeting the requirements of Rule 144A, (iii) to an            institutional “accredited investor” within the meaning of            Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional            accredited investor purchasing for its own account or for the account of an            institutional accredited investor, in each case in a minimum principal amount of the            Securities of $250,000, (iv) outside the United States in a transaction complying with            the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from            registration under the Securities Act provided by Rule 144 (if available) or (vi)            pursuant to an effective registration statement under the Securities Act, in each of            cases (i) through (vi) subject to any requirement of law that the disposition of our            property or the property of such investor account or accounts be at all times within            our or their control and in compliance with any applicable state securities laws. The            foregoing restrictions on resale will not apply subsequent to the Resale Restriction            Termination Date. If any resale or other transfer of the Securities is proposed to be            made pursuant to clause (iii) above prior to the Resale Restriction Termination            Date, the transferor shall deliver a letter from the transferee substantially in the            form of this letter to the Company and the Trustee, which shall provide, among other            things, that the transferee is an institutional “accredited investor”            within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and            that it is acquiring such Securities for investment purposes and not for distribution            in violation of the Securities Act. Each purchaser acknowledges that the Company and            the Trustee reserve the right prior to the offer, sale or other transfer prior to the            Resale Restriction Termination Date of the Securities pursuant to clause (iii),            (iv) or (v) above to require the delivery of an opinion of counsel, certifications            or other information satisfactory to the Company and the Trustee.

 

|   | TRANSFEREE: |   | ,      |
|--------|-------------|--------|--------|
|   |        |   |   |
|   | by:         |   |   |
|        |             |        |        |  |  |

 

 

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EXHIBIT C

 

[FORM            OF INTERCOMPANY NOTE]

 

INTERCOMPANY NOTE

 

 

|           | New York, New York |
|----------------|--------------------|
| [US$][Cdn$][ ] | [*DATE*]           |

 

Reference is made to the Indenture dated as of November 15, 2007 (the            “Indenture”), among            Symmetry Holdings Inc., a Delaware corporation            (“Symmetry”),            Novamerican Steel Finco Inc., a Delaware corporation (the            “Company”), the other            subsidiaries of Symmetry identified therein, The Bank of New York, as trustee, and BNY            Trust Company of Canada, as Canadian Collateral Agent for the benefit of the Company            and its successors and assigns. Capitalized terms used but not defined herein shall            have the meanings assigned to such terms in the Indenture. This Intercompany Note is            one of the Intercompany Notes referred to in the Indenture.

Novamerican Steel Inc., a Canadian corporation (the            “Payor”), for value            received, hereby unconditionally promises to pay to the order of the Company and its            successors and assigns, in lawful money of the United States of America, or in lawful            money of Canada, at the discretion of the Company, on the date on which a demand for            payment is made by the Company, or its successors or assigns, as the case may be, the            principal sum of [US$][Cdn$][ ], or a portion thereof specified in such demand,            together with interest thereon as hereinafter provided.

Upon the commencement of any bankruptcy, reorganization, arrangement,            adjustment of debt, relief of debtors, dissolution, insolvency, receivership or            liquidation or similar proceeding of any jurisdiction relating to the Payor, all            amounts owed by the Payor to the Company shall become immediately due and payable            without presentment, demand, protest or notice of any kind whatsoever in connection            with this Intercompany Note.

SECTION 1.Interest.(a) [Interest shall accrue and compound quarterly on December 1, March            1, June 1 and September 1 of each year and be payable as demanded by the Company, on            the outstanding principal amount of this Intercompany Note at LIBOR (the British            Bankers Association (or any successor thereto) rate fixed in London as published by            Reuters Information Service, or Bloomberg News Service or any other news service            mutually agreeable to the Payor and the Company), as in effect from time to time, for            the interest period selected by the Payor, plus            [**•**]%;provided,however, that after and during the            occurrence of a default hereunder, interest shall accrue and be payable at LIBOR, as in            effect from time to time, for the interest period selected by the Payor, plus            [**•**]%.][*Insert substitute interest provision, as appropriate, at the discretion of the            Company.*]

(b) All interest hereunder shall be computed on the basis of a year of            360 days.

(c) For the purposes of the Interest Act (Canada), in any case in which            an interest rate is stated in this Intercompany Note to be calculated on the basis of a            year of 360 days or any other period of time that is less than a calendar year, the            yearly rate of interest to which the rate determined pursuant to such calculation is            equivalent is the rate so determined multiplied by the

 

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actual            number of days in the calendar year for which the calculation is made and divided by            either 360 or such other period of time, as the case may be. In addition, the            principles of deemed investment of interest do not apply to any interest calculations            under this Intercompany Note and the rates of interest stipulated in this Intercompany            Note are intended to be nominal rates and not effective rates or yields.

(d) If any provision of this Intercompany Note would obligate the Payor            to make any payment of interest or other amount payable to the Company, or its            successors or assigns, in an amount or calculated at a rate which would be prohibited            by law or would result in the receipt by the Company, or its successors or assigns, of            interest at a criminal rate (as such terms are construed under the Criminal Code            (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to            have been adjusted with retroactive effect to the maximum amount or rate of interest,            as the case may be, as would not be so prohibited by law or so result in a receipt by            the Company, or its successors or assigns, of interest at a criminal rate, such            adjustment to be effected, to the extent necessary, as follows: (i)first, by reducing the amount or rates of            interest required to be paid under this Section; and (ii)second, by reducing any fees, commissions,            premiums and other amounts which would constitute interest for purposes of Section 347            of the Criminal Code (Canada). If, notwithstanding the foregoing, and after giving            effect to all adjustments contemplated thereby, the Company, or its successors or            assigns, shall have received an amount in excess of the maximum amount permitted by the            preceding sentence, then the Payor shall be entitled, by notice in writing to the            Company, and/or, as applicable, its successors and assigns, to obtain reimbursement            from such person of an amount equal to such excess, and, pending such reimbursement,            such amount shall be deemed to be an amount payable by the Company, or its successors            or assigns, to the Payor. Any amount or rate of interest referred to in this paragraph            shall be determined in accordance with generally accepted actuarial practices and            principles as an effective annual rate of interest over the term of any borrowing on            the assumption that any charges, fees or expenses that fall within the meaning of            “interest” (as defined in the Criminal Code (Canada)) shall, if they relate            to a specific period of time, be prorated over that period of time and otherwise be            prorated over the period from date of this Intercompany Note to the date of demand and,            in the event of dispute, a certificate of a Fellow of the Canadian Institute of            Actuaries appointed by the Canadian Collateral Agent shall be conclusive for the            purposes of such determination absent manifest error.

SECTION 2.Priority, Ranking and            Security. (a) This Intercompany Note is a senior secured            obligation of the Payor and shall not be subordinated or junior in right of            payment or distribution to any other indebtedness, liabilities or obligation of any            kind or nature whatsoever and shall be senior orparipassuin            right of payment and distribution to any and all such other indebtedness, liabilities            and obligations of the Payor.

(b) The obligations of the Payor under this Intercompany Note and the            other applicable Intercompany Note Documents shall be secured by a security interest in            the Intercompany Note Assets in accordance with Section 4.15 of the Indenture. The            Payor hereby agrees to execute and deliver such other Intercompany Note Documents            simultaneously with this Intercompany Note pursuant to which the Payor will grant such            security interest in the Intercompany Note Assets.

(c) This Intercompany Note constitutes a title of indebtedness for all            purposes of Article 2692 of the Civil Code of Quebec.

SECTION 3.Prepayments;            Set-off. (a) This Intercompany Note shall not be prepayable            by the Payor, except in accordance with the Indenture. The Payor waives and            agrees

 

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not to            assert, claim or endeavour to exercise any right of deduction, set-off, counterclaim or            other right to claim reduction of any amount payable under this Intercompany Note as a            result of any claim or other indebtedness owing by the Company, or its successors or            assigns, to the Payor from time to time.

(b) All prepayments hereunder shall first be applied to accrued interest            and then to the principal of this Intercompany Note.

SECTION 4.Amendments. This Intercompany Note shall            not be amended except in accordance with the Indenture.

SECTION 5.Cancellation.The Company shall not cancel or compromise this Intercompany Note or            contribute this Intercompany Note to the capital of the Payor. Each of the Payor and            the Company agrees that any prepayment, amendment, cancelation, compromise or            contribution in violation of this Section 5 or Section 3 or Section 4 shall be of            no force or effect.

SECTION 6.Conversion of            Currencies.(a)  If, for the purpose of obtaining            judgment in any court, it is necessary to convert a sum due under this Intercompany            Note in one currency into another currency, the Payor agrees, to the fullest extent            that it may legally and effectively do so, that the rate of exchange used shall be that            at which in accordance with normal banking procedures the Company could purchase such            first currency with such other currency in New York, New York, on the            Business Day immediately preceding the day on which final judgment is given.

(b)  The obligations of the Payor in respect of any sum due            under this Intercompany Note in one currency shall, to the extent permitted by            applicable law, notwithstanding any judgment in a second currency, be discharged only            to the extent that on the Business Day following receipt of any sum adjudged to be so            due in the judgment currency, the Company may in accordance with normal banking            procedures purchase such first currency in the amount originally due with the judgment            currency. If the amount of such first currency so purchased is less than the sum in            such first currency originally due to the Company, the Payor agrees, as a separate            obligation and notwithstanding any such judgment, to indemnify the Company against the            resulting loss.

SECTION 7.Miscellaneous.(a)  The Payor hereby waives presentment, demand, protest and            notice of any kind whatsoever in connection with this Intercompany Note. The            nonexercise by the holder of any of its rights hereunder in any particular instance            shall not constitute a waiver thereof in that or any subsequent instance.

(b)  **This Intercompany Note shall be            construed in accordance with and governed by the law of the State of New            York**.

(c)  All borrowings evidenced by this Intercompany Note and            all payments and prepayments of the principal hereof and interest hereon shall be            endorsed by the holder hereof (including any pledgee hereof) on the schedule attached            hereto and made a part hereof or on a continuation thereof that shall be attached            hereto and made a part hereof, or otherwise recorded by such holder in its internal            records;provided,however, that the failure of the holder            hereof to make such a notation or any error in such a notation shall not affect the            obligation of the Payor under this Intercompany Note.

 

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(d) All payments and prepayments of the principal hereof and interest            hereon shall be payable in lawful money of the United States of America, or in lawful            money of Canada, at the discretion of the Company.

(e)  The Payor acknowledges that this Intercompany Note is,            simultaneous with its execution and delivery to the Company, being pledged by the            Company to secure the Notes Obligations. The Collateral Agent, on behalf of the Secured            Parties, is a third party beneficiary of this Intercompany Note and may enforce this            Intercompany Note against the Payor to the extent set forth in the Indenture and the            Collateral Agreement. Also, for purposes of the laws of the Province of Quebec, namely            Articles 2710 and 1641 of the*Civil Code of            Québec*, the Payor acquiesces to the Company’s            security in the claim resulting from this Intercompany Note, which is being pledged by            the Company as aforementioned.

SECTION 8.Submission To Jurisdiction;            Waivers.The Payor hereby irrevocably and            unconditionally:

(a) submits for itself and its property in any legal action or            proceeding relating to this Intercompany Note, or for recognition and enforcement of            any judgment in respect thereof, to the non-exclusive general jurisdiction of the            courts of the State of New York, the courts of the United States of America for the            Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in            such courts and waives any objection that it may now or hereafter have to the venue of            any such action or proceeding in any such court or that such action or proceeding was            brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding            may be effected by mailing a copy thereof by registered or certified mail (or any            substantially similar form of mail), postage prepaid, to the Payor            [*insert address of            Payor*];

(d) agrees that nothing herein shall affect the right to effect            service of process in any other manner permitted by law or shall limit the right to sue            in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right            it may have to claim or recover in any legal action or proceeding referred to in this            Section any special, exemplary, punitive or consequential damages.

**SECTION** **9.****WAIVER OF JURY            TRIAL.****EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST            EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT            OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH            THIS INTERCOMPANY NOTE. EACH PARTY HERETO (A)** **CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER            PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE            EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND            (B)** **ACKNOWLEDGES THAT IT AND            THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS INTERCOMPANY NOTE, BY,            AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS            SECTION** **9.**

 

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IN WITNESS WHEREOF, the undersigned has caused this Intercompany Note to            be duly executed as of the day and year first above written.

 

|   | NOVAMERICAN STEEL INC.,

                             

                              |
|--------|-------------------------------------------------------------------------------------------------|
|   | By                                                                                              |   |
|   |                                                                                            | Name:

Title: |

 

 

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Intercompany Loans and Payments

 

|   |                       | Payments  |     |                                        |
|--------|----------------------------|-----------|----------|---------------------------------------------|
| Date   | Amount ofIntercompany Loan | Principal | Interest | Unpaid PrincipalBalance ofIntercompany Note | Name ofPerson MakingNotation |
|        |                            |           |          |                                             |  |

 

 

[*FORM OF NOTE            POWER*]

Note Power

For value received, the signatory hereto transfers and assigns unto            ____________________________________ all of its rights, title and interest in that            certain Intercompany Note dated ________, 20__ (the            “Intercompany Note”),            originally issued by Novamerican Steel Inc., and does hereby irrevocably constitute and            appoint ____________________ attorney to transfer the Intercompany Note with full power            of substitution in the premises.

             

Dated            _________________

 

 

|   | NOVAMERICAN STEEL FINCO INC.,

                             

                              |
|--------|-------------------------------------------------------------------------------------------------------|
|   | By                                                                                                    |   |
|   |                                                                                                  | Name:

Title: |