EXECUTION COPY

AMENDMENT NO. 1 dated as of December 14, 2007 (this            “Amendment”), to the            Credit Agreement dated as of November 15, 2007, among Novamerican Steel Inc. (formerly            known as Symmetry Holdings Inc.), a Delaware corporation            (“Parent”), Novamerican            Steel Finco Inc., Novamerican Steel Canada Inc. (formerly known as Novamerican Steel            Inc.), a Canadian corporation (“Canadian            Borrower”) the Lenders party thereto, 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 The CIT Group/Business Credit,            Inc., as Syndication Agents (the “Credit            Agreement”)

WHEREAS, on November 15, 2007, Parent completed the acquisition of            Novamerican Steel Inc., a Canadian corporation            (“Novamerican”),            pursuant to an Arrangement Agreement among Symmetry, 632422 N.B. Ltd. and Novamerican            made June 21, 2007, as amended.

WHEREAS, in connection therewith, Novamerican effected amalgamations            with certain of its subsidiaries, with the Canadian Borrower being the resulting            company thereof.

WHEREAS, Parent has informed the Agents and the Lenders that it desires            to change its fiscal year-end to the last Saturday in November in order to have the            same fiscal year-end as Novamerican.

WHEREAS, Section 6.13 of the Credit Agreement restricts Parent from            changing its fiscal year-end from December 31.

WHEREAS, Parent has requested that the Lenders amend Section 6.13            of the Credit Agreement to permit Parent to change its fiscal year-end to the last            Saturday of November.

WHEREAS, the definitions of Consolidated EBITDA and Consolidated Fixed            Charges contain references to quarterly periods based on a December 31 fiscal            year-end.

WHEREAS, Parent has requested that the Lenders amend the definitions of            Consolidated EBITDA and Consolidated Fixed Charges to reference the appropriate            quarterly periods for the new fiscal year-end.

WHEREAS, on December 5, 2007, Parent changed its legal name from            “Symmetry Holdings Inc.” to “Novamerican Steel Inc.”

NOW, THEREFORE, in consideration of the above premises and other good            and valuable consideration, the receipt and sufficiency of which are hereby            acknowledged, the parties hereto hereby agree as follows:

 

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SECTION 1.Defined Terms.Each capitalized term used and not defined herein shall have the meaning            assigned to it in the Credit Agreement.

SECTION 2.   Amendments.(a) The Credit Agreement is            hereby amended to change each reference to “Symmetry” to be a reference to            “Parent”.

(b)       Section 1.01 of the Credit            Agreement is hereby amended by replacing the second sentence of the definition of            “Consolidated EBITDA” in its entirety with the following:

“Notwithstanding the foregoing, Consolidated EBITDA for the            quarters ended November 26, 2006, February 24, 2007, May 26, 2007 and August 25,            2007 shall be US$24,316,000, US$11,042,000, US$17,052,000 and US$15,023,000,            respectively.”

(c)       Section 1.01 of the Credit            Agreement is hereby amended by replacing the second sentence of the definition of            “Consolidated Fixed Charges” in its entirety with the following:

“Notwithstanding the foregoing, Consolidated Fixed Charges for the            quarters ended November 26, 2006, February 24, 2007, May 26, 2007 and August 25,            2007 shall be US$28,472,000, US$10,896,000, US$15,344,000 and US$14,034,000,            respectively.”

(d)       Section 6.13 of the Credit            Agreement is hereby amended by replacing it in its entirety with the            following:

“SECTION 6.13.Fiscal Year.Parent will not change its fiscal year-end to any date other than            December 31;provided,however, that Parent may change its fiscal            year to end on the last Saturday of November in order to conform to the fiscal year-end            of Novamerican (and, in the case of such change, Parent will not change its fiscal            year-end to any other date).”

SECTION 3.   Effectiveness.This Amendment shall become            effective on the first date on which the Administrative Agent shall have received            counterparts hereof duly executed and delivered by Parent and the Required            Lenders.

SECTION 4.   No Amendments or            Other Waivers; Confirmation.(a) Except as expressly set            forth herein, this Amendment shall not by implication or otherwise limit, impair,            constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the            Lenders or the Issuing Banks under the Credit Agreement or any other Loan Document, and            shall not alter, modify, amend or in any way affect any of the terms, conditions,            obligations, covenants or agreements contained in the Credit Agreement or any other            Loan Document, all of which are ratified and affirmed in all respects and shall            continue in full force and effect. Nothing herein shall be deemed to entitle any Loan            Party to a consent to, or a waiver, amendment, modification or other change of, any of            the terms, conditions, obligations, covenants or agreements contained in the Credit            Agreement or any other Loan Document in similar or different circumstances.            This

 

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Amendment shall apply and be effective only with respect to the            provisions of the Credit Agreement specifically referred to herein. This Amendment            shall constitute a Loan Document.

(b)       On and after the effective            date of this Amendment, each reference in the Credit Agreement to “this            Agreement”, “hereunder”, “hereof”, “herein”            or words of like import, and each reference to the Credit Agreement in any other Loan            Document, shall be deemed a reference to the Credit Agreement as modified            hereby.

SECTION 5.   Governing Law;            Counterparts.(a) This Amendment shall be governed by, and            construed in accordance with, the laws of the State of New York.

(b)       This Amendment may be            executed in any number of counterparts and by different parties hereto in separate            counterparts, and all such counterparts together shall constitute one and the same            instrument. Delivery of an executed counterpart of a signature page of this Amendment            by facsimile transmission or other electronic imaging means shall be as effective as            delivery of a manually executed counterpart hereof.

SECTION 6.   Headings.The headings of this Amendment            are for purposes of reference only and shall not limit or otherwise affect the meaning            hereof.

[Signature pages to follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1            to be duly executed by their respective authorized officers as of the day and year            first above written.

 

|   |   | NOVAMERICAN STEEL INC. |
|--------|--------|------------------------|
|   |   | by:                    | /s/ Corrado De Gasperis |
|   |   |                   | Name: Corrado De Gasperis

Title: Chief Executive Officer |

 

 

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

Title: President and Treasurer |

 

 

|   |   | NOVAMERICAN STEEL CANADA INC. |
|--------|--------|-------------------------------|
|   |   | by:                           | /s/ Corrado De Gasperis |
|   |   |                          | Name: Corrado De Gasperis

Title: President |

 

 

|   |   | JPMORGAN CHASE BANK, N.A., |
|--------|--------|----------------------------|
|   |   | by:                        | /s/ Neil R. Boylan |
|   |   |                       | Name:  Neil R. Boylan

Title:  Managing Director |

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED AS OF DECEMBER 14, 2007

UNDER THE CREDIT AGREEMENT

DATED AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | The CIT Group/Business Credit,                    Inc. |
|----------------------------|--------------------------------------------------------|

|   | by:                                                   |   |
|--------|-------------------------------------------------------|--------|
|   |  

/s/  Mark J. Long                        |
|   | Name:  Mark J. Long

Title:  Vice President |

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | CIT BUSINESS CREDIT CANADA                    INC. |
|----------------------------|----------------------------------------------------|

|   | by:                                                 |
|--------|-----------------------------------------------------|
|   |  

/s/  Nick Bassi                        |
|   | Name:  Nick Bassi

Title:  Vice President |

 

 

For any Lender that requires a second signature line:

|   | by:                                                           |
|--------|---------------------------------------------------------------|
|   |  

/s/  Donald Rogers                               |
|   | Name:  Donald Rogers

Title:  Senior Vice President |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | The Bank of Nova                    Scotia |
|----------------------------|--------------------------------------------|

|   | by:                                                                     |
|--------|-------------------------------------------------------------------------|
|   |  

/s/  Michel Sirois                                         |
|   | Name:  Michel Sirois

Title:  Senior Credit Solutions Manager |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | General Electric Capital                    Corp. |
|----------------------------|---------------------------------------------------|

|   | by:                                                               |
|--------|-------------------------------------------------------------------|
|   |  

/s/  Bond Harberts                                   |
|   | Name:  Bond Harberts

Title:  Duly Authorized Signatory |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | BANK OF AMERICA, NA |
|----------------------------|---------------------|

|   | by:                                                           |
|--------|---------------------------------------------------------------|
|   |  

/s/ Gregory Kress                                     |
|   | Name:  Gregory Kress

Title:  Senior Vice President |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | Wells Fargo Foothill,                    LLC |
|----------------------------|----------------------------------------------|

|   | by:                                                    |
|--------|--------------------------------------------------------|
|   |  

/s/ Mark Bradford                              |
|   | Name:  Mark Bradford

Title:  Vice President |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | Wells Fargo Foothill Canada                    ULC |
|----------------------------|----------------------------------------------------|

|   | by:                                                    |
|--------|--------------------------------------------------------|
|   |  

/s/  Mark Bradford                        |
|   | Name:  Mark Bradford

Title:  Vice President |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | Wachovia Capital Finance (New                    England) |
|----------------------------|-----------------------------------------------------------|

|   | by:                                                    |
|--------|--------------------------------------------------------|
|   |  

/s/  John Hussa                           |
|   | Name:  John Hussa

Title:  Managing Director |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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SIGNATURE PAGE TO

AMENDMENT NO. 1

DATED            AS OF DECEMBER 14, 2007

UNDER            THE CREDIT AGREEMENT

DATED            AS OF NOVEMBER 15, 2007, OF

NOVAMERICAN STEEL INC.
| Name of Institution:  | Fifth Third Bank |
|----------------------------|------------------|

|   | by:                                                      |
|--------|----------------------------------------------------------|
|   |  

/s/  Andrew P. Arton                        |
|   | Name:  Andrew P. Arton

Title:  Vice President |

 

 

For any Lender that requires a second signature line:

|   | by:                                        |
|--------|--------------------------------------------|
|   |  

                              |
|   | Name: 

Title:                   |

 

 

 

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