Exhibit 10.7


 


[EXECUTION COPY]


 


REGISTRATION RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT dated November 15, 2007 (this “Agreement”)
is entered into by and among Novamerican Steel Finco Inc., a Delaware
corporation (the “Company”), the guarantors  listed
in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc.
(“JPMorgan”) and CIBC World Markets Corp. (collectively, the “Initial
Purchasers”).


 


The Company,
the Guarantors, Novamerican Steel Inc., a Canadian corporation, and the Initial
Purchasers are parties to the Purchase Agreement dated November 14, 2007
(as supplemented by the Joinder Agreement to Purchase Agreement dated the date
hereof, the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $315,000,000 aggregate principal amount of
the Company’s 111/2% Senior Secured Notes due 2015 (the “Securities”)
which will be guaranteed on a senior secured basis by each of the Guarantors. As
an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company and the Guarantors have agreed to provide to the Initial Purchasers
and their direct and indirect transferees the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.             Definitions.
As used in this Agreement, the following terms shall have the following
meanings:


 


“Additional Guarantor” shall mean any subsidiary of Symmetry
Holdings Inc., a Delaware corporation and the indirect parent company of the
Company, that executes a Guarantee under the Indenture after the date of this
Agreement.


 


“Business Day” shall mean any day that is not a Saturday, Sunday
or other day on which commercial banks in New York City are authorized or
required by law to remain closed.


 


“Canadian Legend” shall have the meaning set forth in the
Indenture.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.


 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 

















 


“Exchange
Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein.


 


“Exchange
Securities” shall mean senior secured notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to
the Securities (except that the Exchange Securities will not be subject to
restrictions on transfer in the United States or to any increase in annual
interest rate for failure to comply with this Agreement, and except that the
Exchange Securities will bear the Canadian Legend and be subject to the
restrictions on transfer noted thereon until such time as the legend has been
removed pursuant to, or is no longer required by, the Indenture) and to be
offered to Holders in exchange for Securities pursuant to the Exchange Offer.


 


“Free
Writing Prospectus” means each free writing prospectus (as defined in
Rule 405 under the Securities Act) prepared by or on behalf of the Company
or used or referred to by the Company in connection with the sale of the
Securities or the Exchange Securities.


 


“Guarantees”
shall mean the guarantees of the Securities and Exchange Securities by the
Guarantors under the Indenture.


 


“Guarantors”
shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders”
shall include Participating Broker-Dealers.


 


“Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof.


 


“Indemnifying
Person” shall have the meaning set forth in Section 5(c) hereof.


 


“Indenture”
shall mean the Indenture relating to the Securities dated as of November 15,
2007, among the Company, the Guarantors and The Bank of New York, as trustee,
and as the same may be amended from time to time in accordance with the terms
thereof.


 


2

















 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“Issuer
Information” shall have the meaning set forth in Section 5(a) hereof.


 


“JPMorgan”
shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Registrable Securities owned directly or
indirectly by the Company or any of its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage
or amount; and provided, further, that if the Company shall issue
any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and
regulations under the Securities Act, deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities
shall cease to be Registrable Securities (i) when a Registration Statement with
respect to such Securities has become effective under the Securities Act and
such Securities have been exchanged or disposed of pursuant to such
Registration Statement, (ii) when such Securities are eligible to be sold
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.


 


3

















 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
or other similar agreements and any other documents relating to the performance
of and compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel
for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including the
expenses of any special audits or “comfort” letters required by or incident to
the performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than reasonable fees and
expenses set forth in clause (ii) above) or the Holders and underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein or deemed a part thereof,
all exhibits thereto and any document incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities”
shall have the meaning set forth in the preamble.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d)
hereof.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b)
hereof.


 


4

















 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable
Securities (but no other securities unless approved by the Holders of a
majority in aggregate principal amount of the Registrable Securities which are
to be covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.


 


“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Target
Registration Date” shall have the meaning set forth in Section 2(d) hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from
time to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold
to an Underwriter for reoffering to the public.


 


2.             Registration
Under the Securities Act. (a) 
To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration Statement
remain effective until 180 days after the last Exchange Date for use by one or
more Participating Broker-Dealers. The Company and the Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use their reasonable best
efforts to complete the Exchange Offer not later than 60 days after such effective
date. Notwithstanding anything contained herein, the Company and the Guarantors
shall not be required to make the Exchange Offer in any province or territory
of Canada or to accept Registrable Securities surrendered by residents of
Canada in the Exchange Offer unless the distribution of Exchange Securities
pursuant to such offer can be effected pursuant to exemptions from the
registration and prospectus requirements of the applicable securities laws of
such province or territory of Canada.


 


5

















 


The Company
and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents
(and, in the case of Holders in Canada, any “wrapped” version thereof used in
connection with the private placement of the Exchange Securities in Canada) to
each Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:


 


(i)            that the Exchange Offer
is being made pursuant to this Agreement and that all Registrable Securities
validly tendered and not properly withdrawn will be accepted for exchange;


 


(ii)           the dates of acceptance
for exchange (which shall be a period of at least 20 Business Days from the
date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any Registrable
Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement, except as otherwise
specified herein;


 


(iv)          that any Holder electing
to have a Registrable Security exchanged pursuant to the Exchange Offer will be
required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located
in the Borough of Manhattan, The City of New York) and in the manner specified
in the notice, or (B) effect such exchange otherwise in compliance with
the applicable procedures of the depositary for such Registrable Security, in
each case prior to the close of business on the last Exchange Date; and


 


(v)           that any Holder will be
entitled to withdraw its election, not later than the close of business on the
last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the
notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered
for exchange and a statement that such Holder is withdrawing its election to
have such Securities exchanged or (B) effecting such withdrawal in compliance
with the applicable procedures of the depositary for the Registrable
Securities.


 


As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any
Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable Securities that were
acquired as a result of market-making or other trading activities, then such
Holder will deliver a 


 


6

















 


Prospectus (or, to the extent permitted by law, make available a
Prospectus to purchasers) in connection with any resale of such Exchange
Securities.


 


As soon as
practicable after the last Exchange Date, the Company and the Guarantors shall:


 


(i)            accept for exchange
Registrable Securities or portions thereof validly tendered and not properly
withdrawn pursuant to the Exchange Offer; and


 


(ii)           deliver, or cause to be
delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Registrable
Securities tendered by such Holder.


 


The Company
and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements
of the Securities Act, the Exchange Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff.


 


(b)           In
the event that (i) the Company and the Guarantors determine that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be completed as soon as practicable after the last Exchange Date because it
would violate any applicable law or applicable interpretations of the Staff,
(ii) the Exchange Offer is not for any other reason completed by May 15, 2008
or (iii) upon receipt of a written request (a “Shelf Request”) from any
Initial Purchaser representing that it holds Registrable Securities that are or
were ineligible to be exchanged in the Exchange Offer, the Company and the
Guarantors shall use their reasonable best efforts to cause to be filed as soon
as practicable after such determination, date or Shelf Request, as the case may
be, a Shelf Registration Statement providing for the sale of all the
Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement become effective.


 


In the event
that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and
the Guarantors shall use their reasonable best efforts to file and have become
effective both an Exchange Offer Registration Statement pursuant to Section
2(a) with respect to all Registrable Securities and a Shelf Registration
Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange
Offer.


 


The Company
and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the
period referred to in Rule 144(k) (or any similar rule then in force, but not
Rule 144A) 


 


7

















 


under the
Securities Act with respect to the Registrable Securities or for such shorter
period that will terminate when all the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement (the “Shelf Effectiveness Period”). The Company and the
Guarantors further agree to supplement or amend the Shelf Registration
Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use their reasonable best efforts
to cause any such amendment to become effective, if required, and such Shelf
Registration Statement and Prospectus to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Holders
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.


 


(c)           The
Company and the Guarantors shall pay all Registration Expenses in connection
with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each
Holder shall pay all underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration
Statement.


 


(d)           An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC or is automatically effective upon filing with the SEC as provided by Rule
462 under the Securities Act.


 


In the event
that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not
become effective on or prior to May 15, 2008 (the “Target Registration Date”),
the interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum for the first 90-day period immediately following the Target
Registration Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Exchange Offer is completed or
the Shelf Registration Statement, if required hereby, becomes effective or the
Securities become freely tradable under the Securities Act, up to a maximum
increase of 1.00% per annum. In the event that the Company receives a Shelf
Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement
required to be filed thereby has not become effective by the later of April 15,
2008 or (y) 90 days after delivery of such Shelf Request (such later date, the “Shelf
Additional Interest Date”), then the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90-day period
payable commencing from one day after the Shelf Additional Interest Date and
(ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, in each case until the Shelf Registration Statement becomes effective
or the Securities become freely tradable under the Securities Act, up to a
maximum increase of 1.00% per annum.


 


8

















 


If the Shelf
Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be
usable, in each case whether or not permitted by this Agreement, at any time
during the Shelf Effectiveness Period, and such failure to remain effective or
usable exists for more than 30 days (whether or not consecutive) in any
12-month period, then the interest rate on the Registrable Securities will be
increased by 1.00% per annum commencing on the 31st day in such
12-month period and ending on such date that the Shelf Registration Statement
has again become effective or the Prospectus again becomes usable.


 


(e)           Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the
Guarantors to comply with their obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the
Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.


 


(f)            The
Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to
any Free Writing Prospectus.


 


3.             Registration Procedures. (a)
In connection with their obligations pursuant to Section 2(a) and Section 2(b)
hereof, the Company and the Guarantors shall as expeditiously as possible:


 


(i)            prepare and file
with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for
the sale of the Registrable Securities by the Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;


 


(ii)           prepare and file
with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement effective for
the applicable period in accordance with Section 2 hereof and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the Securities Act; and
keep each Prospectus current during the period described in Section 4(3) of and
Rule 174 under the Securities Act that is applicable to transactions by brokers
or dealers with respect to the Registrable Securities or Exchange Securities;


 


9

















 


(iii)          in the case of a
Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus or preliminary prospectus,
and any amendment or supplement thereto, as such Holder, counsel or Underwriter
may reasonably request in order to facilitate the sale or other disposition of
the Registrable Securities thereunder; and the Company and the Guarantors
consent to the use of such Prospectus, preliminary prospectus and any amendment
or supplement thereto in accordance with applicable law by each of the Holders
and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or any amendment or supplement thereto in
accordance with applicable law;


 


(iv)          use their reasonable
best efforts to register or qualify the Registrable Securities under all
applicable state securities or blue sky laws of such jurisdictions as any
Holder covered by a Registration Statement shall reasonably request in writing
by the time the applicable Registration Statement becomes effective; comply
with any requirements under applicable Canadian securities laws in respect of
the issuance of Exchange Securities to Holders resident in Canada; cooperate
with such Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor
any Guarantor shall be required to (1) qualify as a foreign corporation or
other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general consent to
service of process in any such jurisdiction or (3) subject itself to taxation
in any such jurisdiction if it is not so subject;


 


(v)           notify counsel for
the Initial Purchasers and, in the case of a Shelf Registration, notify each
Holder and counsel for such Holders promptly and, if requested by any such
Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has
been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement or
Prospectus or for additional information after the Registration Statement has
become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the
receipt by the Company of any notice of objection of the SEC to the use of a
Shelf Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the


 


10
















 


Company or any
Guarantor contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to the offering of such
Registrable Securities cease to be true and correct in all material respects or
if the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of the
happening of any event during the period a Registration Statement is effective
that makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any
changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading in any material respect and (6) of any
determination by the Company or any Guarantor that a post-effective amendment
to a Registration Statement or any amendment or supplement to the Prospectus
would be appropriate;


 


(vi)          use their reasonable
best efforts to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement or, in the case of a Shelf Registration, the
resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by
filing an amendment to such Shelf Registration Statement on the proper form, at
the earliest possible moment and provide prompt notice to each Holder of the
withdrawal of any such order or such resolution;


 


(vii)         in the case of a
Shelf Registration, furnish to each Holder of Registrable Securities, without
charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);


 


(viii)        in the case of a
Shelf Registration, cooperate with the Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be issued in such denominations and
registered in such names (consistent with the provisions of the Indenture) as
such Holders may reasonably request at least two Business Days prior to the
closing of any sale of Registrable Securities;


 


(ix)           in the case of a
Shelf Registration, upon the occurrence of any event contemplated by Section
3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with
the SEC a supplement or post-effective amendment to such Shelf Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
(or, to the extent permitted by law, made available) to purchasers of the
Registrable Securities, such Prospectus will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company and the Guarantors shall notify the
Holders to suspend use of the Prospectus as promptly as practicable after the 


 


11

















 


occurrence of
such an event, and such Holders hereby agree to suspend use of the Prospectus
until the Company and the Guarantors have amended or supplemented the
Prospectus to correct such misstatement or omission;


 


(x)            a reasonable time
prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a
Prospectus or of any document that is to be incorporated by reference into a
Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders and
their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders or
their counsel) available for discussion of such document; and the Company and
the Guarantors shall not, at any time after initial filing of a Registration
Statement, use or file any Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be
incorporated by reference into a Registration Statement or a Prospectus, of
which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the Initial Purchasers
or their counsel (and, in the case of a Shelf Registration Statement, the
Holders or their counsel) shall reasonably object;


 


(xi)           obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the initial effective date of a Registration Statement;


 


(xii)          cause the Indenture
to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use
their reasonable best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(xiii)         in the case of a
Shelf Registration, make available for inspection by a representative of the
Holders (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by the Holders of a majority in aggregate principal
amount of the Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable
times and in a reasonable manner, all pertinent financial and other records,
documents and properties of the Company and its subsidiaries, and cause the
respective officers, directors and employees of the Company and the Guarantors 


 


12

















 


to supply all
information reasonably requested by any such Inspector, Underwriter, attorney
or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter);


 


(xiv)        in the case of a
Shelf Registration, use their reasonable best efforts to cause all Registrable
Securities to be listed on any securities exchange or any automated quotation
system on which similar securities issued or guaranteed by the Company or any
Guarantor are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;


 


(xv)         if reasonably
requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing;


 


(xvi)        in the case of a
Shelf Registration, use its reasonable best efforts to enter into such
customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority in principal amount of
the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection,
(1) to the extent possible, make such representations and warranties to the
Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries and the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference therein, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and
confirm the same if and when requested, (2) obtain opinions of counsel to the
Company and the Guarantors (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort” letters
from the independent certified public accountants of the Company and the
Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are
or are required to be included in the Registration Statement) addressed to each
selling Holder (to the 


 


13

















 


extent
permitted by applicable professional standards) and Underwriter of Registrable
Securities, such letters to be in customary form and covering matters of the
type customarily covered in “comfort” letters in connection with underwritten
offerings, including but not limited to financial information contained in any
preliminary prospectus or Prospectus and (4) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (1) above and to evidence compliance with
any customary conditions contained in an underwriting agreement; and


 


(xvii)       so long as any
Registrable Securities remain outstanding, cause each Additional Guarantor upon
the creation or acquisition by the Company of such Additional Guarantor, to
execute a counterpart to this Agreement in the form attached hereto as Annex A
and to deliver such counterpart, together with an opinion of counsel as to the
enforceability thereof against such entity, to the Initial Purchasers no later
than five Business Days following the execution thereof.


 


(b)           In
the case of a Shelf Registration Statement, the Company may require each Holder
to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the
Company and the Guarantors may from time to time reasonably request in writing.
No Holder of Registrable Securities may include its Registrable Securities in
such Shelf Registration Statement unless and until such Holder furnishes such
information to the Company and the Guarantors. Each Holder including
Registrable Securities in a Shelf Registration Statement may be required to furnish
promptly to the Company and the Guarantors any information regarding such
Holder and the proposed distribution by such Holder of such Registrable
Securities as may be necessary to make any information previously furnished to
the Company and the Guarantors by such Holder not materially misleading.


 


(c)           In
the case of a Shelf Registration Statement, each Holder covered in such Shelf
Registration Statement agrees that, upon receipt of any notice from the Company
or the Guarantors of the happening of any event of the kind described in
Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration
Statement until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed
by the Company and the Guarantors, such Holder will deliver to the Company and
the Guarantors all copies in its possession, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Registrable
Securities that is current at the time of receipt of such notice.


 


(d)           If
the Company or the Guarantors shall give any notice to suspend the disposition
of Registrable Securities pursuant to a Registration Statement, the Company and
the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days
during 


 


14

















 


the period from and including the date of the
giving of such notice to and including the date when the Holders of such
Registrable Securities shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365-day period and
any such suspensions shall not exceed 30 days for each suspension and there
shall not be more than two suspensions in effect during any 365-day period.


 


(e)           The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment bank or investment
banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, and
any such Underwriter so selected shall be of recognized national or regional
standing.


 


4.             Participation of Broker-Dealers
in Exchange Offer. (a)  The Staff has
taken the position that any broker-dealer that receives Exchange Securities for
its own account in the Exchange Offer in exchange for Securities that were
acquired by such broker-dealer as a result of market-making or other trading
activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus  meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities.


 


The Company
and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Securities,
without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers (or, to the
extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with
resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the Securities Act.


 


(b)           In
light of the above, and notwithstanding the other provisions of this Agreement,
the Company and the Guarantors agree to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement for a period of up to
180 days after the last Exchange Date (as such period may be extended pursuant
to Section 3(d) of this Agreement), in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above. The
Company and the Guarantors further agree that Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by
law, make available) during such period in connection with the resales
contemplated by this Section 4.


 


15

















 


(c)           The
Initial Purchasers shall have no liability to the Company, any Guarantor or any
Holder with respect to any request that they may make pursuant to Section 4(b)
above.


 


5.             Indemnification and Contribution.
(a) The Company and each Guarantor, jointly and severally, agree to indemnify
and hold harmless each Initial Purchaser and each Holder, their respective
affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal
fees and other expenses reasonably incurred in connection with any suit, action
or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or (2) any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus, any Free
Writing Prospectus used in violation of this Agreement or any “issuer information”
(“Issuer Information”) filed or required to be filed pursuant to Rule
433(d) under the Securities Act, or any omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser or information relating to any
Holder furnished to the Company in writing through JPMorgan or any selling
Holder, respectively, expressly for use therein; provided, that the
foregoing indemnity agreement shall not inure to the benefit of any Holder, or
affiliate of or person controlling such Holder, with respect to any sale or
disposition of Registrable Securities in violation of Section 3(c). In
connection with any Underwritten Offering permitted by Section 3, the Company
and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any
Issuer Information.


 


(b)           Each
Holder (including any Initial Purchaser if it is a Holder) agrees, severally
and not jointly, to indemnify and hold harmless the Company, the Guarantors,
the Initial Purchasers and the other selling Holders, the directors of the
Company and the Guarantors, each officer of the Company and the Guarantors who
signed the Registration Statement and each Person, if any, who controls the
Company, the Guarantors, any Initial Purchaser and any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity set forth in paragraph (a)
above, but only with respect to any losses, claims, damages or liabilities that
arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
information 


 


16

















 


relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement and any Prospectus.


 


(c)           If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph
(a) or (b) above, such Person (the “Indemnified Person”) shall promptly
notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under paragraph (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above. If any such proceeding shall be brought or asserted
against an Indemnified Person and it shall have notified the Indemnifying
Person thereof, the Indemnifying Person shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 5 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably been advised by
counsel that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood and agreed that
the Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by JPMorgan, (y) for any Holder,
its directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and (z) in all other cases shall
be designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is 


 


17

















 


entered into more than 45 days after receipt
by the Indemnifying Person of such request and (ii) the Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes
an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnified Person.


 


(d)           If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on
the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the
Guarantors on the one hand and the Holders on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantors or by the Holders and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(e)           The
Company, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 


 


18

















 


Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 5 are several and not joint.


 


(f)            The
remedies provided for in this Section 5 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)           The
indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers or any Holder or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company or the Guarantors or the officers or
directors of or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.


 


6.             General.


 


(a)           No
Inconsistent Agreements. The Company and the Guarantors represent, warrant
and agree that (i) the rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued or guaranteed by the Company
or any Guarantor under any other agreement and (ii) neither the Company nor any
Guarantor has entered into, or on or after the date of this Agreement will
enter into, any agreement that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(b)           Amendments
and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless the
Company and the Guarantors have obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder unless consented to in writing by such Holder. Any
amendments, modifications, supplements, waivers or consents pursuant to this
Section 6(b) shall be by a writing executed by each of the parties hereto.


 


(c)           Notices.
All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder,
at the most current address given by such Holder to the Company by means of a
notice given in accordance with the provisions of this Section 6(c) which
address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; (ii) if to the Company and the Guarantors,
initially at the Company’s address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance 


 


19

















 


with the provisions of this Section 6(c); and
(iii) to such other persons at their respective addresses as provided in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c). All such notices
and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next Business
Day if timely delivered to an air courier guaranteeing overnight delivery. Copies
of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address
specified in the Indenture.


 


(d)           Successors
and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent
Holders; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial
Purchasers (in their capacity as Initial Purchasers) shall have no liability or
obligation to the Company or the Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.


 


(e)           Third
Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders
hereunder.


 


(f)            Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)           Headings.
The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning
hereof.


 


(h)           Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


 


(i)            Entire
Agreement; Severability.  This Agreement
contains the entire agreement between the parties relating to the subject
matter hereof and supersedes all oral statements and prior writings with
respect thereto. If any term, provision, covenant or 


 


20

















 


restriction contained in this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable or against public policy, the remainder of the terms, provisions,
covenants and restrictions contained herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. The Company,
the Guarantors and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the economic effect of which comes as close as
possible to that of the invalid, void or unenforceable provisions.


 


21

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement 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

  	
   

  
	
   

  	
   

  	
  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

  



 


22

















 


	
   

  	
  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

  



 


 


Confirmed and accepted as of the date first above written:


 


J.P. MORGAN SECURITIES INC.


 


For itself and on behalf of the


several Initial Purchasers


 


 


	
  By

  	
  /s/ D. A. Dwyer

  	
   

  
	
  Authorized Signatory

  
	
  David A. Dwyer

  
	
  Executive Director

  



 


23

















 


Schedule 1


 


Guarantors


 


Symmetry Holdings Inc.


Novamerican Steel Holdings Inc.


Integrated Steel Industries Inc.


American Steel And Aluminum Corporation


Nova Tube And Steel Inc.


Novamerican Tube Holdings, Inc.


Nova Tube Indiana, LLC


 


24

















 


Annex A


 


Counterpart to Registration Rights Agreement


 


The
undersigned hereby absolutely, unconditionally and irrevocably agrees as a
Guarantor (as defined in the Registration Rights Agreement, dated as of
November 15, 2007 by and among Novamerican Steel Finco Inc., a Delaware
corporation (the “Company”), the guarantors  listed in
Schedule 1 thereto, and J.P. Morgan Securities Inc. and CIBC World Markets
Corp., as initial purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.


 


IN WITNESS
WHEREOF, the undersigned has executed this counterpart as of  [             ].


 


	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  NAME:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


25