Exhibit 10.5


 


[EXECUTION COPY]


 


$315,000,000


 


NOVAMERICAN STEEL FINCO INC.


 


11.5% Senior Secured Notes due
2015


 


Purchase Agreement


 


November 14, 2007


 


J.P. Morgan Securities Inc.
   As Representative of the
   several Initial Purchasers listed
   in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York  10017


 


Ladies and Gentlemen:


 


Novamerican
Steel Finco Inc., a Delaware corporation (the “Issuer”), proposes to
issue and sell to the several initial purchasers listed in Schedule 1
hereto (the “Initial Purchasers”), for whom you are acting as
representative (the “Representative”), $315,000,000 principal amount of its
11.5% Senior Secured Notes due 2015 (the “Securities”). The Securities
will be issued pursuant to an Indenture to be dated as of November 15,
2007 (the “Indenture”), among the Issuer, the guarantors  listed in Schedule 2 hereto (the “Guarantors”)
and The Bank of New York, as trustee (in such capacity, the “Trustee”),
and will be guaranteed on a senior secured basis by each of the Guarantors (the
“Guarantees”).


 


The Securities
will be sold to the Initial Purchasers without being registered under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon an exemption therefrom and without the filing of a prospectus with any
Canadian Securities Commission or similar regulator authority under the
securities laws, rules, regulations and written policy statements of any
province in Canada (collectively, the “Canadian Securities Laws”), in
reliance on exemptions from the prospectus requirements of the applicable
Canadian Securities Laws. The Issuer has prepared a preliminary offering
memorandum dated October 29, 2007 (the “U.S. Preliminary Offering
Memorandum”) and a Canadian preliminary offering memorandum of the same
date (the “Canadian Preliminary Offering Memorandum” and, together with
the U.S. Preliminary Offering Memorandum, the “Preliminary Offering
Memorandum”) and will prepare an offering memorandum dated the date hereof
(the “U.S. Offering Memorandum”) and a Canadian offering memorandum of
the same date (the “Canadian Offering Memorandum” and, together with the
U.S. Offering Memorandum, the “Offering Memorandum”) setting forth
information concerning the Issuer and the Securities. Copies of the Preliminary
Offering 


 

















 


Memorandum
have been, and copies of the Offering Memorandum will be, delivered by the
Issuer to the Initial Purchasers pursuant to the terms of this Agreement. The
Issuer hereby confirms that it has authorized the use of the Preliminary Offering
Memorandum, the other Time of Sale Information (as defined below) and the
Offering Memorandum in connection with the offering and resale of the
Securities by the Initial Purchasers in the manner contemplated by this
Agreement.


 


At or prior to
the time when sales of the Securities were first made (the “Time of Sale”),
the following information shall have been prepared (collectively, the “Time
of Sale Information”):  the
Preliminary Offering Memorandum, as supplemented and amended by the written
communications listed on Annex A hereto.


 


The Issuer is
a direct wholly-owned subsidiary of Novamerican Steel Holdings Inc., a Delaware
corporation (“Holdings”), which is a direct wholly-owned subsidiary of
Symmetry Holdings Inc., a Delaware corporation and a public company (“Symmetry”).
632421 N.B. Ltd., a New Brunswick corporation (“Can Sub 1”), is a direct
wholly-owned subsidiary of the Issuer. Can Sub 1 will continue as a Canada Business Corporations Act (“CBCA”) corporation
as part of the Transactions (as defined below). 632422 N.B. Ltd., a New
Brunswick corporation (“Can Sub 2”), is a direct wholly-owned subsidiary
of Can Sub 1 and is called “Acquisitionco” in the Preliminary Offering
Memorandum, the Time of Sale Information and the Offering Memorandum as well as
in the Arrangement Agreement (as defined below).


 


On or prior to
the Closing Date (as defined below), the Issuer, the Guarantors and their
respective subsidiaries will complete a series of transactions described
under the heading “Summary ―The Transactions” in the Preliminary Offering
Memorandum (such transactions, the “Transactions”) such that, upon
completion thereof, Novamerican Steel Inc., a Canadian corporation (“NSI”),
will be acquired by the Issuer.


 


As part of
the Transactions, (i) on or prior to November 13, 2007, each of
156499 Canada Inc., 165948 Canada Inc. and Mc Kendwell Investments Inc, in each
case a Canadian corporation, will reduce its stated capital account to
Cdn.$1.00 and immediately thereafter liquidate and wind-up and commence
dissolution, (ii) Acier Metco Inc., a Quebec company, will liquidate and
wind-up into Nova Steel Ltd., a Canadian corporation, (iii) pursuant to
the terms of the Arrangement Agreement dated as of June 21, 2007 (the “Arrangement
Agreement”), by and among Symmetry, Can Sub 2 and NSI, Can Sub 2 will
acquire all of the outstanding common shares of NSI by way of a court-approved
statutory plan of arrangement (the “Plan of Arrangement”) under the CBCA
(the “Acquisition”), (iv) Can Sub 2 will transfer all of the
outstanding common shares of NSI so acquired to Can Sub 1, (v) Can Sub 1
and NSI will be amalgamated under the CBCA to form Novamerican Steel Inc.,
a Canadian corporation (“Amalco 1”), (vi) Amalco 1 will transfer
the U.S. Subsidiary Indebtedness (as such term is defined in the Arrangement
Agreement) and all of the outstanding shares of Integrated Steel Industries
Inc., a Delaware corporation (“ISI”) and, immediately prior to such
transfer, the direct or indirect parent of all other U.S. subsidiaries of NSI,
to the Issuer, (vii) Nova Tube Inc. and Argo Steel Ltd., each of which is
a Québec company, will reduce its stated capital account to Cdn.$1.00 and
immediately thereafter liquidate and wind-up into Amalco 2 and (viii) Amalco
1, Nova Steel Ltd., Cresswell Industries Inc., Nova Steel Processing Centre
Ltd. and Nova Tube Ontario Inc., each of which is a Canadian corporation, will
reduce its stated capital to Cdn.$1.00 


 


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and
immediately thereafter amalgamate under the CBCA to form Novamerican Steel
Inc., a Canadian corporation (“Novamerican Steel”). In addition, (i) Chriscorp
ULC, a Nova Scotia unlimited liability company and previously an indirect
wholly-owned subsidiary of NSI, was liquidated on October 31, 2007, (ii) Annaco
General Partnerhsip, a Delaware general partnership, was liquidated on October 31,
2007, (iii) Hencorp LLC, a Delaware limited liability company and
previously an indirectly wholly-owned subsidiary of NSI, will be liquidated as soon
as practicable after the Closing Date and (iv) certain transitory holding
companies will be formed and subsequently amalgamated with other companies
described above.


 


Further, as part of
the Transactions, (i) Symmetry, the Issuer and Can Sub 1 (the obligations
of which will be assumed by operation of law by Novamerican Steel on the
Closing Date) will enter into the Credit Agreement to be dated as of the
Closing Date (the “Credit Agreement” and, together with the security
documents related thereto, the “Credit Documents”), among Symmetry, the
Issuer, Novamerican Steel, the lenders party thereto, the issuing banks party
thereto, CIT Business Credit Canada Inc., as syndication agent, JPMorgan Chase
Bank, N.A., as administrative agent (the “Administrative Agent”), and
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, pursuant to which
the Issuer will be able to borrow up to $175,000,000 in senior secured
revolving loans (of which Novamerican Steel will be able to borrow up to
$125,000,000), (ii) the Issuer, the Guarantors and the Trustee will enter
into the Indenture, (iii) the Issuer will issue the Securities pursuant to
the Indenture, (iv) the Issuer and the Guarantors will enter into the
Collateral Agreement to be dated as of the Closing Date (the “Collateral
Agreement”), among the Issuer, the Guarantors and The Bank of New York, as
collateral agent (in such capacity, the “U.S. Collateral Agent”), (v) the
Issuer or the applicable Guarantor will enter into a mortgage or deed of trust
(such mortgages and deeds of trust, the “Mortgages” and, together with
the Collateral Agreement, the “Security Agreements”) in favor of the
U.S. Collateral Agent, for the benefit of the Secured Parties, with respect to
each of the properties listed on Schedule 3(a) hereto
(collectively, the “Mortgaged Properties”), (vi) Can Sub 1 (the
obligations of which will be assumed by operation of law by Novamerican Steel
on the Closing Date) will issue two intercompany demand promissory notes (the “Intercompany
Note”) to the Issuer in exchange for $125,000,000 in cash, (vii) Novamerican
Steel will secure its obligations under the Intercompany Note pursuant to (a) the
Canadian Collateral Agreement to be dated as of the Closing Date (the “Canadian
Collateral Agreement”), among Novamerican Steel, the Issuer and BNY Trust
Company of Canada, as collateral agent (the “Canadian Collateral Agent”
and, together with the U.S. Collateral Agent, the “Collateral Agents”),
and (b) a Quebec deed of hypothec, charging all of Novamerican Steel’s real
(immovable) properties listed on Schedule 3(c) hereto located in the
Province of Quebec and all of its personal (movable) property, to be dated as
of the Closing Date (the “Quebec Hypothec”), among Novamerican Steel and
the Canadian Collateral Agent, as fondé de pouvoir,
for the benefit of the Issuer and its successors and assigns; and (c) a
debenture granted by Novamerican Steel in favour of the Canadian Collateral
Agent, for the benefit of the Issuer and its successors and assigns (the “Ontario
Mortgage” and, together with the Canadian Collateral Agreement and the
Quebec Hypothec, the “Canadian Security Agreements”; the Ontario
Mortgage and the hypothec created under the Quebec Hypothec on the property
listed on Schedule 3(c) hereto located in the Province of Quebec are
collectively referred to as the “Canadian Mortgages”) with respect to
the property listed on Schedule 3(c) hereto located in the Province
of Ontario (this property, together with the property listed on Schedule 3(c) hereto
located in the Province of Quebec, collectively, the “Canadian Mortgaged
Properties”), (viii) the Issuer, Novamerican Steel and the Guarantors 


 


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will enter
into the Intercreditor Agreement to be dated as of the Closing Date (the “Intercreditor
Agreement”), among the Issuer, the Guarantors, Novamerican Steel and
certain other subsidiaries of Symmetry, the U.S. Collateral Agent and the
Administrative Agent and (ix) the obligations of the Issuer and the
Guarantors under the Securities and the Guarantees will be secured by a
first-priority security interest in the first-priority collateral (as described
in the Preliminary Offering Memorandum, the “First-Priority Collateral”),
including the Intercompany Note, and by a second-priority security interest in
the second-priority collateral (as described in the Preliminary Offering
Memorandum, the “Second-Priority Collateral” and, together with the
First-Priority Collateral, the “Collateral”), in each case in favor of
the U.S. Collateral Agent for the benefit of the Trustee, the U.S. Collateral
Agent, each holder of the Securities and their respective successors and
assigns (collectively, the “Secured Parties”), in each case subject only
to liens and encumbrances permitted by the Indenture and the Collateral
Agreement.


 


The
representations, warranties and agreements of Novamerican Steel and the
Guarantors listed on Schedule 4 hereto (together with Novamerican
Steel, collectively, the “Joining Parties”) under this Agreement shall
not become effective until the consummation of the Acquisition and execution by
the Issuer, Novamerican Steel and the Guarantors of a Joinder to Purchase
Agreement, the form of which is attached hereto as Exhibit B
(the “Joinder Agreement”), at which time such representations,
warranties and agreements shall become effective as of the date hereof pursuant
to the terms of the Joinder Agreement and each of the Joining Parties shall,
without further action by any person, become a party to this Agreement.


 


Holders of the
Securities (including the Initial Purchasers and their direct and indirect
transferees) will be entitled to the benefits of a Registration Rights
Agreement to be dated the Closing Date and substantially in the form attached
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant
to which the Issuer and the Guarantors will agree to file one or more
registration statements with the United States Securities and Exchange
Commission (the “Commission”) providing for the registration under the
Securities Act of the Securities or the Exchange Securities referred to (and as
defined) in the Registration Rights Agreement (the “Exchange Securities”).


 


This
Agreement, the Indenture (including each Guarantee set forth therein), the
Securities, the Exchange Securities, the Joinder Agreement, the Security
Agreements, the Intercreditor Agreement and the Registration Rights Agreement
are collectively referred to herein as the “Note Documents”, and,
together with the Arrangement Agreement, the Intercompany Note, the Canadian
Security Agreements and the Credit Documents, are collectively referred to
herein as the “Transaction Documents”.


 


As used in this Agreement, the term “Post
Transaction Subsidiaries” means the subsidiaries of Symmetry after giving
effect to the Transactions (including the Issuer), which subsidiaries are
listed on Schedule 5(c)(2) hereto.


 


The Issuer
hereby confirms its agreement with the several Initial Purchasers concerning
the purchase and resale of the Securities, as follows:


 


1.                                       Purchase
and Resale of the Securities. (a)  The Issuer agrees to issue and sell
the Securities to the several Initial Purchasers as provided in this Agreement,
and each Initial 


 


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Purchaser, on the basis of the
representations, warranties and agreements set forth herein and subject to the
conditions set forth herein, agrees, severally and not jointly, to purchase
from the Issuer the respective principal amount of Securities set forth
opposite such Initial Purchaser’s name in Schedule 1 hereto at a
price equal to 97.0% of the principal amount thereof plus accrued interest, if
any, from November 15, 2007 to the Closing Date. The Issuer will not be
obligated to deliver any of the Securities except upon payment for all the
Securities to be purchased as provided herein.


 


(b)                                 The
Issuer understands that the Initial Purchasers intend to offer the Securities
for resale on the terms set forth in the Time of Sale Information. Each Initial
Purchaser, severally and not jointly, represents, warrants and agrees that:


 


(i)                                     it is a qualified
institutional buyer within the meaning of Rule 144A under the Securities
Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) under
the Securities Act;


 


(ii)                                  it has not solicited
offers for, or offered or sold, and will not solicit offers for, or offer or
sell, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D
under the Securities Act (“Regulation D”) or in any manner involving a
public offering within the meaning of Section 4(2) of the Securities
Act; and


 


(iii)                               it has not solicited
offers for, or offered or sold, and will not solicit offers for, or offer or
sell, the Securities as part of their initial offering except:


 


(A)                              within the United States
to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A
under the Securities Act (“Rule 144A”) and, in connection with each
such sale, it has taken or will take reasonable steps to ensure that the
purchaser of the Securities is aware that such sale is being made in reliance
on Rule 144A; or


 


(B)                                in accordance with the
restrictions set forth in Annex C hereto.


 


(c)                                  Each
Initial Purchaser covenants that it will use its reasonable best efforts in
order to not sell Securities to FMR Corp. (which carries on business as
Fidelity Investments) or any trust, fund, or entity that is affiliated with FMR
Corp.


 


(d)                                 Each
Initial Purchaser acknowledges and agrees that the Issuer and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and
6(g), counsel for the Issuer and counsel for the Initial Purchasers,
respectively, may rely upon the accuracy of the representations and
warranties of the Initial Purchasers, and compliance by the Initial Purchasers
with their agreements, contained in paragraph (b) above (including Annex C
hereto), and each Initial Purchaser hereby consents to such reliance.


 


(e)                                  The
Issuer acknowledges and agrees that the Initial Purchasers may offer and
sell Securities to or through any affiliate of an Initial Purchaser and that
any such affiliate may offer and sell Securities purchased by it to or
through any Initial Purchaser.


 


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(f)                                    Each
of the Issuer, Novamerican Steel and the Guarantors acknowledge and agree that
the Initial Purchasers are acting solely in the capacity of an arm’s length
contractual counterparty to the Issuer, Novamerican Steel and the Guarantors
with respect to the offering of Securities contemplated hereby (including in
connection with determining the terms of the offering) and not as financial
advisors or fiduciaries to, or agents of, the Issuer, Novamerican Steel, NSI,
the Guarantors or any other person. Additionally, neither the Representative
nor any other Initial Purchaser is advising the Issuer, Novamerican Steel, NSI,
the Guarantors or any other person as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction. The Issuer, Novamerican Steel, NSI
and the Guarantors shall consult with their own advisors concerning such
matters and shall be responsible for making their own independent investigation
and appraisal of the transactions contemplated hereby, and neither the Representative
nor any other Initial Purchaser shall have any responsibility or liability to
the Issuer, Novamerican Steel, NSI or the Guarantors with respect thereto. Any
review by the Representative or any Initial Purchaser of the Issuer,
Novamerican Steel, NSI, the Guarantors and the transactions contemplated
hereby, with respect to such transactions or other matters relating to such
transactions, will be performed solely for the benefit of the Representative or
such Initial Purchaser, as the case may be, and shall not be on behalf of
the Issuer, Novamerican Steel, NSI, the Guarantors or any other person.


 


2.                                       Payment
and Delivery. (a)  Payment for and delivery of the Securities will be
made at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue,
New York, NY 10019, at 10:00 A.M., New York City time, on November 15,
2007, or at such other time or place on the same or such other date, not later
than the fifth business day thereafter, as the Representative and the Issuer may agree
upon in writing. The time and date of such payment and delivery is referred to
herein as the “Closing Date”.


 


(b)                                 Payment
for the Securities shall be made by wire transfer in immediately available
funds to the account(s) specified by the Issuer to the Representative against
delivery to the nominee of The Depository Trust Company, for the account of the
Initial Purchasers, of one or more global notes representing the Securities
(collectively, the “Global Note”), with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Issuer. The Global
Note will be made available for inspection by the Representative not later than
9:00 A.M., New York City time, on the Closing Date.


 


3.                                       Representations
and Warranties of the Issuer, Novamerican Steel and the Guarantors. The
Issuer, Novamerican Steel and the Guarantors jointly and severally represent
and warrant to each Initial Purchaser as of the date hereof  and as of the Closing Date that:


 


(a)                                  Preliminary Offering Memorandum, Time of Sale
Information and Offering Memorandum. The Preliminary Offering
Memorandum, as of its date, did not, the Time of Sale Information, at the Time
of Sale, did not, and, at the Closing Date will not, and the Offering
Memorandum, as of the date hereof and as of the Closing Date, will not, contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that
the Issuer, Novamerican Steel and the Guarantors make no representation or
warranty with respect to any statements or omissions made in the Preliminary
Offering Memorandum, the Time of Sale Information or the Offering Memorandum in
reliance 


 


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upon and in conformity with
information relating to any Initial Purchaser furnished to the Issuer in
writing by such Initial Purchaser through the Representative expressly for use
therein.


 


(b)                                 Additional Written Communications. The
Issuer, NSI and the Guarantors (including their respective agents and
representatives, other than the Initial Purchasers in their capacity as such)
have not prepared, made, used, authorized, approved or referred to and will not
prepare, make, use, authorize, approve or refer to any written communication
that constitutes an offer to sell or solicitation of an offer to buy the
Securities (each such communication by the Issuer, NSI or the Guarantors, or
their respective agents and representatives (other than a communication
referred to in clauses (i), (ii) and (iii) below) an “Issuer
Written Communication”) other than (i) the Preliminary Offering
Memorandum, (ii) the Offering Memorandum, (iii) the documents listed
on Annex A hereto, including a term sheet substantially in the form of
Annex B hereto, which constitute part of the Time of Sale
Information, and (iv) any electronic road show or other written
communications, in each case used in accordance with Section 4(c). Each
such Issuer Written Communication, when taken together with the Time of Sale
Information, did not, and at the Closing Date will not, contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Issuer, Novamerican
Steel and the Guarantors make no representation and warranty with respect to
any statements or omissions made in each such Issuer Written Communication in
reliance upon and in conformity with information relating to any Initial
Purchaser furnished to the Issuer in writing by such Initial Purchaser through
the Representative expressly for use in any Issuer Written Communication.


 


(c)                                  Financial Statements. (i) The
financial statements of NSI and its subsidiaries and the related notes thereto
included in each of the Time of Sale Information and the Offering Memorandum
present fairly the financial position of NSI and its subsidiaries as of the
dates indicated and the results of their operations and the changes in their
cash flows for the periods specified and (ii) the financial statements of
Symmetry and its subsidiaries and the related notes thereto included in each of
the Time of Sale Information and the Offering Memorandum present fairly the
financial position of Symmetry and its subsidiaries as of the dates indicated
and the results of their operations and the changes in their cash flows for the
periods specified; such financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis
throughout the periods covered thereby; the other financial information
included in each of the Time of Sale Information and the Offering Memorandum
has been derived from the accounting records of (x) NSI and its
subsidiaries or (y) Symmetry and its subsidiaries, as the case may be,
and presents fairly the information shown thereby; and the pro  forma
financial information and the related notes thereto included in each of the
Time of Sale Information and the Offering Memorandum has been prepared in
accordance with the rules and guidance of the Commission with respect to pro
forma financial information, and the assumptions underlying such pro
forma financial information have been made in good faith and on a basis
that the Issuer, Novamerican Steel and the Guarantors believe to be reasonable
in all material respects and are set forth in each of the Time of Sale
Information and the Offering Memorandum.


 


(d)                                 No Material Adverse Change. (i) 
Since the date of the most recent financial statements of NSI and its
subsidiaries included in each of the Time of Sale Information and the 


 


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Offering Memorandum, except as
contemplated in the Time of Sale Information and the Offering Memorandum: (A) there
has not been any material change in the capital stock of NSI or any of its
subsidiaries, any material increase in the consolidated long term debt of NSI
and its subsidiaries or any dividend or distribution of any kind declared, set
aside for payment, paid or made by NSI on any class of capital stock, or
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, properties, management,
financial position, results of operations or prospects of NSI and its
subsidiaries, taken as a whole; (B) neither NSI nor any of its
subsidiaries has entered into any transaction or agreement that is material to
NSI and its subsidiaries, taken as a whole, or incurred any liability or
obligation, direct or contingent, that is material to NSI and its subsidiaries,
taken as a whole; and (C) neither NSI nor any of its subsidiaries has
sustained any material loss or material interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority.


 


(ii)                                  Since the date of the
most recent financial statements of Symmetry and its subsidiaries included in
each of the Time of Sale Information and the Offering Memorandum, except as
contemplated in the Time of Sale Information and the Offering Memorandum
(including payments to be made to Symmetry stockholders in respect of the
conversion of shares of Symmetry common stock into cash): (A) there has
not been any material change in the capital stock or material increase in
long-term debt of Symmetry or any of its subsidiaries or any dividend or
distribution of any kind declared, set aside for payment, paid or made by the
Symmetry or any of its subsidiaries on any class of capital stock, or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, properties, management, financial
position, results of operations or prospects of Symmetry and its subsidiaries,
taken as a whole; (B) neither Symmetry nor any of its subsidiaries has
entered into any transaction or agreement that is material to Symmetry and its
subsidiaries, taken as a whole, or incurred any liability or obligation, direct
or contingent, that is material to Symmetry and its subsidiaries, taken as a
whole; and (C) neither Symmetry nor any of its subsidiaries has sustained
any material loss or material interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority.


 


(e)                                  Organization and Good Standing. Symmetry
and each of the Post Transaction Subsidiaries have been (or will be as of the
Closing Date, in the case of Post Transaction Subsidiaries that will be
organized as part of the Transactions) duly organized and are (or will be
as of the Closing Date, in the case of Post Transaction Subsidiaries that will
be organized as part of the Transactions) validly existing and in good
standing under the laws of their respective jurisdictions of organization, are
(or will be as of the Closing Date, in the case of Post Transaction
Subsidiaries that will be organized as part of the Transactions) duly
qualified to do business and are (or will be as of the Closing Date, in the
case of Post Transaction Subsidiaries that will be organized as part of
the Transactions) in good standing in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, and have (or will have as of the
Closing Date, in the case of Post Transaction Subsidiaries that will be
organized as part of the Transactions) all power and 


 


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authority necessary to own or
hold their respective properties and to conduct the businesses in which they
are engaged, except where the failure to be so qualified, in good standing or
have such power or authority would not, individually or in the aggregate, have
a material adverse effect on the business, properties, management, financial position,
results of operations or prospects of Symmetry and the Post Transaction
Subsidiaries, taken as a whole, or on the performance by the Issuer and the
Guarantors of their obligations under the Securities and the Guarantees or the
performance by Novamerican Steel of its obligations under the Intercompany Note
(a “Material Adverse Effect”). In addition, immediately prior to the
commencement of the Transactions, (i) NSI did not own or control, directly
or indirectly, any corporation, association or other entity other than the
subsidiaries listed Schedule 5(a) hereto, (ii) the Issuer did
not own or control, directly or indirectly, any corporation, association or
other entity other than the subsidiaries listed in Schedule 5(b) hereto,
(iii) Symmetry did not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Schedule 5(c)(1)
hereto. Further, immediately following the consummation of the Transactions,
Symmetry will not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed in Schedule 5(c)(2)
hereto.


 


(f)                                    Capitalization. As of September 30,
2007, on a pro forma basis after giving effect to the consummation of
the Transactions, Symmetry and the Post Transaction Subsidiaries, on a
consolidated basis, would have had an authorized capitalization as set forth in
each of the Time of Sale Information and the Offering Memorandum under the
heading “Capitalization”. Immediately following consummation of the
Transactions, all the outstanding shares of capital stock or other equity
interests of each of the Post Transaction Subsidiaries will have been duly and
validly authorized and issued, will be fully paid and non-assessable and will
be owned directly or indirectly by Symmetry, free and clear of any lien,
charge, encumbrance, security interest, restriction on voting or transfer or
any other claim of any third party (excluding (i) any restrictions on the
transfer of shares of capital stock or other equity interests in the
organizational documents of 3217928 Nova Scotia Company, 3217930 Nova Scotia
Company, 3218088 Nova Scotia Company and 4421591 (as defined below) or (ii) any
restrictions or limitations set forth in the organizational documents or
related joint venture agreements of Delta Tube Inc., a Québec company (“Delta
Tube”) or Tubes Delta, Société en Commandite, a Québec limited partnership
(“Tubes Delta”).


 


(g)                                 Due Authorization. The Issuer, Novamerican
Steel and each of the Guarantors has (or will have as of the Closing Date, in
the case of Novamerican Steel and the Guarantors that will be organized, or
acquired, directly or indirectly, by Symmetry, as part of the
Transactions) full right, power and authority to execute and deliver this
Agreement and each other Transaction Document to which it is, or will be, a
party, as the case may be, and to perform their respective
obligations hereunder and thereunder; and all action required to be taken for
the due and proper authorization, execution and delivery of each of the
Transaction Documents and the consummation of the transactions contemplated
thereby, in the case of this Agreement and the Arrangement Agreement, has been
duly and validly taken and, in the case of the other Transaction Documents,
will have been duly and validly taken on or prior to the Closing Date.


 


(h)                                 The Indenture. The Indenture has been (or
will be as of the Closing Date, in the case of Guarantors that will be
organized, or acquired, directly or indirectly, by Symmetry, as part of
the Transactions) duly authorized by the Issuer and each of the Guarantors and,
when 


 


9

















 


duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Issuer and each of the Guarantors
enforceable against the Issuer and each of the Guarantors in accordance with
its terms, except to the extent that (w) enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting the enforcement of creditors’ rights generally, (x) rights of
acceleration, if applicable, and the availability of equitable remedies may be
limited by equitable principles generally, or (y) rights to indemnification and
contribution may be limited by public policy (collectively, the “Enforceability
Exceptions”); and on the Closing Date, the Indenture will conform in
all material respects to the requirements of the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission applicable to an indenture that is qualified
thereunder.


 


(i)                                     The Securities and the Guarantees. The
Securities have been duly authorized by the Issuer and, when duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for
as provided herein, will be duly and validly issued and outstanding and will
constitute valid and legally binding obligations of the Issuer enforceable
against the Issuer in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture; and the Guarantees have been (or will be as of the Closing Date, in
the case of Guarantors that will be organized, or acquired, directly or
indirectly, by Symmetry, as part of the Transactions) duly authorized by
each of the Guarantors and, when the Securities have been duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for
as provided herein, will be valid and legally binding obligations of each of
the Guarantors, enforceable against each of the Guarantors in accordance with
their terms, subject to the Enforceability Exceptions, and will be entitled to
the benefits of the Indenture.


 


(j)                                     The Exchange Securities. On the Closing
Date, the Exchange Securities (including the related guarantees) will have been
duly authorized by the Issuer and each of the Guarantors and, when duly
executed, authenticated, issued and delivered as contemplated by the Registration
Rights Agreement and as provided in the Indenture, will be duly and validly
issued and outstanding and will constitute valid and legally binding
obligations of the Issuer, as issuer, and each of the Guarantors, as guarantor,
enforceable against the Issuer and each of the Guarantors in accordance with
their terms, subject to the Enforceability Exceptions, and will be entitled to
the benefits of the Indenture.


 


(k)                                  Purchase and Registration Rights Agreements.
This Agreement has been (or will be as of the Closing Date, in the case of
Novamerican Steel and the Guarantors that will be organized, or acquired,
directly or indirectly, by Symmetry, as part of the Transactions) duly
authorized, executed and delivered by the Issuer, Novamerican Steel and each of
the Guarantors, and the Registration Rights Agreement has been (or will be as
of the Closing Date, in the case of Guarantors that will be organized, or
acquired, directly or indirectly, by Symmetry, as part of the
Transactions) duly authorized by the Issuer and each of the Guarantors and on
the Closing Date will be duly executed and delivered by the Issuer and each of
the Guarantors and, when duly executed and delivered in accordance with its
terms by each of the parties thereto, will constitute a valid and legally
binding agreement of the Issuer and each of the Guarantors enforceable against
the Issuer and each of the Guarantors in accordance with its terms, subject to
the Enforceability Exceptions.


 


10

















 


(l)                                     Joinder Agreement. The Joinder Agreement
has been (or will be as of the Closing Date, in the case of Novamerican Steel
and Guarantors that will be organized, or acquired, directly or indirectly, by
Symmetry, as part of the Transactions) duly authorized by the Issuer,
Novamerican Steel and each of the Guarantors and, when duly executed and
delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Issuer, Novamerican
Steel and each of the Guarantors enforceable against the Issuer, Novamerican
Steel and each of the Guarantors in accordance with its terms, subject to the
Enforceability Exceptions.


 


(m)                               Security Agreements and the Intercreditor Agreement.
Each of the Security Agreements has been (or will be as of the Closing Date, in
the case of Guarantors that will be organized, or acquired, directly or
indirectly, by Symmetry, as part of the Transactions) duly authorized by
each of the Issuer and the Guarantors (to the extent it is a party thereto)
and, on the Closing Date, the Collateral Agreement will be duly executed and
delivered by each of the Issuer and the Guarantors and, when duly executed and
delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of each of the Issuer and the
Guarantors in accordance with its terms, subject to the Enforceability
Exceptions; and the Intercreditor Agreement has been (or will be as of the
Closing Date, in the case of Guarantors that will be organized, or acquired,
directly or indirectly, by Symmetry, as part of the Transactions) duly
authorized by the Issuer, Novamerican and the Guarantors and on the Closing
Date will be duly executed and delivered by the Issuer, Novamerican and the Guarantors
and, when duly executed and delivered in accordance with its terms by each of
the parties thereto, will constitute a valid and legally binding agreement of
each of the Issuer and the Guarantors in accordance with its terms, subject to
the Enforceability Exceptions.


 


(n)                                 Transaction Documents. Each of the
Intercompany Note, the Canadian Security Agreements and the Credit Documents
has been (or will be as of the Closing Date, in the case of Novamerican Steel
and the Guarantors that will be organized, or acquired, directly or indirectly,
by Symmetry, as part of the Transactions) duly authorized by each of the
Issuer, Novamerican Steel and the Guarantors (to the extent it is a party
thereto) and on the Closing Date will be duly executed and delivered by each of
the Issuer, Novamerican Steel and the Guarantors (to the extent it is a party
thereto) and, when duly executed and delivered in accordance with its terms by
each of the parties thereto, will constitute a valid and legally binding
agreement of each of the Issuer, Novamerican Steel and the Guarantors (to the
extent it is a party thereto) enforceable against each of the Issuer,
Novamerican Steel and the Guarantors (to the extent it is a party thereto) in
accordance with its terms, subject to the Enforceability Exceptions.


 


(o)                                 Descriptions of the Transaction Documents.
Each Transaction Document conforms in all material respects to the description
thereof contained in each of the Time of Sale Information and the Offering
Memorandum.


 


(p)                                 No Violation or Default. Neither Symmetry
nor any of the Post Transaction Subsidiaries is: (i) in violation of its
charter or by-laws or similar organizational documents; (ii) in default,
and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which Symmetry or any of the Post
Transaction Subsidiaries is a party or by 


 


11

















 


which Symmetry or any of the
Post Transaction Subsidiaries is bound or to which any of the property or
assets of Symmetry or any of the Post Transaction Subsidiaries is subject; or (iii) in
violation of any law or statute or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority, except, in
the case of clauses (ii) and (iii) above, for any such default or
violation that would not, individually or in the aggregate, have a Material
Adverse Effect.


 


(q)                                 No Conflicts. The execution, delivery and
performance by each of the Issuer, Novamerican Steel and the Guarantors of each
of the Transaction Documents to which it is a party, the issuance and sale of
the Securities (including the Guarantees) and compliance by the Issuer,
Novamerican Steel and the Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents will
not (i) conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of Symmetry or any of the Post Transaction Subsidiaries pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which Symmetry or any of the Post Transaction Subsidiaries is a
party or by which Symmetry or any of the Post Transaction Subsidiaries is bound
or to which any of the property or assets of Symmetry or any of the Post
Transaction Subsidiaries is subject, (ii) result in any violation of the
provisions of the charter or by-laws or similar organizational documents of
Symmetry or any of the Post Transaction Subsidiaries or (iii) result in
the violation of any law or statute or any judgment, order, rule or
regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of clauses (i) and (iii) above, for any such
conflict, breach, violation or default that would not, individually or in the
aggregate, have a Material Adverse Effect.


 


(r)                                    No Consents Required. No consent,
approval, authorization, order, registration or qualification of or with any
court or arbitrator or governmental or regulatory authority is required for the
execution, delivery and performance by each of the Issuer, Novamerican Steel
and the Guarantors of each of the Transaction Documents to which it is a party,
the issuance and sale of the Securities (including the Guarantees) and
compliance by the Issuer, Novamerican Steel and the Guarantors with the terms
thereof and the consummation of the transactions contemplated by the
Transaction Documents, except (i) for such consents, approvals,
authorizations, orders and registrations or qualifications as may be
required (A) under applicable state securities laws in connection with the
purchase and resale of the Securities (including the Guarantees) by the Initial
Purchasers and (B) with respect to the Exchange Securities (including the
related guarantees) under the Securities Act, the Trust Indenture Act and
applicable state securities laws as contemplated by the Registration Rights
Agreement and (ii) to the extent that the failure to obtain a consent,
approval, authorization, order, registration or qualification, in each case
related solely to the consummation of the Acquisition and not to any financing
transactions (including the offering and sale of the Securities) related
thereto, would not, individually or in the aggregate, have a Material Adverse
Effect.


 


(s)                                  Legal Proceedings. Except as described in
each of the Time of Sale Information and the Offering Memorandum, there are no
legal, governmental or regulatory investigations, actions, suits or proceedings
pending to which Symmetry or any of the Post Transaction Subsidiaries is, or to
the best knowledge of each of Symmetry, the Issuer or Holdings, may be a
party or to which any property of Symmetry or any of the Post Transaction
Subsidiaries is, or to


 


12

















 


the best knowledge of each of
Symmetry, the Issuer or Holdings, may be subject that, individually or in
the aggregate, if determined adversely to Symmetry or any of the Post
Transaction Subsidiaries, could reasonably be expected to have a Material
Adverse Effect; and no such investigations, actions, suits or proceedings are
to the best knowledge of each of Symmetry, the Issuer or Holdings threatened
or, contemplated by any governmental or regulatory authority or by others.


 


(t)                                    Independent Accountants. Raymond Chabot
Grant Thornton LLP, who have certified certain financial statements of NSI and
its subsidiaries, and Miller, Ellin & Company, LLP, who have certified
certain financial statements of Symmetry, are each independent public
accountants with respect to NSI and its subsidiaries and Symmetry,
respectively, within the applicable rules and regulations adopted by the
Chartered Accountants of Canada (only with respect to Raymond Chabot Grant
Thornton LLP), the Commission and the Public Company Accounting Oversight Board
(United States) and as required by the Securities Act.


 


(u)                                 Title to Real and Personal Property. Except
as described in each of the Time of Sale Information and the Offering
Memorandum, upon consummation of the Transactions, Symmetry and the Post
Transaction Subsidiaries will have good and marketable title in fee simple to,
or have valid rights to lease or otherwise use, all items of real and personal
property that are material to the respective businesses of Symmetry and the
Post Transaction Subsidiaries, in each case free and clear of all liens,
encumbrances, claims and defects and imperfections of title except those that (i) do
not materially interfere with the use made and proposed to be made of such property
by Symmetry and the Post Transaction Subsidiaries, (ii) could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, (iii) are permitted under the Indenture and the Collateral
Agreement with respect to the Mortgaged Properties, and for which exceptions
are taken in the policies of title insurance delivered in respect of the
Mortgaged Properties or (iv) are permitted under the Indenture and the
Canadian Collateral Agreement with respect to the Canadian Mortgaged
Properties, and for which exceptions are taken in the policies of title
insurance delivered in respect of the Canadian Mortgaged Properties.


 


(v)                                 Title to Intellectual Property. Upon
consummation of the Transactions, Symmetry and the Post Transaction Subsidiaries
will own or possess adequate rights to use all material patents, patent
applications, trademarks, service marks, trade names, trademark registrations,
service mark registrations, copyrights, licenses and know-how (including trade
secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) necessary for the conduct of their
respective businesses as described in the Time of Sale Information and the
Offering Memorandum, none of Symmetry, NSI or any of their respective
subsidiaries has received any written notice of infringement of or conflict
with asserted rights of other with respect to any of the foregoing which,
jointly or in the aggregate, if the subject of an unfavorable decision, ruling
or finding could reasonably be expected to have a Material Adverse Effect.


 


(w)                               No Undisclosed Relationships. No
relationship, direct or indirect, exists between or among Symmetry, NSI or any
of their respective subsidiaries, on the one hand, and the directors, officers,
stockholders or other affiliates of Symmetry, NSI or any of their respective
subsidiaries, on the other, that would be required by the Securities Act to be
described in a registration statement to be filed with the Commission and that
is not so described in each of the 


 


13

















 


Time of Sale Information and
the Offering Memorandum. As of the Closing Date, no relationship, direct or
indirect, will exist between or among Symmetry or any of the Post Transaction
Subsidiaries, on the one hand, and the directors, officers, stockholders or
other affiliates of Symmetry or any of the Post Transaction Subsidiaries, on
the other, that would be required by the Securities Act to be described in a
registration statement to be filed with the Commission and that is not so
described in each of the Time of Sale Information and the Offering Memorandum.


 


(x)                                   Investment Company Act. None of Symmetry,
NSI or any of their respective subsidiaries is, and after giving effect to the
offering and sale of the Securities and the application of the proceeds thereof
as described in each of the Time of Sale Information and the Offering
Memorandum none of Symmetry or any of the Post Transaction Subsidiaries will
be, an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the “Investment
Company Act”).


 


(y)                                 Holding Company. Symmetry is not engaged
in any material business or activity other than those associated with being a
public company and the pursuit and consummation of the Transactions (including
the pursuit and consummation of related approvals and financings and the formation
and ownership of subsidiaries) and activities incidental thereto.


 


(z)                                   Taxes. Symmetry, NSI and their respective
subsidiaries have paid all material federal, state, local and foreign taxes and
filed all material tax returns required to be paid or filed by them through the
date hereof; and, except as otherwise disclosed in each of the Time of Sale
Information and the Offering Memorandum, there is no tax deficiency that has
been, or could reasonably be expected to be, asserted against them or any of their
respective properties or assets which could reasonably be expected to have a
Material Adverse Effect.


 


(aa)                            Licenses and Permits. Upon consummation of
the Transactions, Symmetry and the Post Transaction Subsidiaries will possess
all licenses, certificates, permits and other authorizations issued by, and
have made all declarations and filings with, the appropriate federal, state,
local or foreign governmental or regulatory authorities that are necessary for
the ownership or lease of their respective properties or the conduct of their
respective businesses as described in each of the Time of Sale Information and
the Offering Memorandum, except where the failure to possess or make the same
would not, individually or in the aggregate, have a Material Adverse Effect;
and, except as described in each of the Time of Sale Information and the
Offering Memorandum, none of Symmetry, NSI nor any of their respective
subsidiaries has received notice of any revocation or modification of any such
license, certificate, permit or authorization or has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in
the ordinary course.


 


(bb)                          No Labor Disputes. No labor disturbance by
or dispute with employees of Symmetry, NSI and their respective subsidiaries
exists or, to the best knowledge of each of Symmetry, the Issuer and Holdings,
is contemplated or threatened and none of Symmetry, the Issuer or Holdings is
aware of any existing or imminent labor disturbance by the employees of any of
the principal suppliers, contractors or customers of Symmetry, NSI or their
respective subsidiaries, that could reasonably be expected to result in a
Material Adverse Effect.


 


14

















 


(cc)                            Compliance With Environmental Laws. (i) Symmetry,
NSI and their respective subsidiaries (x) are in compliance with any and
all applicable federal, state, local and foreign laws, rules, regulations and
orders relating to the protection of human health or safety, the environment,
natural resources, hazardous or toxic substances or wastes, pollutants or
contaminants (collectively, “Environmental Laws”), (y) have
obtained and are in compliance with all permits, licenses, certificates or
other authorizations or approvals required under applicable Environmental Laws
(the “Environmental Permits”) to conduct their respective businesses,
and all such Environmental Permits are in full force and effect, and
(z) have not received notice of any actual or potential liability under or
relating to any Environmental Laws, including for the investigation or
remediation of any disposal or release of hazardous or toxic substances or
wastes, pollutants or contaminants, and Symmetry, Holdings and the Issuer have
no knowledge of any event or condition that would reasonably be expected to
result in any such notice, and (ii) there are no costs or liabilities
associated with Environmental Laws of or relating to them, except in the case
of each of clauses (i) and (ii) above, for any such failure to
comply, or failure to obtain required permits, licenses or approvals, or cost
or liability, as would not, individually or in the aggregate, have a Material
Adverse Effect or except as specifically disclosed in the Time of Sale
Information and the Offering Memorandum; and (iii) except as specifically
disclosed in each of the Time of Sale Information and the Offering Memorandum,
(x) there are no proceedings that are pending, or that are known to be
contemplated, against Symmetry, NSI or any of their respective subsidiaries
under any Environmental Laws in which a governmental entity is also a party,
other than such proceedings regarding which it is reasonably believed no
monetary sanctions or other liability of $100,000 or more will be imposed, (y)
Symmetry, Holdings and the Issuer are not aware of any instances of
non-compliance with Environmental Laws, or liabilities or other obligations
under Environmental Laws or concerning hazardous or toxic substances or wastes,
pollutants or contaminants, that could reasonably be expected to have a
material adverse effect on the earnings or competitive position of Symmetry and
the Post Transaction Subsidiaries, and (z) none of Symmetry, Holdings or the
Issuer anticipates material capital expenditures relating to any Environmental
Laws.


 


(dd)                          Compliance With ERISA. Except where
failure to comply would not reasonably be expected to have a Material Adverse
Effect, (i) each employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
for which the Issuer or any member of its “Controlled Group” (defined as any
organization which is a member of a controlled group of corporations within the
meaning of Section 414 of the Internal Revenue Code of 1986, as amended
(the “Code”)) or NSI or any member of its Controlled Group would have
any liability (each, a “Plan”) has been maintained in compliance with
its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Code; (ii) no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975
of the Code, has occurred with respect to any Plan excluding transactions
effected pursuant to a statutory or administrative exemption; (iii) for
each Plan that is subject to the funding rules of Section 412 of the
Code or Section 302 of ERISA, no “accumulated funding deficiency” as
defined in Section 412 of the Code, whether or not waived, has occurred or
is reasonably expected to occur; (iv) the fair market value of the assets
of each Plan exceeds the present value of all benefits accrued under such Plan
(determined based on those assumptions used to fund such Plan); (v) no “reportable
event” (within the meaning of Section 4043(c) of ERISA) has occurred
for which the 30-day reporting requirement has not been waived; and (vi) none
of the Issuer or any member of its 


 


15

















 


Controlled Group or NSI or any
member of its Controlled Group has incurred, nor reasonably expects to incur,
any liability under Title IV of ERISA (other than contributions to the Plan or
premiums to the PBGC, in the ordinary course and without default) in respect of
a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of
ERISA).


 


(ee)                            Canadian Benefit and Pension Plans. To the
extent failure to comply with the following representations or warranties could
not reasonably be expected to have a Material Adverse Effect:  (i) the Canadian Pension Plans (as defined
in the Credit Agreement) are duly registered in accordance with any applicable
law which requires registration and no event has occurred that is reasonably
likely to cause the loss of such registered status; (ii) all material
obligations of each Post Transaction Subsidiary organized under the laws of
Canada or any province thereof (the “Canadian Subsidiaries”) (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion; (iii) there
have been no improper withdrawals of the assets of the Canadian Pension Plans
or the Canadian Benefit Plans (as defined in the Credit Agreement); (iv) there
are no outstanding disputes concerning the assets held under the funding
agreements for the Canadian Pension Plans; (v) each of the Canadian
Pension Plans, which is a defined benefit registered pension plan, is fully
funded both on an ongoing basis and on a solvency basis (using actuarial
methods and assumptions which are consistent with the valuations last filed
with the applicable Governmental Authorities (as defined in the Credit
Agreement) and which are consistent with generally accepted actuarial
principles); (vi) there has been no partial termination of any Canadian
Pension Plan and no facts or circumstances have occurred or existed that could
result in the declaration of a partial termination of any Canadian Pension Plan
under applicable law; (vii) no promises of benefit improvements under the
Canadian Pension Plans or the Canadian Benefit Plans have been made and in any
event no such improvements will result in a solvency deficiency or going
concern unfunded liability in the affected Canadian Pension Plans; (viii) all
contributions or premiums required to be made or paid by the Canadian
Subsidiaries to the Canadian Pension Plans or the Canadian Benefit Plans have
been made or paid in a timely fashion in accordance with the terms of such
plans and applicable law; (ix) all employee contributions to the Canadian
Pension Plans or the Canadian Benefit Plans by way of authorized payroll
deduction or otherwise have been properly withheld or collected by the Canadian
Subsidiaries and fully paid into such plans in a timely manner; (x) the pension
fund under each Canadian Pension Plan is exempt from the payment of any income
tax and there are no taxes, penalties or interest owing in respect of any such
pension fund; and (xi) all material reports and disclosures relating the Canadian
Pension Plans required by such plans and applicable law have been filed or
distributed in a timely manner.


 


(ff)                                Disclosure Controls. Each of Symmetry and
its subsidiaries and NSI and its subsidiaries maintain an effective system of “disclosure
controls and procedures” (as defined in Rule 13a-15(e) of the
Exchange Act) that is designed to ensure that information required to be
disclosed in reports that are filed or submitted under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Commission’s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to
management as appropriate to allow timely decisions regarding required disclosure.
Each of Symmetry and its subsidiaries and NSI and its subsidiaries have carried
out 


 


16

















 


evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule 13a-15
of the Exchange Act.


 


(gg)                          Accounting Controls. Each of Symmetry and
its subsidiaries and NSI and its subsidiaries maintain systems of “internal
control over financial reporting” (as defined in Rule 13a-15(f) of
the Exchange Act) that comply with the requirements of the Exchange Act and
have been designed by, or under the supervision of, their respective principal
executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Each of Symmetry and
its subsidiaries and NSI and its subsidiaries maintain internal accounting
controls sufficient to provide reasonable assurance that:  (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except
as disclosed in each of the Time of Sale Information and the Offering
Memorandum, there are no material weaknesses or significant deficiencies in the
internal controls of Symmetry and its subsidiaries or NSI and its subsidiaries.


 


(hh)                          Insurance. Upon consummation of the
Transactions, Symmetry and the Post Transaction Subsidiaries will have
insurance covering such losses and risks and in such amounts as Symmetry
reasonably believes are prudent and customary in the businesses in which will
be engaged; neither Symmetry, NSI nor any of their respective subsidiaries has
received notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in
order to continue any material insurance coverage currently maintained by it;
neither Symmetry, Holdings or the Issuer has any reason to believe that
Symmetry or any of the Post Transaction Subsidiaries will not be able to renew
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not reasonably be expected to have a Material
Adverse Effect, except in any such case, as described in the Time of Sale
Information and the Offering Memorandum.


 


(ii)                                  No Unlawful Payments. Neither Symmetry nor
any of its subsidiaries nor, to the best knowledge of each of Symmetry, the
Issuer and Holdings, any director, officer, agent, employee or other person
associated with or acting on behalf of Symmetry, NSI or any of their respective
subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to
any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977;
or (iv) made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment.


 


(jj)                                  Compliance with Money Laundering Laws. The
operations of Symmetry and the Post Transaction Subsidiaries are and have been
conducted at all times in material compliance 


 


17

















 


with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes
of all applicable jurisdictions, the applicable rules and regulations
thereunder and any applicable related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving Symmetry or any of the Post Transaction Subsidiaries
with respect to the Money Laundering Laws is pending or, to the best knowledge
of each of Symmetry, the Issuer and Holdings, threatened.


 


(kk)                            Compliance with OFAC. None of Symmetry or
any of its subsidiaries or, to the knowledge of each of Symmetry, the Issuer
and Holdings, any director, officer, agent, employee or affiliate of Symmetry, NSI
or any of their respective subsidiaries is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); and the Issuer will not directly or
indirectly use the proceeds of the offering of the Securities hereunder, or
lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions
administered by OFAC.


 


(ll)                                  Solvency. On and immediately after the
Closing Date, each of the Issuer and Novamerican Steel (in each case after
giving effect to the issuance of the Securities and the other transactions
related thereto as described in each of the Time of Sale Information and the
Offering Memorandum) will be Solvent. As used in this paragraph, the term “Solvent”
means, with respect to a particular person on a particular date, that on such
date:  (i) the present fair market
value (or present fair saleable value) of the assets of such person is not less
than the total amount required to pay the liabilities of such person on its
total existing debts and liabilities (including contingent liabilities) as they
become absolute and matured; (ii) such person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and
commitments as they mature and become due in the normal course of business; (iii) assuming
consummation of the issuance of the Securities as contemplated by this
Agreement, the Time of Sale Information and the Offering Memorandum, such
person is not incurring debts or liabilities beyond its ability to pay as such
debts and liabilities mature; (iv) such person is not engaged in any
business or transaction, and does not propose to engage in any business or
transaction, for which its property would constitute unreasonably small capital
after giving due consideration to the prevailing practice in the industry in
which such person is engaged; and (v) such person is not a defendant in
any civil action that would reasonably be expected to result in a judgment that
such person is or would become unable to satisfy.


 


(mm)                      No Restrictions on Subsidiaries. Except
for (i) any restrictions on the transfer of shares of capital stock or
other equity interests in the organizational documents of 3217928 Nova Scotia
Company, 3217930 Nova Scotia Company, 3218088 Nova Scotia Company and 4421591
or (ii) restrictions or limitations set forth in the organizational
documents or related joint venture agreements of Delta Tube or Tubes Delta,
upon the consummation of the Transactions, no subsidiary of the Issuer will be
prohibited, directly or indirectly, under any agreement or other instrument to
which it is a party or is subject, from paying any dividends to the Issuer,
from making any other distribution on such subsidiary’s capital stock, from
repaying to the Issuer any 


 


18

















 


loans or advances to such
subsidiary from the Issuer or from transferring any of such subsidiary’s
properties or assets to the Issuer or any other subsidiary of the Issuer.


 


(nn)                          No Broker’s Fees. Neither Symmetry nor any
of the Post Transaction Subsidiaries is (or will be as of the Closing Date, in
the case of Post Transaction Subsidiaries that will be organized, or acquired,
directly or indirectly, by Symmetry, as part of the Transactions) a party
to any contract, agreement or understanding with any person (other than this
Agreement) that would give rise to a valid claim against any of them or any
Initial Purchaser for a brokerage commission, finder’s fee or like payment in
connection with the offering and sale of the Securities.


 


(oo)                          Rule 144A Eligibility. On the Closing
Date, the Securities will not be of the same class as securities listed on
a national securities exchange registered under Section 6 of the Exchange
Act or quoted in an automated inter-dealer quotation system; and each of the
Preliminary Offering Memorandum and the Offering Memorandum, as of its
respective date, contains or will contain all the information that, if
requested by a prospective purchaser of the Securities, would be required to be
provided to such prospective purchaser pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(pp)                          No Integration. None of Symmetry, NSI or
any of their respective affiliates (as defined in Rule 501(b) of
Regulation D) has, directly or through any agent, sold, offered for sale,
solicited offers to buy or otherwise negotiated in respect of any security (as
defined in the Securities Act) that is or will be integrated with the sale of
the Securities in a manner that would require registration of the Securities
under the Securities Act.


 


(qq)                          No General Solicitation or Directed Selling Efforts.
None of Symmetry, NSI or any of their respective affiliates or any other person
acting on its or their behalf (other than the Initial Purchasers, as to which
no representation is made) has (i) solicited offers for, or offered or
sold, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D
or in any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act or (ii) engaged in any directed selling efforts with
respect to the Securities within the meaning of Regulation S under the
Securities Act (“Regulation S”), and all such persons have complied with
the offering restrictions requirement of Regulation S.


 


(rr)                                Securities Law Exemptions. Assuming the
accuracy of the representations and warranties of the Initial Purchasers
contained in Section 1(b) (including Annex C hereto) and their
compliance with their agreements set forth therein, it is not necessary, in
connection with the issuance and sale of the Securities to the Initial
Purchasers and the offer, resale and delivery of the Securities by the Initial
Purchasers in the manner contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum, to register the Securities under the Securities
Act or to qualify the Indenture under the Trust Indenture Act.


 


(ss)                            No Stabilization. None of the Issuer, NSI
or any of the Guarantors has taken, directly or
indirectly, any action designed to or that could reasonably be expected to
cause or result in any stabilization or manipulation of the price of the
Securities.


 


19

















 


(tt)                                Margin Rules. Neither the issuance, sale
and delivery of the Securities nor the application of the proceeds thereof by
the Issuer as described in each of the Time of Sale Information and the
Offering Memorandum will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of
Governors.


 


(uu)                          Forward-Looking Statements. No
forward-looking statement (within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act) contained in any of
the Time of Sale Information or the Offering Memorandum has been made or
reaffirmed without a reasonable basis or has been disclosed other than in good
faith.


 


(vv)                          Statistical and Market Data. Nothing has
come to the attention of Symmetry, the Issuer or Holdings that has caused
Symmetry, the Issuer or Holdings to believe that the statistical and
market-related data included in each of the Time of Sale Information and the
Offering Memorandum is not based on or derived from sources that are reliable
and accurate in all material respects.


 


(ww)                      Sarbanes-Oxley Act. There is and has been
no failure on the part of either Symmetry or NSI or any of Symmetry’s or
NSI’s respective directors or officers, in their capacities as such, to comply
in any material respect with any applicable provision of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith,
including Section 402 related to loans and Sections 302 and 906
related to certifications.


 


(xx)                              Creation and Perfection of Security Interest in
Collateral. (i)  When executed and delivered, the Collateral
Agreement will be effective to create in favor of the U.S. Collateral Agent,
for the benefit of the Secured Parties, a valid and enforceable security
interest in the Collateral and (A) when the Collateral constituting
certificated securities (as defined in the Uniform Commercial Code (the “UCC”))
is delivered to the U.S. Collateral Agent thereunder, together with instruments
of transfer duly endorsed in blank, the Collateral Agreement will constitute a
fully perfected lien on, and security interest in, all right, title and
interest of the pledgors thereunder in such Collateral, (1) in the case of
the First-Priority Collateral, prior and superior in right to any other person,
and (2) in the case of the Second-Priority Collateral, junior to the
first-priority security interest of the secured parties under the Credit
Documents, but prior and superior in right to any other person, and (B) when
UCC financing statements in appropriate form are filed in the UCC filing
offices specified in the Perfection Certificate (as defined below), the Collateral
Agreement will constitute a fully perfected lien on, and security interest in,
all right, title and interest of the Issuer and the Guarantors in the remaining
Collateral to the extent perfection can be obtained by filing UCC financing
statements, (1) in the case of the First-Priority Collateral, prior and
superior in right to any other person, and (2) in the case of the
Second-Priority Collateral, junior to the first-priority security interest of
the secured parties under the Credit Documents, but prior and superior in right
to any other person, except, in the case of (A) and (B) above, for
rights secured by liens expressly permitted by the Indenture and the Collateral
Agreement.


 


(ii)                                 Each Mortgage, upon
execution and delivery by the parties thereto, will create in favor of the U.S.
Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable lien on all the applicable mortgagor’s right, title and interest in
and to the Mortgaged Properties subject thereto and the proceeds thereof, and
when the 


 


20

















 


Mortgages have been filed in the jurisdictions specified in Schedule 3(b) hereto,
the Mortgages will constitute a fully perfected lien on all right, title and
interest of the mortgagors in the Mortgaged Properties and the proceeds
thereof, prior and superior in right to any other person (but subject to liens
or other encumbrances for which exceptions are taken in the policies of title
insurance delivered in respect of the Mortgaged Properties and subject to liens
permitted under the Indenture and the Collateral Agreement).


 


(yy)                          Creation and Perfection of Security Interest or
Hypothec in Intercompany Note Collateral. (i)  When executed
and delivered, the Canadian Security Agreements will be effective to create in
favor of the Canadian Collateral Agent, acting for the benefit of the Issuer, a
valid and enforceable security interest or hypothec in the Intercompany Note
Collateral (as defined in the Preliminary Offering Memorandum) and (A) when
the Intercompany Note Collateral constituting certificated securities (as
defined in the Personal Property Security
Act (Ontario) (“PPSA”)) is delivered to the Canadian Collateral
Agent (or the Administrative Agent as its bailee for purposes of perfection),
together with instruments of transfer duly endorsed in blank, the Canadian
Security Agreements will constitute a perfected charge, security interest or
hypothec in, all right, title and interest of Novamerican Steel in such
Intercompany Note Collateral, (1) in the case of Intercompany Note
Collateral constituting ABL Collateral (as defined in the Credit Agreement),
junior to the first-priority security interest or hypothec of the secured
parties under the Credit Documents, but prior and superior in right to any
other person, and (2) in the case of all other Intercompany Note
Collateral, prior and superior in right to any other person, and (B) when
financing statements or applications for registration, in each case in
appropriate form, are filed in the applicable provincal personal property
security registry offices specified in the Perfection Certificate, the Canadian
Security Agreements will constitute a perfected charge, security interest or
hypothec in, all right, title and interest of Novamerican Steel in the
remaining Intercompany Note Collateral to the extent perfection can be obtained
by filing PPSA or other applicable personal property security registry
financing statements, (x) in the case of Intercompany Note Collateral
constituting ABL Collateral (as defined in the Credit Agreement), junior to the
first-priority security interest or hypothec of the secured parties under the
Credit Documents, but prior and superior in right to any other person, and (y)
in the case of all other Intercompany Note Collateral, prior and superior in
right to any other person, in each case, except for rights secured by liens
expressly permitted by the Indenture.


 


(ii)                                 Subject to the
completion of the Ontario Property Transactions (as defined below), each
Canadian Mortgage, upon execution and delivery by the parties thereto, will
create in favor of the Canadian Collateral Agent, acting for the benefit of the
Issuer, a legal, valid and enforceable charge or hypothec on all the applicable
mortgagor’s right, title and interest in and to the Canadian Mortgaged
Properties subject thereto and the proceeds thereof, and when the Canadian
Mortgages have been registered in the jurisdictions specified in Schedule 3(d)
hereto, the Canadian Mortgages will constitute a perfected charge on all right,
title and interest of the mortgagors in the Canadian Mortgaged Properties and
the proceeds thereof, prior and superior in right to any other person (but
subject to liens or other encumbrances for which exceptions are taken in the
policies of title insurance delivered in respect of the Canadian Mortgaged
Properties and subject to the liens permitted under the Indenture and Canadian
Collateral Agreement).


 


21
















 


(iii)                               Each Canadian Security
Agreement other than the Canadian Collateral Agreement, when executed and
delivered, will be effective under applicable law to create in favor of the
Canadian Collateral Agent, acting for the benefit of the Issuer, its successors
and assigns, a valid and enforceable security interest in or hypothec on the
Intercompany Note Collateral subject thereto, and, provided that in the case of
deeds of hypothec governed by the laws of Québec, the hypothecs created under
such deeds are registered in the appropriate registries in the Province of
Québec, and, further provided that in the case of mortgages governed by the
laws of Ontario, such mortgages have been registered in the appropriate
registries in the Province of Ontario, will constitute a perfected charge or
hypothec on, and security interest in, all right, title and interest of
Novamerican Steel in the Intercompany Note Collateral subject thereto, (A) in
the case of Intercompany Note Collateral constituting ABL Collateral (as defined
in the Credit Agreement), junior to the first-priority security interest of the
secured parties under the Credit Documents, but prior and superior in right to
any other person, and (B) in the case of all other Intercompany Note
Collateral, prior and superior in right to any other person, in each case,
except for rights secured by liens expressly permitted by the Indenture.


 


4.                                       Further
Agreements of the Issuer and the Guarantors. The Issuer and each of the
Guarantors jointly and severally covenant and agree with each Initial Purchaser
that:


 


(a)                                  Delivery of Copies. The Issuer will
deliver, without charge, to the Initial Purchasers as many copies of the
Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer
Written Communication and the Offering Memorandum (including all amendments and
supplements thereto) as the Representative may reasonably request.


 


(b)                                 Offering Memorandum, Amendments or Supplements.
Before finalizing the Offering Memorandum or making or distributing any
amendment or supplement to any of the Time of Sale Information or the Offering
Memorandum, the Issuer will furnish to the Representative and counsel for the
Initial Purchasers a copy of the proposed Offering Memorandum or such amendment
or supplement for review, and will not distribute any such proposed Offering
Memorandum, amendment or supplement to which the Representative reasonably
objects without unreasonable delay.


 


(c)                                  Additional Written Communications. Before
making, preparing, using, authorizing, approving or referring to any Issuer
Written Communication, the Issuer will furnish to the Representative and
counsel for the Initial Purchasers a copy of such written communication for
review and will not make, prepare, use, authorize, approve or refer to any such
written communication to which the Representative reasonably objects without
unreasonable delay.


 


(d)                                 Notice to the Representative. The Issuer
will advise the Representative promptly, and confirm such advice in
writing:  (i) of the issuance by any
governmental or regulatory authority of any order preventing or suspending the
use of any of the Time of Sale Information, any Issuer Written Communication or
the Offering Memorandum or the initiation or threatening of any proceeding for
that purpose; (ii) of the occurrence of any event at any time prior to the
completion of the initial offering of the Securities as a result of which any
of the Time of Sale Information, any Issuer Written Communication or the
Offering Memorandum as then amended


 


22

















 


or supplemented would include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing when such Time of Sale Information, Issuer Written
Communication or the Offering Memorandum is delivered to a purchaser, not
misleading; and (iii) of the receipt by the Issuer of any notice with
respect to any suspension of the qualification of the Securities for offer and
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and the Issuer will use its reasonable best efforts to prevent
the issuance of any such order preventing or suspending the use of any of the
Time of Sale Information, any Issuer Written Communication or the Offering
Memorandum or suspending any such qualification of the Securities and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof.


 


(e)                                  Time of Sale Information. If at any time
prior to the Closing Date (i) any event shall occur or condition shall
exist as a result of which any of the Time of Sale Information as then amended
or supplemented would include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading or
(ii) it is necessary to amend or supplement any of the Time of Sale
Information to comply with law, the Issuer will immediately notify the Initial
Purchasers thereof and forthwith prepare and, subject to paragraph (b) above,
furnish to the Initial Purchasers such amendments or supplements to any of the
Time of Sale Information as may be necessary so that the statements in any
of the Time of Sale Information as so amended or supplemented will not, in
light of the circumstances under which they were made, be misleading or so that
any of the Time of Sale Information will comply with law.


 


(f)                                    Ongoing Compliance of the Offering Memorandum.
If at any time prior to the completion of the initial offering of the
Securities (i) any event shall occur or condition shall exist as a result
of which the Offering Memorandum as then amended or supplemented would include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances existing when the Offering Memorandum is delivered to a
purchaser, not misleading or (ii) it is necessary to amend or supplement
the Offering Memorandum to comply with law, the Issuer will immediately notify
the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above,
furnish to the Initial Purchasers such amendments or supplements to the
Offering Memorandum as may be necessary so that the statements in the
Offering Memorandum as so amended or supplemented will not, in the light of the
circumstances existing when the Offering Memorandum is delivered to a
purchaser, be misleading or so that the Offering Memorandum will comply with
law; provided, that the Issuer may request a delay of up to twenty-one
days in the requirement to amend or supplement the Offering Memorandum if
proceeding with the proposed amendment or supplement would require the
disclosure of material non-public information concerning the Issuer or Symmetry
and the disclosure of such information might reasonably be expected to
adversely affect a planned transaction by the Issuer or Symmetry which is under
active consideration and, in such event, the Initial Purchasers agree to
suspend offers and sales of the Securities until the Offering Memorandum is so
amended or supplemented by the Issuer.


 


(g)                                 Blue Sky Compliance. The Issuer will use
its reasonable best efforts to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as the Representative
shall reasonably request and will continue such qualifications in effect so
long as required for the offering and resale of the Securities; provided
that neither the Issuer nor any of


 


23

















 


the Guarantors shall be
required to (i) 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, (ii) file any general consent to service of
process in any such jurisdiction or (iii) subject itself to taxation in
any such jurisdiction if it is not otherwise so subject.


 


(h)                                 Clear Market. During the period from the
date hereof through and including the date that is 180 days after the date
hereof, each of the Issuer, Symmetry and Holdings will not (and will not permit
Novamerican Steel or any other Guarantor to), without the prior written consent
of the Representative, offer, sell, contract to sell or otherwise dispose of
any debt securities issued or guaranteed by the Issuer, Novamerican Steel or
any of the Guarantors and having a tenor of more than one year.


 


(i)                                     Use of Proceeds. The Issuer will apply the
net proceeds from the sale of the Securities as described in each of the Time
of Sale Information and the Offering Memorandum under the heading “Use of
proceeds”.


 


(j)                                     Supplying Information. While the
Securities remain outstanding and are “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act, the Issuer and
each of the Guarantors will, during any period in which the Issuer is not
subject to and in compliance with Section 13 or 15(d) of the Exchange
Act, furnish to holders of the Securities and prospective purchasers of the
Securities designated by such holders, upon the request of such holders or such
prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(k)                                  PORTAL and DTC. The Issuer will assist the
Initial Purchasers in arranging for the Securities to be designated Private
Offerings, Resales and Trading through Automated Linkages (“PORTAL”)
Market securities in accordance with the rules and regulations adopted by
the National Association of Securities Dealers, Inc. (the “NASD”)
relating to trading in the PORTAL Market and for the Securities to be eligible
for clearance and settlement through The Depository Trust Company (“DTC”).


 


(l)                                     No Resales by the Issuer. The Issuer will
not, and will use its best efforts to cause its affiliates (as defined in Rule 144
under the Securities Act) not to, resell any of the Securities that have been
acquired by any of them, except for Securities purchased by the Issuer or any
of its affiliates and resold in a transaction registered under the Securities
Act.


 


(m)                               No Integration. Neither the Issuer nor any
of its affiliates (as defined in Rule 501(b) of Regulation D) will,
directly or through any agent, sell, offer for sale, solicit offers to buy or
otherwise negotiate in respect of, any security (as defined in the Securities
Act), that is or will be integrated with the sale of the Securities in a manner
that would require registration of the Securities under the Securities Act.


 


(n)                                 No General Solicitation or Directed Selling Efforts.
None of the Issuer or any of its affiliates or any other person acting on its
or their behalf (other than the Initial Purchasers, as to which no covenant is
given) will (i) solicit offers for, or offer or sell, the Securities by
means of any form of general solicitation or general advertising within
the meaning of Rule 502(c) of Regulation D or in any manner involving
a public offering within the meaning of Section 4(2) of


 


24

















 


the Securities Act or (ii) engage
in any directed selling efforts within the meaning of Regulation S, and all
such persons will comply with the offering restrictions requirement of
Regulation S.


 


(o)                                 No Stabilization. Each of the Issuer,
Symmetry and Holdings will not (and will not permit Novamerican Steel or any
other Guarantor to) take, directly or indirectly, any
action designed to or that could reasonably be expected to cause or result in
any stabilization or manipulation of the price of the Securities.


 


(p)                                 Subsequent Sale Dates. Without limiting
the generality of clause (f) above, in the event that, following the
Closing Date, the Initial Purchasers continue to hold an unsold allotment of
the Securities, the Issuer shall, upon the request of the Initial Purchasers at
any time in the period from the Closing Date to December 31, 2008 (which
request shall be made not more than twice in such period), as promptly as
reasonably practicable following each such request, (i) provide to the
Initial Purchasers a complete amended Offering Memorandum, updated to the date
proposed for resale of the Securities in the Initial Purchasers’ request (each
such date, a “Subsequent Sale Date”), which amended Offering Memorandum shall
include all current financial information (including applicable pro forma
information) and such other current disclosure as would be customary for a Rule 144A
disclosure document to be delivered on such Subsequent Sale Date as if pricing
of the Securities had occurred thereon, (ii) provide or cause to be
provided such closing documentation on such Subsequent Sale Date as is herein
contemplated to be delivered on the Closing Date, including, without
limitation, legal opinions, customary “comfort” letters from independent
auditors and closing certificates in substantially the forms contemplated
hereby with only such changes therein as may be necessary or appropriate
to reflect the current financial information and other updated disclosure
included in the amended Offering Memorandum, or other changes in facts and
circumstances between the Closing Date and the applicable Subsequent Sale Date,
(iii) remake the representations and warranties contained herein as of
such Subsequent Sale Date with only such changes therein as may be
necessary or appropriate to reflect the current financial information and other
updated disclosure included in the amended Offering Memorandum, or other
changes in facts and circumstances between the Closing Date and the applicable
Subsequent Sale Date, (iv) reasonably cooperate with the Initial
Purchasers, including, without limitation, participation on conference calls
with the Initial Purchasers and their counsel, in connection with the updating
of the Initial Purchasers’ due diligence investigation to such Subsequent Sale
Date and (v) reasonably cooperate with the Initial Purchasers in
connection with the marketing of the Securities, including, without limitation,
the participation of senior management of the Issuer in one or more meetings
with prospective investors to whom the Initial Purchasers propose to resell the
unsold allotment of Securities then held by them. The Issuer may request a
delay of up to twenty-one days of any Subsequent Sale Date requested by the
Initial Purchasers if proceeding with the proposed resale of the Securities on
that date it would require the disclosure in the amended Offering Memorandum of
material non-public information concerning the Issuer or Symmetry and the
disclosure of such information might reasonably be expected to adversely affect
a planned transaction by the Issuer or Symmetry which was under active
consideration prior to the delivery by the Initial Purchasers of the request.


 


(q)                                 Ontario Property Transactions. Whereas, on
the Closing Date, title to the Canadian Mortgaged Property listed in Schedule 3(c) located
in Stony Creek, Ontario (the “Ontario Property”) will be held in part by
a wholly-owned Subsidiary of Novamerican Steel, 


 


25

















 


4421591 Canada Inc., a Canadian
corporation (“4421591”),
it is agreed that, on or before 5:00 pm, Toronto time on the business day
immediately following the Closing Date, Symmetry will complete or cause to be
completed the following registrations 
(the “Ontario Property Transactions”):


 


(i) the registration of a name change application on title to the Ontario Property to change the
registered owner from Nova Steel Processing Centre Ltd. to Novamerican Steel;
and


 


(ii)  the registration of a transfer of title from 4421591 to
Novamerican Steel of all of 4421591’s right, title and interest to the Ontario
Property; and


 


(iii) the registration of the Ontario Mortgage over the 100%
interest of  Novamerican Steel in the
Ontario Property.


 


5.                                       Certain
Agreements of the Initial Purchasers. Each Initial Purchaser hereby
represents and agrees that it has not and will not use, authorize use of, refer
to, or participate in the planning for use of, any written communication that
constitutes an offer to sell or the solicitation of an offer to buy the
Securities other than (i) the Preliminary Offering Memorandum and the
Offering Memorandum, (ii) a written communication that contains no “issuer
information” (as defined in Rule 433(h)(2) under the Securities Act)
that was not included (including through incorporation by reference) in the Preliminary
Offering Memorandum or the Offering Memorandum, (iii) any written
communication listed on Annex A or prepared pursuant to Section 4(c) above
(including any electronic road show), (iv) any written communication
prepared by such Initial Purchaser and approved by the Issuer in advance in
writing or (v) any written communication relating to or that contains the
terms of the Securities and/or other information that was included (including
through incorporation by reference) in the Preliminary Offering Memorandum or
the Offering Memorandum.


 


6.                                       Conditions
of Initial Purchasers’ Obligations. The obligation of each Initial
Purchaser to purchase Securities on the Closing Date as provided herein is
subject to the performance by the Issuer, Novamerican Steel and each of the
Guarantors of their respective covenants and other obligations hereunder and to
the following additional conditions:


 


(a)                                  Representations and Warranties. The
representations and warranties of the Issuer, Novamerican Steel and the
Guarantors contained herein (or in the Joinder Agreement, as the case may be)
shall be true and correct on the date hereof and on and as of the Closing Date;
and the statements of the Issuer, Novamerican Steel and the Guarantors and
their respective officers made in any certificates delivered pursuant to the
Note Documents shall be true and correct on and as of the Closing Date.


 


(b)                                 No Downgrade. Subsequent to the earlier of
(A) the Time of Sale and (B) the execution and delivery of this
Agreement:   (i) no downgrading
shall have occurred in the rating accorded the Securities or any other debt
securities or preferred stock issued or guaranteed by Symmetry or any of the
Post Transaction Subsidiaries by any “nationally recognized statistical rating
organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under
the Securities Act; and (ii) no such organization shall have publicly
announced that it has under surveillance or review, or has changed its outlook
with respect to, its rating of the 


 


26

















 


Securities or of any other debt
securities or preferred stock issued or guaranteed by Symmetry or any of the
Post Transaction Subsidiaries (other than an announcement with positive
implications of a possible upgrading).


 


(c)                                  No Material Adverse Change. No event or
condition of a type described in Section 3(d) hereof shall have
occurred or shall exist, which event or condition is not described in each of
the Time of Sale Information (excluding any amendment or supplement thereto)
and the Offering Memorandum (excluding any amendment or supplement thereto) the
effect of which in the judgment of the Representative makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on
the terms and in the manner contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum.


 


(d)                                 Officers’ Certificate. The Representative
shall have received on and as of the Closing Date a certificate of an executive
officer of each of the Issuer, Novamerican Steel and the Guarantors who has
specific knowledge of the financial matters of the Issuer, Novamerican Steel
and the Guarantors, as applicable, and is satisfactory to the Representative (i) confirming
that such officer has carefully reviewed the Time of Sale Information and the
Offering Memorandum and, to the best knowledge of such officer, the
representations set forth in Sections 3(a) and 3(b) hereof are true
and correct, (ii) confirming that the other representations and warranties
of the Issuer, Novamerican Steel and the Guarantors in this Agreement (or in
the Joinder Agreement, as the case may be) are true and correct and that
the Issuer and the Guarantors have complied with all agreements and satisfied
all conditions on their part to be performed or satisfied hereunder at or
prior to the Closing Date and (iii) to the effect set forth in paragraphs (b) and
(c) above.


 


(e)                                  Comfort Letters. On the date of this
Agreement and on the Closing Date, each of Raymond Chabot Grant Thornton LLP
and Miller, Ellin & Company, LLP shall have furnished to the
Representative, at the request of NSI and Symmetry, respectively, letters,
dated the respective dates of delivery thereof and addressed to the Initial
Purchasers, in form and substance reasonably satisfactory to the
Representative, containing statements and information of the type customarily
included in accountants’ “comfort letters” to underwriters with respect to the
financial statements and certain financial information contained in each of the
Time of Sale Information and the Offering Memorandum; provided that the
letter delivered on the Closing Date shall use a “cut-off” date no more than
three business days prior to the Closing Date.


 


(f)                                    Opinion and 10b-5 Statement of Counsel for the Issuer.
Kelley Drye & Warren LLP, counsel for the Issuer, shall have furnished
to the Representative, at the request of the Issuer, their written opinion and
10b-5 statement, dated the Closing Date and addressed to the Initial Purchasers,
in form and substance reasonably satisfactory to the Representative, to
the effect set forth in Annex D-1 hereto.


 


(g)                                 Opinion and 10b-5 Statement of Counsel for the
Initial Purchasers. The Representative shall have received on and as
of the Closing Date an opinion and 10b-5 statement of Cravath, Swaine &
Moore LLP, counsel for the Initial Purchasers, with respect to such matters as
the Representative may reasonably request, and such counsel shall have
received such documents and information as they may reasonably request to
enable them to pass upon such matters.


 


27

















 


(h)                                 Opinions of Local Counsel. (i) 
Davies Ward Phillips & Vineberg LLP, Canadian counsel for Symmetry,
shall have furnished to the Representative, at the request of Novamerican
Steel, their written opinion, dated the Closing Date and addressed to the
Initial Purchasers, in form and substance reasonably satisfactory to the
Representative, to the effect set forth in Annex D-2 hereto; (ii) Stewart
McKelvey, New Brunswick counsel for Can Sub 1 and Can Sub 2, shall have
furnished to the Representative, at the request of Novamerican Steel, their
written opinion, dated the Closing Date and addressed to the Initial
Purchasers, in form and substance reasonably satisfactory to the
Representative, to the effect set forth in Annex D-2 hereto; and (iii) Nutter,
McClennen & Fish, LLP, Massachusetts counsel for American Steel and
Aluminum Corporation, a Massachusetts corporation, shall have furnished to the
Representative, at the request of Symmetry, their written opinion, dated the
Closing Date and addressed to the Initial Purchasers, in form and
substance reasonably satisfactory to the Representative, to the effect set
forth in Annex D-3 hereto.


 


(i)                                     No Legal Impediment to Issuance. No action
shall have been taken and no statute, rule, regulation or order shall have been
enacted, adopted or issued by any federal, state or foreign governmental or
regulatory authority that would, as of the Closing Date, prevent the issuance
or sale of the Securities or the issuance of the Guarantees; and no injunction
or order of any federal, state or foreign court shall have been issued that
would, as of the Closing Date, prevent the issuance or sale of the Securities
or the issuance of the Guarantees.


 


(j)                                     Good Standing. The Representative shall
have received on and as of the Closing Date satisfactory evidence of the good
standing of Symmetry and the Post Transaction Subsidiaries in their respective
jurisdictions of organization and their good standing in such other
jurisdictions as the Representative may reasonably request, in each case
in writing or any standard form of telecommunication, from the appropriate
governmental authorities of such jurisdictions, except for (i) the Certificate
of Compliance of Novamerican Steel and (ii) the Certificat d’Attestation
for Novamerican Steel’s registration in Quebec, which, in each case, shall be
received on the day immediately following the Closing Date.


 


(k)                                  PORTAL and DTC. The Securities shall have
been approved by the NASD for trading in the PORTAL Market and shall be
eligible for clearance and settlement through DTC.


 


(l)                                     Additional Documents. On or prior to the
Closing Date, the Issuer, Novamerican Steel and the Guarantors shall have furnished
to the Representative such further certificates and documents as the
Representative may reasonably request.


 


(m)                               Transactions. The Transactions shall have
been consummated on the terms and conditions described in the Time of Sale
Information and the Offering Memorandum.


 


(n)                                 Joinder. Each of the Joining Parties shall
have become parties to this Agreement pursuant to the execution and delivery of
the Joinder Agreement.


 


(o)                                 Registration Rights Agreement. The Initial
Purchasers shall have received a counterpart of the Registration Rights
Agreement that shall have been executed and delivered by a duly authorized
officer of the Issuer and each of the Guarantors.


 


28

















 


(p)                                 Creation and Perfection of Security Interest in
Collateral. (i)  The Representative and the U.S. Collateral
Agent shall have received from the Issuer and each Guarantor counterparts of
the Collateral Agreement and of the Intercreditor Agreement, duly executed and
delivered on behalf of the Issuer or such Guarantor, as applicable.


 


(ii)                                  All equity interests
in any subsidiary owned by or on behalf of the Issuer or any of the Guarantors
shall have been pledged pursuant to the Collateral Agreement and the U.S.
Collateral Agent shall have received certificates or other instruments
representing all such equity interests, together with undated stock powers or
other instruments of transfer with respect thereto endorsed in blank, in each
case to the extent required by the Indenture.


 


(iii)                               All indebtedness of
Symmetry and the Post Transaction Subsidiaries that is owing to the Issuer or
any Guarantor shall be evidenced by a promissory note and shall have been
pledged pursuant to the Collateral Agreement and the U.S. Collateral Agent
shall have received all such promissory notes, together with instruments of
transfer with respect thereto endorsed in blank, in each case to the extent
required by the Indenture.


 


(iv)                              All documents and
instruments, including UCC financing statements, required by law or reasonably
requested by the Representative or the Collateral Agents to be filed,
registered or recorded to create the liens intended to be created by the
Collateral Agreement and perfect such liens to the extent required by, and with
the priority required by, the Collateral Agreement, shall have been filed,
registered or recorded or delivered to the U.S. Collateral Agent for filing,
registration or recording, in each case to the extent required by the
Indenture.


 


(v)                                 Each of the Issuer and
the Guarantors shall have obtained all material consents and approvals required
to be obtained by it in connection with the execution and delivery of the
Collateral Agreement, the performance of its obligations thereunder and the
granting by it of the liens thereunder.


 


(vi)                              All filing fees, taxes
and other amounts payable in connection with the filings, recordings,
registrations and other actions described in clauses (i) through (vi) above
shall have been paid or payment by the Issuer provided for to the reasonable
satisfaction of the Representative and the U.S. Collateral Agent.


 


(q)                                 Creation and Perfection of Security Interest or
Hypothec in Intercompany Note Collateral. (i)  The
Representative shall have received from the Canadian Collateral Agent and
Novamerican Steel counterparts of the Canadian Security Agreements, duly
executed and delivered by the Canadian Collateral Agent on behalf of the Issuer
or Novamerican Steel, as applicable.


 


(ii)                                  All equity interests
in any subsidiary owned by or on behalf of Novamerican Steel shall have been
pledged pursuant to the Canadian Collateral Agreement and, if certificated, the
Canadian Collateral Agent for the benefit of the Issuer (or the Canadian
Collateral Agent as its bailee for purposes of perfection) shall have received
certificates or other instruments representing all such equity interests,
together 


 


29

















 


with undated stock powers or other instruments of transfer with respect
thereto endorsed in blank, in each case to the extent required thereby.


 


(iii)                               All indebtedness of
Symmetry and Post Transaction Subsidiaries that is owing to Novamerican Steel
shall be evidenced by a promissory note or promissory notes and shall have been
pledged pursuant to the Canadian Collateral Agreement and Canadian Collateral
Agent for the benefit of the Issuer shall have received all such promissory
notes, together with instruments of transfer with respect thereto endorsed in
blank, in each case to the extent required thereby.


 


(iv)                              All documents and instruments,
including PPSA or other personal property security registry financing
statements or applications for registration, required by law to be filed,
registered or recorded to create the liens intended to be created by the
Canadian Security Agreements and perfect such liens to the extent required by,
and with the priority required by, the Canadian Security Agreements, shall have
been filed, registered or recorded or delivered to the Canadian Collateral
Agent for the benefit of the Issuer for filing, registration or recording.


 


(v)                                 Each of the Issuer and
Novamerican Steel shall have obtained all material consents and approvals
required to be obtained by it in connection with the execution and delivery of
all Canadian Security Agreements to which it is a party, the performance of its
obligations thereunder and the granting by it of the liens thereunder.


 


(vi)                              The Issuer shall have
received (A) counterparts of a Canadian Mortgage with respect to each
Canadian Mortgaged Property duly executed and delivered by the registered owner
of such Canadian Mortgaged Property, (B) a policy or policies of title
insurance by a nationally recognized title insurance company insuring the
charge of each such Canadian Mortgaged Property as a valid first-priority
charge on the Canadian Mortgaged Property described therein, free of any other
encumbrances (but subject to liens or other encumbrances for which exceptions
are taken in the policies of title insurance delivered in respect of the
Canadian Mortgaged Properties and subject to liens permitted under the
Indenture and the Canadian Collateral Agreement), together with such
endorsements, coinsurance and reinsurance as the Issuer may reasonably
request, and (C) such surveys, abstracts, appraisals, legal opinions and
other documents as the Issuer may reasonably request with respect to any
such Canadian Mortgage or Canadian Mortgaged Property.


 


(vii)                           All filing fees, taxes and
other amounts payable in connection with the filings, recordings, registrations
and other actions described in clauses (i) through (vi) above shall
have been paid or payment by Novamerican Steel provided for to the reasonable
satisfaction of the Representative and the Canadian Collateral Agent.


 


(r)                                    Perfection Certificate. On or prior to the
Closing Date, the Representative shall have received (i) a completed
perfection certificate in the form attached to the Collateral Agreement to
be dated as of the Closing Date (the “Perfection Certificate”), executed
by an executive officer of Symmetry, the Issuer and Novamerican Steel, together
with all attachments contemplated thereby, which shall be correct and complete
as of the Closing Date, and (ii) the 


 


30

















 


results of lien searches,
conducted by a search service reasonably satisfactory to the Representative,
and the Representative shall be satisfied that no liens are outstanding on the
property or assets of the Issuer, Novamerican Steel or any of the Guarantors,
other than any such liens (A) which constitute Permitted Liens (as defined
in the Indenture) or (B) as to which the Initial Purchasers have received
documentation reasonably satisfactory to it evidencing the termination of such
liens.


 


All opinions,
letters, certificates and evidence mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only
if they are in form and substance reasonably satisfactory to counsel for
the Initial Purchasers.


 


7.                                       Indemnification
and Contribution.


 


(a)                                  Indemnification of the Initial Purchasers.
The Issuer and each of the Guarantors jointly and severally agree to indemnify
and hold harmless each Initial Purchaser, its affiliates, directors and
officers and each person, if any, who controls such Initial Purchaser 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, any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Offering Memorandum,
any of the other Time of Sale Information, any Issuer Written Communication or
the Offering Memorandum (or any amendment or supplement thereto) 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 furnished to the Issuer in writing by such Initial Purchaser through
the Representative expressly for use therein.


 


(b)                                 Indemnification of the Issuer. Each Initial
Purchaser agrees, severally and not jointly, to indemnify and hold harmless the
Issuer, each of the Guarantors, each of their respective directors and officers
and each person, if any, who controls the Issuer or any of the Guarantors
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 relating to such Initial Purchaser furnished to the Issuer in
writing by such Initial Purchaser through the Representative expressly for use
in the Preliminary Offering Memorandum, any of the other Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum (or
any amendment or supplement thereto), it being understood and agreed that the
only such information consists of the following: the fifth and sixth sentences
of the tenth paragraph and the first and last sentences of the twelfth
paragraph under the caption “Plan of Distribution” in the Preliminary Offering
Memorandum; provided that none of the Initial Purchasers shall have any
obligations pursuant to this paragraph (b) with respect to any Guarantor
that is a Joining Party, its affiliates, directors and each person, 


 


31

















 


if any, who controls such
Guarantor until the Joinder Agreement is executed and delivered pursuant to Section 6(n)
hereof.


 


(c)                                  Notice and Procedures. 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 (who shall not, without the
consent of the Indemnified Person, be counsel to the Indemnifying Person) to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 7 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 for any Initial Purchaser, its affiliates, directors and
officers and any control persons of such Initial Purchaser shall be designated
in writing by J.P. Morgan Securities Inc. and any such separate firm for the
Issuer, the Guarantors, their respective directors and officers and any control
persons of the Issuer and the Guarantors shall be designated in writing by the
Issuer. 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 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


 


32

















 


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 (x) 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 (y) 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)                                 Contribution. 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 (i) in such proportion as
is appropriate to reflect the relative benefits received by the Issuer and the
Guarantors on the one hand and the Initial Purchasers on the other from the
offering of the Securities 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 Issuer and the Guarantors on the one hand and the
Initial Purchasers 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 benefits received by the
Issuer and the Guarantors on the one hand and the Initial Purchasers on the
other shall be deemed to be in the same respective proportions as the net
proceeds (before deducting expenses) received by the Issuer from the sale of
the Securities and the total discounts and commissions received by the Initial
Purchasers in connection therewith, as provided in this Agreement, bear to the
aggregate offering price of the Securities. The relative fault of the Issuer
and the Guarantors on the one hand and the Initial Purchasers 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 Issuer or any
Guarantor or by the Initial Purchasers and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


(e)                                  Limitation on Liability. The Issuer, the
Guarantors and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation (even if the Initial Purchasers 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 7, in no
event shall an Initial Purchaser be required to contribute any amount in excess
of the amount by which the total discounts and commissions received by such
Initial Purchaser with respect to the offering of the Securities exceeds the
amount of any damages that such Initial Purchaser 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 


 


33

















 


Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers’ obligations to contribute pursuant
to this Section 7 are several in proportion to their respective purchase
obligations hereunder and not joint.


 


(f)                                    Non-Exclusive Remedies. The remedies
provided for in this Section 7 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.


 


8.                                       Termination.
This Agreement may be terminated in the absolute discretion of the
Representative, by notice to the Issuer, if after the execution and delivery of
this Agreement and on or prior to the Closing Date (i) trading generally
shall have been suspended or materially limited on the New York Stock Exchange
or the over-the-counter market; (ii) trading of any securities issued or
guaranteed by the Issuer, NSI or any of the Guarantors shall have been
suspended on any exchange or in any over-the-counter market; (iii) a
general moratorium on commercial banking activities shall have been declared by
federal or New York State authorities; or (iv) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or
any calamity or crisis, either within or outside the United States, that, in
the judgment of the Representative, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery, of
the Securities on the terms and in the manner contemplated by this Agreement,
the Time of Sale Information and the Offering Memorandum.


 


9.                                       Defaulting
Initial Purchaser. (a)  If, on the Closing Date, any Initial Purchaser defaults on its obligation to
purchase the Securities that it has agreed to purchase hereunder, the
non-defaulting Initial Purchasers may in their discretion arrange for the
purchase of such Securities by other persons satisfactory to the Issuer on the
terms contained in this Agreement. If, within 24 hours after any such default
by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange
for the purchase of such Securities, then the Issuer shall be entitled to a
further period of 24 hours within which to procure other persons satisfactory
to the non-defaulting Initial Purchasers to purchase such Securities on such
terms. If other persons become obligated or agree to purchase the Securities of
a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or
the Issuer may postpone the Closing Date for up to three full business
days in order to effect any changes that in the opinion of counsel for the
Issuer or counsel for the Initial Purchasers may be necessary in the Time
of Sale Information, the Offering Memorandum or in any other document or
arrangement, and the Issuer agrees to promptly prepare any amendment or
supplement to the Time of Sale Information or the Offering Memorandum that
effects any such changes. As used in this Agreement, the term “Initial
Purchaser” includes, for all purposes of this Agreement unless the context
otherwise requires, any person not listed in Schedule 1 hereto
that, pursuant to this Section 9, purchases Securities that a defaulting
Initial Purchaser agreed but failed to purchase.


 


(b)                                 If,
after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting
Initial Purchasers and the Issuer as provided in paragraph (a) above, the
aggregate principal amount of such Securities that remains unpurchased does not
exceed one-eleventh of the aggregate principal amount of all the Securities,
then the Issuer shall have the right to require each non-defaulting Initial
Purchaser to 


 


34

















 


purchase the principal amount
of Securities that such Initial Purchaser agreed to purchase hereunder plus
such Initial Purchaser’s pro  rata share (based on the principal
amount of Securities that such Initial Purchaser agreed to purchase hereunder)
of the Securities of such defaulting Initial Purchaser or Initial Purchasers
for which such arrangements have not been made.


 


(c)                                  If,
after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting
Initial Purchasers and the Issuer as provided in paragraph (a) above, the
aggregate principal amount of such Securities that remains unpurchased exceeds
one-eleventh of the aggregate principal amount of all the Securities, or if the
Issuer shall not exercise the right described in paragraph (b) above, then
this Agreement shall terminate without liability on the part of the
non-defaulting Initial Purchasers. Any termination of this Agreement pursuant
to this Section 9 shall be without liability on the part of the
Issuer, NSI or the Guarantors, except that the Issuer and each of the
Guarantors will continue to be liable for the payment of expenses as set forth
in Section 10 hereof and except that the provisions of Section 7
hereof shall not terminate and shall remain in effect.


 


(d)                                 Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability
it may have to the Issuer, its affiliates or any non-defaulting Initial
Purchaser for damages caused by its default.


 


10.                                 Payment
of Expenses. (a)  Whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated, the Issuer and each
of the Guarantors jointly and severally agree to pay or cause to be paid all
costs and expenses incident to the performance of their respective obligations
hereunder, including without limitation, (i) the costs incident to the
authorization, issuance, sale, preparation and delivery of the Securities and,
as applicable, the Exchange Securities and any taxes payable in that
connection; (ii) the costs incident to the preparation and printing of the
Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer
Written Communication and the Offering Memorandum (including any amendment or
supplement thereto) and the distribution thereof; (iii) the costs of
reproducing and distributing each of the Transaction Documents; (iv) the
fees and expenses of the Issuer’s, NSI’s and the Guarantors’ counsel and
independent accountants; (v) the fees and expenses incurred in connection
with the registration or qualification and determination of eligibility for
investment of the Securities under the laws of such jurisdictions as the
Representative may designate and the preparation, printing and
distribution of a Blue Sky Memorandum (including the related reasonable fees
and expenses of one counsel for the Initial Purchasers in connection
therewith); (vi) any fees charged by rating agencies for rating the
Securities; (vii) the fees and expenses of the Trustee and any paying
agent (including related fees and expenses of any counsel to such parties); (viii) all
expenses and application fees incurred in connection with the application for
the inclusion of the Securities on the PORTAL Market and the approval of the
Securities for book-entry transfer by DTC; (ix) all expenses incurred by
the Issuer in connection with any “road show” presentation to potential
investors; and (x) the costs of creating and perfecting the security
interests as contemplated by the Security Agreements (including the related
reasonable costs of counsel for the Initial Purchasers in connection therewith)
and the fees and expenses of the Collateral Agents (including the reasonable
fees and expenses of their professional advisors). It is understood, however,
that except as provided in this Section, Section 7 and Section 9, the
Initial Purchasers will pay all of their costs and 


 


35

















 


expenses, including the fees
and expenses of their counsel and any advertising expenses connected with any
offers they may make.


 


(b)                                 If
(i) this Agreement is terminated pursuant to Section 8, (ii) the
Issuer for any reason fails (other than by reason of a breach of this Agreement
by the Initial Purchasers) to tender the Securities for delivery to the Initial
Purchasers or (iii) the Initial Purchasers decline to purchase the
Securities for any reason permitted under this Agreement, the Issuer and each
of the Guarantors jointly and severally agree to reimburse the Initial
Purchasers for all out-of-pocket costs and expenses (including the fees and
expenses of their counsel) reasonably incurred by the Initial Purchasers in
connection with this Agreement and the offering contemplated hereby.


 


11.                                 Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit
of and be binding upon (a) the parties hereto and their respective
successors and any controlling persons referred to herein and (b)(i) the
affiliates, officers and directors of each Initial Purchaser and (ii) the
officers and directors of the Issuer and each of the Guarantors, in the case of
clauses (b)(i) and (b)(ii) above, referred to in Section 7
hereof. Nothing in this Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein. No purchaser of Securities
from any Initial Purchaser shall be deemed to be a successor merely by reason
of such purchase.


 


12.                                 Survival.
The respective indemnities, rights of contribution, representations, warranties
and agreements of the Issuer, Novamerican Steel and each of the Guarantors and
the Initial Purchasers contained in this Agreement or made by or on behalf of
the Issuer, Novamerican Steel, the Guarantors or the Initial Purchasers
pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination of this Agreement or any
investigation made by or on behalf of the Issuer, Novamerican Steel, the
Guarantors or the Initial Purchasers.


 


13.                                 Certain
Defined Terms. For purposes of this Agreement, (a) except where
otherwise expressly provided, the term “affiliate” has the meaning set forth in
Rule 405 under the Securities Act; (b) the term “business day” means
any day other than a day on which banks are permitted or required to be closed
in New York City; (c) the term “Exchange Act” means the Securities
Exchange Act of 1934, as amended; (d) the term “subsidiary” has the
meaning set forth in Rule 405 under the Securities Act; and (e) the
term “written communication” has the meaning set forth in Rule 405 under
the Securities Act.


 


14.                                 Consent
to Jurisdiction. Any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby (the “Related
Proceedings”) may be instituted in the federal courts of the United
States located in the City and County of New York or the courts of the State of
New York in each case located in the City and County of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the
exclusive jurisdiction (except for suits, actions, or proceedings instituted in
regard to the enforcement of a judgment of any Specified Court in a Related
Proceeding (each such judgment, a “Related Judgment”), as to which such
jurisdiction is non-exclusive) of the Specified Courts in any Related
Proceeding. Service of any process, summons, notice or document by mail to such



 


36

















 


party’s address set forth below
shall be effective service of process for any Related Proceeding brought in any
Specified Court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any Specified Proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or
claim in any Specified Court that any Related Proceeding brought in any
Specified Court has been brought in an inconvenient forum. Each party not
located in the United States irrevocably appoints CT Corporation System as its
agent to receive service of process or other legal summons for purposes of any
Related Proceeding that may be instituted in any Specified Court.


 


15.                                 Waiver
of Immunity. With respect to any Related Proceeding, each party irrevocably
waives, to the fullest extent permitted by applicable law, all immunity
(whether on the basis of sovereignty or otherwise) from jurisdiction, service
of process, attachment (both before and after judgment) and execution to which
it might otherwise be entitled in the Specified Courts and, with respect to any
Related Judgment, each party waives any such immunity in the Specified Courts
or any other court of competent jurisdiction and will not raise or claim or
cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.


 


16.                                 Judgment
Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than U.S.
dollars, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Initial Purchasers could purchase U.S.
dollars with such other currency in New York City on the business day preceding
that on which final judgment is given. The obligations of the Issuer,
Novamerican Steel and each Guarantor in respect of any sum due from them to any
Initial Purchaser shall, notwithstanding any judgment in any currency other
than U.S. dollars, not be discharged until the first business day, following
receipt by such Initial Purchaser of any sum adjudged to be so due in such
other currency, on which (and only to the extent that) such Initial Purchaser may in
accordance with normal banking procedures purchase U.S. dollars with such other
currency; if the U.S. dollars so purchased are less than the sum originally due
to such Initial Purchaser hereunder, the Issuer, Novamerican Steel and each
Guarantor agree, as a separate obligation and notwithstanding any such
judgment, to indemnify such Initial Purchaser against such loss. If the U.S.
dollars so purchased are greater than the sum originally due to such Initial
Purchaser hereunder, such Initial Purchaser agrees to pay to the Issuer,
Novamerican Steel and the Guarantors (but without duplication) an amount equal
to the excess of the U.S. dollars so purchased over the sum originally due to
such Initial Purchaser hereunder.


 


17.                                 Miscellaneous.
(a)  Authority of the Representative. Any
action by the Initial Purchasers hereunder may be taken by J.P. Morgan
Securities Inc. on behalf of the Initial Purchasers, and any such action taken
by J.P. Morgan Securities Inc. shall be binding upon the Initial Purchasers.


 


Notices.
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted and confirmed by any
standard form of telecommunication. Notices to the Initial Purchasers
shall be given to the Representative c/o J.P. Morgan Securities Inc., 270 Park
Avenue, New York, New York 10017 (fax: 
(212)-270-1063); 


 


37

















 


Attention:
Timothy Collins. Notices to the Issuer, Novamerican Steel and the Guarantors
shall be given to them at Symmetry Holdings Inc., 28 West 44th Street, 16th
Floor, New York, New York 10036, (fax: (646)-429-1541); Attention: General
Counsel.


 


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


 


(c)                                  Counterparts. This Agreement may be
signed in counterparts (which may include counterparts delivered by any
standard form of telecommunication), each of which shall be an original
and all of which together shall constitute one and the same instrument.


 


(d)                                 Amendments or Waivers. No amendment or
waiver of any provision of this Agreement, nor any consent or approval to any
departure therefrom, shall in any event be effective unless the same shall be
in writing and signed by the parties hereto.


 


(e)                                  Headings. The headings herein are included
for convenience of reference only and are not intended to be part of, or
to affect the meaning or interpretation of, this Agreement.


 


38

















 


If the
foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL FINCO INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYMMETRY HOLDINGS INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Domenico Lepore

  
	
   

  	
   

  	
  Name: Domenico Lepore

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL HOLDINGS INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  



 


 


Accepted:  November 14, 2007


 


J.P. MORGAN SECURITIES INC.


 


For itself and on behalf of the

several Initial Purchasers listed

in Schedule 1 hereto.


 


 


	
  By

  	
  /s/ David A. Dwyer

  	
   

  	 

	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
  David A.
  Dwyer

  	
   

  
	
   

  	
  Executive
  Director

  	
   

  



 


39
















 


Schedule 1


 


	
  Initial Purchaser

  	
   

  	
  Principal Amount

  	
   

  
	
  J.P. Morgan Securities Inc.

  	
   

  	
  $

  	
  210,010,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CIBC World Markets Corp.

  	
   

  	
  $

  	
  104,989,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  315,000,000.00

  	
   

  



 

















 


Schedule 2


 


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


 

















 


Schedule 3(a)


 


Mortgaged
Properties


 


One West Albany Drive, Colonie (Albany), NY


 


11111 Leadbetter Road, Hanover Industrial Park, Ashland, VA


 


27 Elm Street, Auburn, MA


 


197 Dexter Street, Cumberland, RI


 


2751 Spring Garden Drive, Lower Swatara Township, Dauphin County, PA


 


419/425 Homestead Avenue, Hartford, CT


 


1080/1050 University Avenue, Norwood, MA


 


115 Wallace Avenue, South Portland, ME


 


4601 Crown Road, Clay (Syracuse), NY


 


600 Dean Sievers Place, Falls Township, Buck County, PA


 


1195 Port Road, Jeffersonville, IN


 

















 


Schedule 3(b)


 


Filing
Jurisdictions


 




	
  No. of

  Properties

  	
   

  	
  STATE

  	
   

  	
  COUNTY/TOWN

  	
   

  
	
  1

  	
   

  	
  Connecticut

  	
   

  	
  City of
  Hartford

  	
   

  
	
  1

  	
   

  	
  Indiana

  	
   

  	
  Clark

  	
   

  
	
  1

  	
   

  	
  Maine

  	
   

  	
  Cumberland

  	
   

  
	
  2

  	
   

  	
  Massachusetts

  	
   

  	
  Norfolk

  Worcester

  	
   

  
	
  2

  	
   

  	
  New York

  	
   

  	
  Albany

  Onondaga

  	
   

  
	
  2

  	
   

  	
  Pennsylvania

  	
   

  	
  Bucks

  Dauphin

  	
   

  
	
  1

  	
   

  	
  Rhode island

  	
   

  	
  Town of
  Cumberland

  	
   

  
	
  1

  	
   

  	
  Virginia

  	
   

  	
  Hanover

  	
   

  






 

















 


Schedule 3(c)


 


Canadian
Mortgaged Properties


 


1.                                       830
South Service Road, Stoney Creek, Ontario


2.                                       553
Léon Harmel Street, Granby, Québec


3.                                       424
St.-Vallier Street, Granby, Québec


4.                                       50
Pacifique Street East, Bromont, Québec


 

















 


Schedule 3(d)


 


Canadian Mortgage
Jurisdictions


 


1.                                       Ontario


2.                                       Quebec


 

















 


Schedule 4


 


Joining
Parties


 


Integrated Steel Industries, Inc.


 


American Steel and Aluminum Corporation


 


Nova Tube and Steel, Inc.


 


Novamerican Tube Holdings, Inc.


 


Nova Tube Indiana, LLC


 


Novamerican Steel Inc.


 

















 


Schedule 5(a)


 


Subsidiaries
of NSI


 


Prior to commencement of the Transactions:


 


156499 Canada Inc., a Canadian corporation


 


McKendwell Investments Inc., a Canadian corporation


 


165948 Canada Inc., a Canadian corporation


 


Nova Steel Ltd., a Canadian corporation — Acier Nova Ltée


 


Acier Metco Inc., a Quebec company


 


Integrated Steel Industries, Inc., a Delaware corporation


 


Nova Tube Inc., a Québec company
— Tube Nova Inc.


 


Nova Tube Ontario Inc., a Canadian corporation — Tube Nova Ontario Inc.


 


Cresswell Industries Inc., a Canadian corporation — Industries
Cresswell Inc.


 


Nova Steel Processing Centre Ltd., a Canadian corporation — Centre de
Traitement Aeier Nova Ltée


 


Argo Steel Ltd., a Québec company — Acier Argo Ltée


 


Hencorp LLC, a Delaware limited liability company


 


Chriscorp ULC, a Nova Scotia unlimited liability company


 


Delta Tube Inc., a Québec company  that is 60%
owned by Nova Steel Ltd. — Tubes Delta Inc.


 


Tubes Delta, Société en Commandite, a Québec limited partnership that
is 60% owned by Nova Steel Ltd. and of which Delta Tube Inc. is the General
Partner — Delta Tube and Company Limited


 


American Steel and Aluminum Corporation, a Massachusetts corporation


 


Nova Tube and Steel, Inc., a Delaware corporation


 


Novamerican Tube Holdings, Inc. (Placements Novamerican Tube
Inc.), a Delaware corporation


 


Annaco General Partnership, a Delaware general partnership


 


Nova Tube Indiana, LLC, a Delaware limited liability company


 

















 


4421591 Canada Inc., a Canadian corporation


 


48

















 


Schedule 5(b)


 


Subsidiaries
of the Issuer


 


1.                                       Prior
to the consummation of the Transactions:


 


632421 N.B. Ltd., a New Brunswick corporation


 


632422 N.B. Ltd., a New Brunswick corporation


 


2.                                       After
consummation of the Transactions:


 


Integrated Steel Industries, Inc., a
Delaware corporation


 


American Steel and Aluminum Corporation, a
Massachusetts corporation


 


Nova Tube and Steel, Inc., a Delaware
corporation


 


Novamerican Tube Holdings, Inc., a
Delaware corporation


 


Nova Tube Indiana, LLC, a Delaware limited
liability company


 


Novamerican Steel Inc., a Canadian
corporation


 


632422 N.B. Ltd., a New Brunswick corporation


 


Delta Tube Inc., a Québec company that will
be 60% owned by Novamerican Steel Inc. — Tubes Delta Inc.


 


Tubes Delta, Société en Commandite, a Québec
limited partnership that will be 60% owned by Novamerican Steel Inc. and of
which Delta Tube Inc. is the General Partner — Delta Tube and Company
Limited


 


3217928 Nova Scotia Company


 


3217930 Nova Scotia Company


 


3218088 Nova Scotia Company


 


Acier Metco Inc., a Quebec company


 


4421591 Canada Inc., a Canadian corporation


 


Argo Steel Ltd., a Québec company


 


Nova Tube Inc., a Québec company


 

















 


Hencorp LLC, a Delaware limited liability
company


 


50

















 


Schedule 5(c)


 


Subsidiaries
of Symmetry


 


1.                                       Prior
to consummation of the Transactions:


 


Novamerican Steel Holdings Inc., a Delaware
corporation


 


Novamerican Steel Finco Inc., a Delaware
corporation


 


All subsidiaries of the Issuer listed in Schedule 5(b)(1)


 


2.                                       After
consummation of the Transactions:


 


Novamerican Steel Holdings Inc., a Delaware
corporation


 


Novamerican Steel Finco Inc., a Delaware
corporation


 


All subsidiaries of the Issuer listed in Schedule 5(b)(2)


 

















 


ANNEX A


 


Additional
Time of Sale Information


 


1.                                       Term sheet
containing the terms of the securities, substantially in the form of Annex
B.


 


2.                                       Electronic Road
Show Presentation, dated November 2, 2007. 


 

















 


ANNEX B


 


Novamerican
Steel Finco Inc.


 


Pricing Term
Sheet


 


	
  Issuer:

  	
   

  	
  Novamerican Steel Finco Inc.

  	
   

  
	
  Security Description:

  	
   

  	
  Senior Secured Notes

  	
   

  
	
  Distribution:

  	
   

  	
  144A/RegS w/ Registration Rights

  	
   

  
	
  Face:

  	
   

  	
  $315,000,000 

  	
   

  
	
  Gross Proceeds:

  	
   

  	
  $315,000,000

  	
   

  
	
  Net Proceeds to Issuer:

  	
   

  	
  $305,550,000

  	
   

  
	
  Coupon:

  	
   

  	
  11.50%

  	
   

  
	
  Maturity:

  	
   

  	
  November 15, 2015

  	
   

  
	
  Offering Price:

  	
   

  	
  The initial purchasers may offer the notes from time to time, in the
  over-the-counter market or through negotiated transactions at market prices
  or negotiated prices. 

  	
   

  
	
  Benchmark:

  	
   

  	
  UST 4.5% due 11/15/2015

  	
   

  
	
  Ratings:

  	
   

  	
  B3/B-

  	
   

  
	
  Interest Pay Dates:

  	
   

  	
  November 15 and May 15

  	
   

  
	
  Beginning:

  	
   

  	
  May 15, 2008

  	
   

  
	
  Equity Clawback:

  	
   

  	
  Up to 35% at 111.50%

  	
   

  
	
  Until:

  	
   

  	
  November 15, 2010

  	
   

  
	
  Optional redemption:

  	
   

  	
  On or
  after:

  	
   

  	
  Price:

  	
   

  
	
   

  	
   

  	
  November 15, 2011

  	
   

  	
  105.750

  	
  %

  
	
   

  	
   

  	
  November 15, 2012

  	
   

  	
  102.875

  	
  %

  
	
   

  	
   

  	
  November 15, 2013 and thereafter

  	
   

  	
  100.000

  	
  %

  
	
  Change of control:

  	
   

  	
  Put @ 101% of principal plus accrued interest

  	
   

  
	
  Trade Date:

  	
   

  	
  November 14, 2007

  	
   

  
	
  Settlement Date:

  	
  (T+1)

  	
  November 15, 2007

  	
   

  
	
  CUSIP:

  	
   

  	
  144A:  66987YAA1

  	
   

  
	
   

  	
   

  	
  Reg S:  U6695TAA8

  	
   

  
	
  ISIN:

  	
   

  	
  USU6695TAA89

  	
   

  
	
  Denominations:

  	
   

  	
  2,000x1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bookrunners:          

  	
   

  	
  JPMorgan

  	
   

  
	
   

  	
   

  	
  CIBC World Markets

  	
   

  
	
  Comments:

  	
   

  	
   

  	
   

  
	
  Certain U.S. federal income tax matters: 

  	
   

  	
  The notes may be issued with original issue discount (“OID”) in an
  amount equal to the difference between their principal amount and their issue
  price. The “issue price” of each Note will be the first price at which a
  substantial amount of the notes is sold (other than to an underwriter,

  	
   

  



 

















 


	
   

  	
   

  	
  placement agent or wholesaler). To the extent there is any OID, Note
  holders generally will be required to include such OID in
  gross income as it accrues, in advance of the receipt of cash attributable to
  that income and regardless of the holder’s regular method of accounting for
  U.S. federal income tax purposes.

   

  For a summary of certain U.S. federal income tax consequences of the
  purchase, ownership and disposition of the notes, you are encouraged to read
  “Certain U.S. federal income tax consequences” attached to this Pricing Term
  Sheet as Annex A. The information included in Annex A to this Pricing Term
  Sheet supersedes and replaces in its entirety the information set forth under
  the caption “Certain U.S. federal income tax consequences” in the Preliminary
  Offering Memorandum. 

  	
   

  



 


Capitalized terms used but not defined in this term sheet have the
meanings assigned to such terms in the Issuer’s Preliminary Offering Memorandum
dated October 29, 2007 (the “Preliminary Offering Memorandum”).


 


The notes have not been registered under the U.S. Securities Act of
1933, as amended, and are being offered only to qualified institutional buyers
under Rule 144A and outside the United States in compliance with
Regulation S.


 


This term sheet is qualified in its entirety by reference to the
Preliminary Offering Memorandum. The information in this term sheet supplements
the Preliminary Offering Memorandum and supersedes the information in the
Preliminary Offering Memorandum to the extent inconsistent with the information
in the Preliminary Offering Memorandum.


 

















 


ANNEX A


 


Certain U.S. federal income tax consequences


 


To ensure
compliance with Internal Revenue Service Circular 230, you are hereby notified
that any discussion of tax matters set forth in this offering memorandum was
written in connection with the promotion or marketing of the transactions or
matters addressed herein and was not intended or written to be used, and cannot
be used by any prospective investor, for the purpose of avoiding tax-related
penalties under federal, state or local tax law. Each prospective investor
should seek advice based on its particular circumstances from an independent
tax advisor.


 


The following is a summary of
certain U.S. federal income tax consequences of the purchase, ownership and
disposition of the notes as of the date hereof. Except where noted, this
summary deals only with notes that are held as capital assets by holders who
purchase the notes for cash upon original issuance at their initial offering
price. As used herein, a “U.S. holder” means a beneficial owner of the notes
that is for U.S. federal income tax purposes any of the following:


 


•                                          an individual
citizen or resident of the United States;


 


•                                          a
corporation (or any other entity treated as a corporation for U.S. federal
income tax purposes) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;


 


•                                          an estate
the income of which is subject to U.S. federal income taxation regardless of
its source; or


 


•                                          a trust if
it (1) is subject to the primary supervision of a court within the United
States and one or more United States persons have the authority to control all
substantial decisions of the trust or (2) has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person.


 


The term “non-U.S. holder” means a
beneficial owner of the notes (other than a partnership or any other entity treated
as a partnership for U.S. federal income tax purposes) that is not a U.S.
holder.


 


This summary does not represent a
detailed description of the U.S. federal income tax consequences applicable to
you if you are a person subject to special tax treatment under the U.S. federal
income tax laws, including, without limitation:


 


•                                          a dealer in
securities or currencies;


 


•                                          a financial
institution;


 


•                                          a regulated
investment company;


 


•                                          a real
estate investment trust;


 


•                                          a
tax-exempt organization;


 


•                                          an insurance
company;


 

















 


•                                          a person
holding the notes as part of a hedging, integrated, conversion or constructive
sale transaction or a straddle;


 


•                                          a trader in
securities that has elected the mark-to-market method of accounting for your
securities;


 


•                                          a person liable
for alternative minimum tax;


 


•                                          a
partnership or other pass-through entity for U.S. federal income tax purposes;


 


•                                          a U.S.
holder whose “functional currency” is not the U.S. dollar;


 


•                                          a
controlled foreign corporation;


 


•                                          a passive
foreign investment company; or


 


•                                          a U.S.
expatriate.


 


This summary is based on the
Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury
regulations, administrative rulings and judicial decisions as of the date
hereof. Those authorities may be changed, possibly on a retroactive basis, so
as to result in U.S. federal income tax consequences different from those
summarized below.


 


If a partnership (including any
entity classified as a partnership for U.S. federal income tax purposes) holds
notes, the tax treatment of a partner will generally depend upon the status of
the partner and the activities of the partnership. If you are a partnership or
a partner in a partnership holding notes, you should consult your own tax
advisors.


 


This summary does not represent a
detailed description of the U.S. federal income tax consequences to you in
light of your particular circumstances and does not address the effects of any
state, local or non-United States tax laws. It is not intended to be, and
should not be construed to be, legal or tax advice to any particular purchaser
of notes. If you are considering the
purchase of notes, you should consult your own tax advisors concerning the
particular U.S. federal income tax consequences to you of the ownership of the
notes, as well as the consequences to you arising under the laws of any other
taxing jurisdiction.


 


Certain tax
consequences to U.S. holders


 


The following is a summary of
certain U.S. federal income tax consequences that will apply to U.S. holders of
the notes.


 


Payments of
interest


 


Except as set forth below,
qualified stated interest on a note will generally be taxable to you as
ordinary income at the time it is paid or accrued in accordance with your
method of accounting for tax purposes. If the notes are not issued with more
than a de minimis amount at original issue discount (“OID”), as described
below, all the interest payable on the notes will be qualified stated interest.


 


Original issue
discount


 


Depending
upon the issue price of the notes, the notes may be issued with OID in an
amount equal to the difference between their “stated redemption price at
maturity” (the sum of all payments to be made


 

















 


on the
notes other than “qualified stated interest”) and their “issue price.” You
should be aware that you generally must include OID in gross income in advance
of the receipt of cash attributable to that income. OID is considered de
minimis if the total OID is less than twenty-five basis points (.25%),
multiplied by the number of full years from the issue date to the maturity date
of the Note. However, you generally will not be required to include separately
in income cash payments received on the notes, even if denominated as interest,
to the extent such payments do not constitute “qualified stated interest” (as
defined below).


 


This
summary is based upon final Treasury regulations addressing debt instruments
issued with OID.


 


The
“issue price” of each note will be the first price at which a substantial
amount of that particular offering is sold (other than to an underwriter,
placement agent or wholesaler). The term “qualified stated interest” means
stated interest that is unconditionally payable in cash or in property (other
than debt instruments of the issuer), and meet all of the following conditions:


 


•                                          it is
payable at least once per year;


 


•                                          it is
payable over the entire term of the note; and


 


•                                          it is
payable at a single fixed rate or, subject to certain conditions, based on one
or more interest indices.


 


The
stated interest payments on the notes are qualified stated interest.


 


The
amount of OID that you must include in income if you are the initial U.S.
holder of a note is the sum of the “daily portions” of OID with respect to the
note for each day during the taxable year or portion of the taxable year in
which you held such note (“accrued OID”). The daily portion is determined by
allocating to each day in any “accrual period” a pro rata portion of the OID
allocable to that accrual period. The “accrual period” for a note may be of any
length and may vary in length over the term of the note, provided that each
accrual period is no longer than one year and each scheduled payment of
principal or interest occurs on the first day or the final day of an accrual
period. The amount of OID allocable to any accrual period is an amount equal to
the excess, if any, of:


 


•                                          the product
of the note’s adjusted issue price at the beginning of such accrual period and
its yield to maturity (determined on the basis of compounding at the close of
each accrual period and properly adjusted for the length of the accrual
period), over


 


•                                          the
aggregate of all qualified stated interest allocable to the accrual period.


 


OID
allocable to a final accrual period is the difference between the amount
payable at maturity (other than a payment of qualified stated interest) and the
adjusted issue price at the beginning of the final accrual period. Special
rules will apply for calculating OID for an initial short accrual period. The
“adjusted issue price” of a note at the beginning of any accrual period is
equal to its issue price increased by the accrued OID for each prior accrual
period and reduced by any payments made on such note (other than qualified
stated interest) on or before the first day of the accrual period. Under these
rules, you will have to include in income increasingly greater amounts of OID
in successive accrual periods. We are required to provide information returns
stating the amount of OID accrued on notes held of record by persons other than
corporations and other exempt holders.


 


You may
elect to treat all interest on a note as OID and calculate the amount
includible in gross income under the constant yield method described above. The
election is to be made for the taxable


 

















 


year in
which you acquired the note, and may not be revoked without the consent of the
Internal Revenue Service (“IRS”). You should consult with your own tax advisors
about this election.


 


Sale, exchange,
retirement, or other taxable disposition of notes


 


Upon the sale, exchange,
retirement, or other taxable disposition of a note, you generally will
recognize gain or loss equal to the difference between the amount realized upon
the sale, exchange, retirement, or other taxable disposition (less an amount
equal to any accrued qualified stated interest that you did not previously
include in income, which will be taxable as interest income) and the adjusted
tax basis of the note. Your adjusted tax basis in a note will, in general, be
your cost for the note increased by the amount of OID, if any  previously included in income.


 


Any gain or loss you recognize will
be capital gain or loss and will be long-term capital gain or loss if at the
time of sale, exchange, retirement or other disposition, the note has been held
for more than one year. Capital gains of noncorporate U.S. holders (including
individuals) derived with respect to capital assets held for more than one year
are eligible for reduced rates of taxation. The deductibility of capital losses
is subject to limitations.


 


Certain tax
consequences to non-U.S. holders


 


The following is a summary of
certain U.S. federal income tax consequences that will apply to non-U.S.
holders of notes.


 


U.S. federal
withholding tax


 


The 30% U.S. federal withholding
tax will not apply to any payment of interest (including OID, if applicable) on
the notes under the “portfolio interest rule,” provided that:


 


•                                          interest
paid on the notes is not effectively connected with your conduct of a trade or
business in the United States;


 


•                                          you do not
actually (or constructively) own 10% or more of the total combined voting power
of all classes of our voting stock within the meaning of the Code and
applicable United States Treasury regulations;


 


•                                          you are not
a controlled foreign corporation that is related to us actually or
constructively through stock ownership;


 


•                                          you are not
a bank whose receipt of interest on the notes is described in Section
881(c)(3)(A) of the Code; and


 


•                                          either (a)
you provide your name and address on an IRS Form W-8BEN (or other applicable
form), and certify, under penalties of perjury, that you are not a United
States person as defined under the Code or (b) you hold your notes through
certain foreign intermediaries and satisfy the certification requirements of
applicable United States Treasury regulations. Special certification rules
apply to non-U.S. holders that are pass-through entities rather than
corporations or individuals.


 


If you cannot satisfy the
requirements described above, payments of interest (including OID, if
applicable) made to you will be subject to the 30% U.S. federal withholding
tax, unless you provide us with a properly executed:


 

















 


•                                          IRS Form
W-8BEN (or other applicable form) certifying an exemption from or reduction in
withholding under the benefit of an applicable income tax treaty; or


 


•                                          IRS Form
W-8ECI (or other applicable form) certifying interest paid on the notes is not
subject to withholding tax because it is effectively connected with your
conduct of a trade or business in the United States (as discussed below under
“—U.S. federal income tax”).


 


The 30% U.S. federal withholding
tax generally will not apply to any payment of principal or gain that you
realize on the sale, exchange, retirement or other disposition of a note.


 


U.S. federal
income tax


 


If you are engaged in a trade or
business in the United States and interest (including OID, if applicable) on
the notes is effectively connected with the conduct of that trade or business
(and, if required by an applicable income tax treaty, is attributable to a
United States permanent establishment), then you will be subject to U.S.
federal income tax on that interest (including OID, if applicable)on a net
income basis (although you will be exempt from the 30% U.S. federal withholding
tax, provided the certification requirements discussed above in “—U.S. federal
withholding tax” are satisfied) in generally the same manner as if you were a
United States person as defined under the Code. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30%
(or lower applicable income tax treaty rate) of such interest (including OID,
if applicable), subject to adjustments.


 


Any gain realized on the
disposition of a note generally will not be subject to U.S. federal income tax
unless:


 


•                                          the gain is
effectively connected with your conduct of a trade or business in the United
States (and, if required by an applicable income tax treaty, is attributable to
a United States permanent establishment); or


 


•                                          you are an
individual who is present in the United States for 183 days or more in the
taxable year of that disposition, and certain other conditions are met.


 


Information
reporting and backup withholding


 


U.S. holders


 


In general, information reporting
requirements will apply to certain payments of principal and interest (including
OID, if applicable) paid on the notes and to the proceeds of the sale or other
disposition of a note paid to you (unless you are an exempt recipient such as a
corporation). Backup withholding may apply to such payments if you fail to
provide a taxpayer identification number or a certification that you are not
subject to backup withholding, or if you fail to report in full dividend and
interest income.


 


Backup withholding is not an
additional tax and any amounts withheld under the backup withholding rules may
be allowed as a refund or a credit against your U.S. federal income tax
liability provided the required information is timely furnished to the IRS.


 


Non-U.S. holders


 


Generally, we must report to the
IRS and to you the amount of interest (including OID, if applicable) paid to
you and the amount of tax, if any, withheld with respect to those payments.
Copies of the


 

















 


information returns reporting such
interest payments and any withholding may also be made available to the tax
authorities in the country in which you reside under the provisions of an
applicable income tax treaty.


 


In general, you will not be subject
to backup withholding with respect to payments of interest (including OID, if
applicable) on the notes that we make to you provided that we do not have
actual knowledge or reason to know that you are a United States person as
defined under the Code, and we have received from you the required
certification that you are a non-U.S. holder described above in the fifth
bullet point under “—Certain tax consequences to non-U.S. holders—U.S. federal
withholding tax.”


 


Information reporting and,
depending on the circumstances, backup withholding will apply to the proceeds
of a sale or other disposition (including a redemption) of notes within the
United States or conducted through certain United States-related financial
intermediaries, unless you certify to the payor under penalties of perjury that
you are a non-U.S. holder (and the payor does not have actual knowledge or
reason to know that you are a United States person as defined under the Code),
or you otherwise establish an exemption.


 


Backup withholding is not an
additional tax and any amounts withheld under the backup withholding rules may
be allowed as a refund or a credit against your U.S. federal income tax
liability provided the required information is timely furnished to the IRS.


 

















 


ANNEX C


 


Restrictions
on Offers and Sales Outside the United States(1)


 


In connection with offers and sales of
Securities outside the United States:


 


(a)                                  Each Initial
Purchaser acknowledges that the Securities have not been registered under the
Securities Act and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in transactions not subject to, the registration
requirements of the Securities Act.


 


(b)                                 Each Initial
Purchaser, severally and not jointly, represents, warrants and agrees that:


 


(i)                                     Such
Initial Purchaser has offered and sold the Securities, and will offer and sell
the Securities, (A) as part of their distribution at any time and (B) otherwise
until 40 days after the later of the commencement of the offering of the
Securities and the Closing Date, only in accordance with Regulation S or Rule 144A
or any other available exemption from registration under the Securities Act.


 


(ii)                                  None
of such Initial Purchaser or any of its affiliates or any other person acting
on its or their behalf has engaged or will engage in any directed selling
efforts with respect to the Securities, and all such persons have complied and
will comply with the offering restrictions requirement of Regulation S.


 


(iii)                               At
or prior to the confirmation of sale of any Securities sold in reliance on
Regulation S, such Initial Purchaser will have sent to each distributor, dealer
or other person receiving a selling concession, fee or other remuneration that
purchase Securities from it during the distribution compliance period a
confirmation or notice to substantially the following effect:


 


“The Securities covered hereby have not been
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later of the
commencement of the offering of the Securities and the date of original
issuance of the Securities, except in accordance with Regulation S or Rule 144A
or any other available exemption from registration under the Securities Act. Terms
used above have the meanings given to them by Regulation S.”


 






(1)          Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Purchase Agreement (the “Purchase
Agreement”) to which this Annex C is attached.


 

















 


(iv)                              Such
Initial Purchaser has not and will not enter into any contractual arrangement
with any distributor with respect to the distribution of the Securities, except
with its affiliates or with the prior written consent of the Issuer.


 


(v)                                 Such
Initial Purchaser has not solicited and will not solicit offers for the
Securities from, and will not offer the Securities to, or for the account or
benefit of, a resident of Canada or within Canada, except those persons that
the Initial Purchaser reasonably believes are “accredited investors” (as
defined under Canadian Securities Laws), provided, further, that in the cause
of this clause (v), in purchasing such Securities such persons are deemed to
have so represented and agreed as provided under the caption “Representation
and Agreement by Purchasers” contained in the Canadian Offering Memorandum.


 


Terms used in paragraph (a) and this
paragraph (b) and not otherwise defined in this Agreement have the
meanings given to them by Regulation S.


 


(c)                                  Each Initial
Purchaser, severally and not jointly, represents, warrants and agrees that:


 


(i)                                     it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the United Kingdom Financial
Services and Markets Act 2000 (the “FSMA”)) received by it in connection
with the issue or sale of any Securities in circumstances in which Section 21(1) of
the FSMA does not apply to the Issuer or the Guarantors; and


 


(ii)                                  it
has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom.


 


(d)                                 Each Initial Purchaser
acknowledges that no action has been or will be taken by the Issuer that would
permit a public offering of the Securities, or possession or distribution of
any of the Time of Sale Information, the Offering Memorandum, any Issuer
Written Communication or any other offering or publicity material relating to
the Securities, in any country or jurisdiction where action for that purpose is
required.


 


(e)                                  In connection
with  offers and sales in Canada, the
Initial Purchasers represent and warrant, severally and not jointly, (A) that
they will not offer, sell or deliver Securities directly or indirectly in
Canada except pursuant to exemptions from the prospectus requirements of
Canadian Securities Laws and not in violation of a Canadian Securities Laws,
and (B) that (i) they are properly registered under the Canadian
Securities Laws of each of the applicable provinces in which Securities are
offered by way of private placement (the “Relevant Provinces”), (ii) they
will distribute Securities in any Relevant Provinces only through affiliates
which are properly registered under the Canadian Securities Laws of such
Relevant Provinces and in such case will distribute the Securities only in
accordance with such registration or (iii) they will distribute Securities
in any Relevant Province only in accordance with exemptions from the
registration requirements of applicable Canadian Securities Laws. The Initial
Purchasers 


 


2

















 


acknowledge that the Securities have not been qualified under Canadian
Securities Laws and may not be offered or sold in Canada except in
accordance with this paragraph.


 


3
















 


ANNEX D-1


 


[Form of Opinion of Kelley
Drye & Warren LLP](2)


 


(1)                                  Each
of Symmetry and the Issuer has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware, and has the
corporate power and authority necessary to own or hold its properties and to
conduct its business as described in the Offering Memorandum and the Time of
Sale Information and is duly qualified to transact business and in good
standing in each jurisdiction listed opposite its name in Annex B
hereto.


 


(2)                                  Each
of the Guarantors incorporated or formed in the State of Delaware (the “Delaware
Guarantors”) has been duly organized, is validly existing as a corporation or
limited liability company, as the case may be, in good standing under the
laws of the jurisdiction of its organization, has the corporate or limited
liability company (as applicable) power and authority to own its property and
to conduct its business as described in the Offering Memorandum, except as
otherwise noted therein, and is duly qualified to transact business and is in
good standing in each jurisdiction listed opposite its name on Annex B
hereto.


 


(3)                                  Symmetry
has an authorized capitalization as set forth in each of the Time of Sale
Information and the Offering Memorandum under the heading “Capitalization”; and
all the outstanding shares of capital stock or other equity interests of the
Issuer and each of the Delaware Guarantors have been duly and validly
authorized and issued, are fully paid and are non-assessable.


 


(4)                                  Each
of Symmetry, the Issuer and each of the Delaware Guarantors has full corporate
or limited liability company (as applicable) right, power and authority to
execute and deliver each of the Transaction Documents to which it is a party
and to perform its obligations thereunder; and all action required to be
taken by it for the due and proper authorization, execution and delivery by it
of each of the Transaction Documents to which it is a party, and the
consummation by it of the transactions contemplated thereby has been duly and
validly taken.


 


(5)                                  The
Indenture has been duly authorized, executed and delivered by the Issuer,
Symmetry and each of the Delaware Guarantors and, assuming due execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
agreement of the Issuer, Symmetry and each of the Guarantors enforceable
against the Issuer, Symmetry and each of the Guarantors in accordance with its
terms; and the Indenture conforms in all material respects to the requirements
of the Trust Indenture Act and the rules and regulations of the Commission
applicable to an indenture that is qualified thereunder.


 


(6)                                  The
Securities have been duly authorized, executed and delivered by the Issuer and,
when duly authenticated as provided in the Indenture and paid for as provided
in the 


 






(2)          Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Purchase Agreement (the “Purchase
Agreement”) to which this Annex D-1 is attached.


 

















 


Purchase
Agreement, will be duly and validly issued and outstanding and will constitute
valid and legally binding obligations of the Issuer enforceable against the
Issuer in accordance with their terms, and will be entitled to the benefits of
the Indenture; and the Guarantees have been duly authorized by each of Symmetry
and each of the Delaware Guarantors and, when the Securities have been duly
executed, authenticated, issued and delivered as provided in the Indenture and
paid for as provided in the Purchase Agreement, will be valid and legally
binding obligations of each of Symmetry and each of the Guarantors, as
applicable, enforceable against each of Symmetry and each of the Guarantors in
accordance with their terms, and will be entitled to the benefits of the
Indenture.


 


(7)                                  The
Exchange Securities (including the related guarantees) have been duly
authorized by the Issuer, Symmetry and each of the Delaware Guarantors, and,
when duly executed, authenticated, issued and delivered as contemplated by the
Registration Rights Agreement, will be duly and validly issued and outstanding
and will constitute valid and legally binding obligations of the Issuer, as
issuer, and each of Symmetry and each of the Guarantors, as guarantor,
enforceable against the Issuer, Symmetry and each of the Guarantors, as
applicable, in accordance with their respective terms, and will be entitled to
the benefits of the Indenture.


 


(8)                                  The
Purchase Agreement has been duly authorized, executed and delivered by the
Issuer, Symmetry and Novamerican Steel Holdings, Inc. (“Holdings”)
and, when duly executed and delivered by the other parties thereto, will
constitute a valid and legally binding agreement of the Issuer, Symmetry and
Holdings enforceable against the Issuer, Symmetry and Holdings in accordance
with its terms. The Registration Rights Agreement has been duly authorized,
executed and delivered by the Issuer, Symmetry and each of the Delaware
Guarantors and, when duly executed and delivered by the other parties thereto,
will constitute a valid and legally binding agreement of the Issuer, Symmetry
and each of the Guarantors enforceable against the Issuer, Symmetry and each of
the Guarantors in accordance with its terms.


 


(9)                                  The
Collateral Agreement has been duly authorized, executed and delivered by each
of the Issuer, Symmetry and each of the Delaware Guarantors and, assuming due
execution and delivery thereof by the other parties thereto, constitutes a
valid and legally binding agreement of each of the Issuer, Symmetry and each of
the Guarantors enforceable against each of the Issuer, Symmetry and each of the
Guarantors in accordance with its terms; and the Intercreditor Agreement has
been duly authorized, executed and delivered by the Issuer, Symmetry and each
of the Delaware Guarantors and, assuming due execution and delivery thereof by
the other parties thereto, constitutes a valid and legally binding agreement of
the Issuer, Symmetry and each of the Guarantors enforceable against the Issuer,
Symmetry and each of the Guarantors in accordance with its terms.


 


(10)                            The
Intercreditor Agreement has been duly authorized, executed and delivered by the
Issuer, Symmetry and each of the Delaware Guarantors and, when duly executed
and delivered by the other parties thereto, will constitute a valid and legally
binding agreement of the Issuer and each of the Post Transaction Subsidiaries
(to the extent it is a party thereto), enforceable against the Issuer and each
of the Post Transaction Subsidiaries (to the extent it is a party thereto) in
accordance with its terms.


 


2

















 


(11)                            The
Joinder Agreement has been duly authorized, executed and delivered by the
Issuer, Symmetry and each of the Delaware Guarantors.


 


(12)                            Assuming
due authorization, execution and delivery thereof by the parties thereto (other
than the Company, the Issuer and the Delaware Guarantors), and without
consideration of any laws of Canada which may be applicable thereto, each
Transaction Document governed by the laws of the State of New York is, or will
be, a valid and legally binding agreement of Novamerican Steel (to the extent
Novamerican Steel is, or will be, a party thereto), enforceable against
Novamerican Steel in accordance with its terms.


 


(13)                            Assuming
due authorization, execution and delivery of the Intercompany Note by 632421
N.B. Ltd., a New Brunswick Company (“632421”), and without consideration of any
laws of Canada which may be applicable thereto, the Intercompany Note
(which is governed by the laws of the State of New York) is a valid and legally
binding agreement of 632421, enforceable against 632421 in accordance with its
terms.


 


(14)                            Each
Transaction Document conforms in all material respects to the description
thereof contained in each of the Time of Sale Information and the Offering
Memorandum.


 


(15)                            The
execution, delivery and performance by each of the Issuer, Symmetry,
Novamerican Steel and each of the Guarantors of each of the Transaction
Documents to which it is a party, the issuance and sale of the Securities
(including the Guarantees) and compliance by each of the Issuer, Symmetry and
each of the Guarantors with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents to the extent applicable
to them will not (i) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any property
or assets of Symmetry or any of the Post Transaction Subsidiaries pursuant to,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to us to which Symmetry or any of the Post Transaction
Subsidiaries is a party or by which Symmetry or any of the Post Transaction
Subsidiaries is bound or to which any of the property or assets of Symmetry or
any of the Post Transaction Subsidiaries is subject, (ii) result in any
violation of the provisions of the certificate or incorporation, certificate of
formation, by-laws, operating agreement or similar organizational documents of
Symmetry, the Issuer or any of the Delaware Guarantors or (iii) result in
the violation of any law or statute or, to our knowledge, any judgment, order,
or decree of any court or governmental or regulatory authority, having jurisdiction
over Symmetry or any of the Post Transaction Subsidiaries except, (A) in
the case of clauses (i) and (iii) above, for any such conflict,
breach, violation or default that would not, individually or in the aggregate,
result in a Material Adverse Effect and (B) in the case of clause (i) above,
with respect to liens arising under the Transaction Documents.


 


(16)                            No
consent, approval, authorization, order, registration or qualification of or
with any court or arbitrator or governmental or regulatory authority is
required for the execution, delivery and performance by Symmetry, the Issuer,
Novamerican and each of the Guarantors of any of the Transaction Documents to
which each is a party, the issuance and sale of the Securities (including the
Guarantees) and compliance by each of Symmetry, the Issuer and 


 


3

















 


each of the
Guarantors with the terms thereof and the consummation by them of the
transactions contemplated by the Transaction Documents on their part to be
consummated, except for such consents, approvals, authorizations, orders and
registrations or qualifications (i) as may be required under
applicable state securities laws in connection with the purchase and resale of
the Securities (including the Guarantees) by the Initial Purchasers, (ii) as
may be required with respect to the Exchange Securities (including the
related guarantees) under the Securities Act and applicable state securities
laws as contemplated by the Registration Rights Agreement or (iii) to the
extent that the failure to obtain a consent, approval, authorization, order,
registration or qualification, in each case related solely to the consummation
of the Acquisition and not to any financing transactions (including the
offering and sale of the Securities) related thereto, would not, individually
or in the aggregate, have a Material Adverse Effect.


 


(17)                            To
our knowledge, except as described in each of the Time of Sale Information and
the Offering Memorandum, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending to which Symmetry or any
of the Post Transaction Subsidiaries is or might reasonably be expected to be a
party or to which any property of Symmetry or any of the Post Transaction
Subsidiaries is or may be the subject that we believe, individually or in
the aggregate, if determined adversely to Symmetry or any of the Post
Transaction Subsidiaries, would reasonably be expected to have a Material
Adverse Effect; and to our knowledge, no such investigations, actions, suits or
proceedings are threatened or contemplated by any governmental or regulatory
authority or threatened by others.


 


(18)                            The
descriptions in each of the Time of Sale Information and the Offering
Memorandum of the Securities and any United States statutes, legal,
governmental and regulatory proceedings; and the statements in each of the Time
of Sale Information and the Offering Memorandum under the heading “Certain
Federal Income Tax Considerations”, in each case, insofar as such descriptions
or statements constitute summaries of the terms of the Securities, legal
matters, documents or proceedings referred to therein, fairly summarize the
matters described therein in all material respects.


 


(19)                            Neither
Symmetry nor any of the Post Transaction Subsidiaries is, and after giving
effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in each of the Time of Sale Information and the
Offering Memorandum, none of them will be, an “investment company” or an entity
“controlled” by an “investment company” within the meaning of the Investment
Company Act.


 


(20)                            Neither
the issuance, sale and delivery of the Securities nor the application of the
proceeds thereof by the Issuer as described in each of the Time of Sale
Information and the Offering Memorandum will violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System.


 


(21)                            Assuming
the accuracy of the representations, warranties and agreements of Symmetry, the
Issuer, Novamerican Steel, the Guarantors and the Initial Purchasers contained
in the Purchase Agreement and the Joinder Agreement, it is not necessary, in
connection with the issuance and sale of the Securities to the Initial
Purchasers and the offer, resale and delivery of the Securities by the Initial
Purchasers in the manner contemplated by the Purchase Agreement, the Time of
Sale Information and the Offering Memorandum, to register the Securities under
the 


 


4

















 


Securities Act
or to qualify the Indenture under the Trust Indenture Act, it being understood
that no opinion is expressed as to any subsequent resale of any of the
Securities.


 


(22)                            The
Collateral Agreement is effective to create in favor of the U.S. Collateral
Agent, for the benefit of the Secured Parties, a security interest in the
Collateral described therein in which a security interest may be created
under Article 9 of the New York UCC.


 


(23)                            Upon
delivery to the U.S. Collateral Agent in the State of New York of all
certificates evidencing the Pledged Securities described on Annex C
hereto (such certificates, the “Certificates”), issued or endorsed in
the name of the U.S. Collateral Agent or in blank or together with stock powers
or note powers properly executed in the name of the U.S. Collateral Agent or in
blank, the security interest in such Pledged Securities described on Annex C
hereto in favor of the U.S. Collateral Agent, for the benefit of the Secured
Parties, will be perfected and assuming that the U.S. Collateral Agent has
taken possession of the Certificates and such accompanying endorsements or
powers without notice, at or prior to the time of delivery thereof to the U.S.
Collateral Agent, of any adverse claim within the meaning of Section 8-102(a)(i) of
the New York UCC, the U.S. collateral Agent has acquired a security interest in
such Pledged Securities free of any adverse claim.


 


(24)                            The UCC-1 financing
statements (the “Financing Statements”) in the forms attached as Annex
D hereto are in appropriate form for filing in the office of the
Secretary of the State of Delaware (the “Delaware Filing Office”). Upon
filing of the Financing Statements in the Delaware Filing Office, the security
interest of the U.S. Collateral Agent, for the benefit of the Secured Parties,
in the Collateral described therein will be perfected under the UCC in effect
in the State of Delaware (the “Delaware UCC”) to the extent that a
security interest in such Collateral can be perfected by the filing of a
financing statement in the Delaware Filing Office.


 


5

















 


ANNEX D-2


 


[Form Of Opinion of Davies Ward Phillips & Vineberg LLP
And Stewart
Mckelvey](3)


 


(1)                                  Novamerican is a corporation
amalgamated under the Canada Business Corporations
Act.


 


(2)                                  632421 N.B. Ltd. (“632421”) is a
corporation incorporated under the New Brunswick Business
Corporations Act.


 


(3)                                  632422
N.B. Ltd. (“632422”) is
a corporation incorporated under the New Brunswick Business
Corporations Act.


 


(4)                                  The authorized capital of
Novamerican consists of an unlimited number of common shares and an unlimited
number of preferred shares. Novamerican Steel Finco Inc. is the registered
holder of [   ] common
shares of Novamerican, which represents all of the issued and outstanding share
capital of Novamerican (the “Novamerican Pledged Shares”).


 


(5)                                  All necessary corporate action has
been taken by Novamerican to authorize the pledge and transfer of the
Novamerican Pledged Shares(4) in favour of the U.S. Collateral Agent, for
the benefit of the Secured Parties, pursuant to the US Collateral Agreement.(5)


 


(6)                                  The authorized capital of 632422
consists of an unlimited number of common shares without nominal or par value. Novamerican
is the registered holder of [   ] common shares of
632422 which represents all of the issued and outstanding share capital of
632422 (the “632422 Pledged Shares”).


 


(7)                                  All necessary corporate action has
been taken by 632422 to authorize the pledge and transfer of the 632422 Pledged
Shares in favour of the Canadian Collateral Agent for the benefit of the
Issuer, pursuant to the Canadian Collateral Agreement.(6)


 


(8)           Each
of Novamerican and 632421 has the corporate power and authority to execute and
deliver each of the Transaction Documents to which it is a party and to perform
its obligations thereunder. All corporate action required to be taken by
Novamerican or 632421, as applicable, for the due and proper authorization,
execution and delivery of each of the Transaction Documents has been duly and
validly taken. (7)


 






(3)          Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Purchase Agreement (the “Purchase
Agreement”) to which this Annex C is attached.


(4)          This refers to the shares of the Issuer in
Novamerican.


(5)          If the restrictions on transfer are removed,
this opinion is not required.


(6)          If the restrictions on transfer are removed,
this opinion is not required.


(7)          Corporate opinions on 632421 to be given by
NB counsel, where applicable.


 

















 


(9)                                  Each of the Intercreditor Agreement,
the Joinder Agreement and the Intercompany Note(s) has been duly executed and
delivered by Novamerican and 632421, as applicable, to the extent that
Applicable Laws(8) apply to such execution and delivery.  (9)


 


(10)                            Each of the Canadian Security
Documents to which Novamerican is a party has been duly executed and delivered
by Novamerican and constitutes a legal, valid and binding obligation of
Novamerican enforceable against Novamerican in accordance with its terms.


 


(11)                            The Intercompany Note(s) to which
632421 is a party has been duly executed and delivered by 632421.


 


(12)                            The execution, delivery and
performance by Novamerican of each of the Transaction Documents to which it is
a party and compliance by Novamerican with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents and
the Plan of Arrangement does not (i) result in any violation of the
provisions of the articles or by-laws of Novamerican or (ii) result in the
violation of any Applicable Laws.


 


(13)                            The execution, delivery and
performance by 632421 of each of the Transaction Documents to which it is a
party and compliance by 632421 with the terms thereof and the consummation of
the transactions contemplated by the Transaction Documents and the Plan of
Arrangement does not (i) result in any violation of the provisions of the
articles or by-laws of 632421 or (ii) result in the violation of any
Applicable Laws.


 


(14)                            No consent, approval, authorization,
order, registration or qualification of or with any court or governmental or
regulatory authority is required at this time in connection with the execution,
delivery and performance by Novamerican of any of the Transaction Documents to
which it is a party and compliance by Novamerican with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents,
other than the registration of the Quebec Hypothec in the relevant registries.


 


(15)                            No consent, approval, authorization,
order, registration or qualification of or with any court or governmental or
regulatory authority is required at this time in connection with the execution,
delivery and performance by 632421 of any of the Transaction Documents to which
it is a party and compliance by 632421 with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents.


 


(16)                            The Arrangement is effective as of
the date hereof in accordance with subsection 192(8) of the Canada Business Corporations Act.


 


(17)                            By virtue of Applicable Laws,
Novamerican is liable for all of the obligations of 632421 under the
Intercompany Note(s).


 


(18)                            The Canadian Collateral Agreement
creates valid security interests in favour of the Canadian Collateral Agent, in
the Intercompany Note Collateral to which the Ontario Personal Property Security Act (Ontario) (“PPSA”) applies in which
Novamerican now has 


 






(8)          To be defined in each opinion.


(9)          Corporate opinions on 632422 to be
given by NB counsel, where applicable.


 


2

















 


rights to secure payment and performance of
its obligations under the Intercompany Note(s) and is sufficient to create
valid security interests in favour of the Collateral Agent in the Intercompany
Note Collateral to which the PPSA applies in which Novamerican hereafter
acquires rights when those rights are acquired by Novamerican, securing payment
and performance of the obligations under the Intercompany Note.


 


(19)                            The security interest of the U.S.
Collateral Agent in the Novamerican Pledged Shares represented by certificated
securities (as defined in the Securities
Transfer Act, 2006 (Ontario)) has been perfected by control (as
defined in the Securities Transfer Act, 2006
(Ontario)) of the Novamerican Pledged Shares by the U.S. Collateral Agent and
accordingly the security interest of the U.S. Collateral Agent has priority
over any other security interest in the Novamerican Pledged Shares to which the
PPSA applies.(10)


 


(20)                            The security interest of the
Canadian Collateral Agent in the 632422 Pledged Shares represented by
certificated securities (as defined in the Securities Transfer Act,
2006 (Ontario)) has been perfected by control (as defined in the Securities Transfer Act, 2006 (Ontario)) and accordingly the
security interest of the Canadian Collateral Agent has priority over any other
security interest in the 632422 Pledged Shares to which the PPSA applies.(11)


 


(21)                            Upon registration of the Canadian
Mortgage at the relevant land registry office, the charge created thereunder
will constitute a good and valid charge, enforceable against the mortgagee in
accordance with its terms to secure payment and performance of the obligations
of Novamerican under the Intercompany Note(s).


 


(22)                            The Quebec Hypothec creates a valid
hypothec in favour of the Canadian Collateral Agent, as fondé de pouvoir, up to a principal amount
of CDN$400,000,000.00 with interest thereon at the rate of  25% per annum in the Charged Property (as
defined in the Quebec Hypothec) to secure the payment and performance of
Novamerican’s obligations under the Intercompany Note(s).


 


(23)                            Registration has been made in all
public offices provided under the laws of Ontario as are necessary to preserve,
protect or perfect the security interest created under the Canadian Collateral
Agreement. No further or subsequent filings, recordings or registrations in the
Province of Ontario are necessary in order to preserve or perfect the security
interests created by the Canadian Collateral Agreement.(12)


 


(24)                            Attached as a schedule to this
opinion is a report showing the results of the searches conducted in the public
offices and registries in Ontario under the statutes specified therein against
the current legal name of Novamerican and all former names of Novamerican
disclosed by such counsel’s corporate search and of its predecessors by
amalgamation and current as of the respective currency dates indicated therein.
Such statutes are the only statutes of Ontario where liens of the types
expressed to be created by or under the Canadian Collateral Agreement in
personal property would ordinarily or customarily be the subject of a filing, 


 






(10)    This opinion to be given if it has
been determined that perfection by control occurs in Ontario.


(11)    This opinion to be given if it has
been determined that perfection by control occurs in Ontario.


(12)    Note that confirmation of
registration of the Quebec Hypothec will only become available after the
issuance of this opinion. Similar opinion to be provided by Quebec counsel once
Quebec Hypothec is registered.


 


3

















 


registration or recording in order to create,
preserve, perfect and protect the liens expressed to be created thereby or
thereunder. The only filings, registrations or recordings against the current
or former names of Novamerican disclosed by such searches are set out in such
schedule.


 


(25)                            In any proceeding in a court of
competent jurisdiction in the Province of Ontario (an “Ontario Court”) for the
enforcement of the Transaction Documents(13), the Ontario Court would apply the
laws of the State of New York (“New York Law”), in accordance with the parties’
choice of New York Law in the Transaction Documents, to all issues which under
the conflict of laws rules of the Province of Ontario are to be determined
in accordance with the proper law of a contract, provided that:


 


(a)                                  the parties’ choice of New York Law in the Transaction Documents is bona fide and legal and there is no reason
for avoiding the choice on the grounds of public policy, as such criteria would
be applied by the Ontario Court; and


 


(b)                                 in any such proceeding, and notwithstanding the parties’ choice of
New York Law in the Transaction Documents, the Ontario Court:


 


	
   

  	
  (i)

  	
  will not take judicial notice
  of the provisions of New York Law, but will only apply such provisions if
  they are pleaded and proven by expert testimony;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  will apply Applicable Laws
  that under Applicable Laws would be characterized as procedural and will not
  apply any New York Law that under Applicable Laws would be characterized as
  procedural;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  will apply provisions of
  Applicable Laws that have overriding effect;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  will not apply any New York
  Law if its application would be contrary to public policy, as such term is
  interpreted under Applicable Laws (“Public Policy”);

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  will not apply any New York
  Law if such application would be characterized under Applicable Laws as the
  direct or indirect enforcement of a foreign revenue, expropriatory, penal or
  other public law; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  will not enforce the
  performance of any obligation that is illegal under the laws of any
  jurisdiction in which the obligation is to be performed.

  



 


(26)                            An Ontario Court would give a
judgment based upon a final and conclusive in
personam judgment of a court exercising jurisdiction in the State of
New York (a “New York Court”) for a sum certain, obtained against the
Corporation with respect to a claim arising out of the Transaction Documents (a “New
York Judgment”), without reconsideration of the merits(14):


 


(a)                                  provided that:


 






(13)    This opinion should be limited to documents
governed by New York law.


(14)    This opinion should be limited to documents where
there is submission to a New York court.


 


4

















 


	
   

  	
  (i)

  	
  an action to enforce the New
  York Judgment is commenced in the Ontario Court within any applicable
  limitation period;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  the Ontario Court has
  discretion to stay or decline to hear an action on the New York Judgment if
  the New York Judgment is under appeal or there is another subsisting judgment
  in any jurisdiction relating to the same cause of action as the New York
  Judgment;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  the Ontario Court will render
  judgment only in Canadian dollars; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  an action in the Ontario Court
  on the New York Judgment may be affected by bankruptcy, insolvency or
  other laws affecting the enforcement of creditors’ rights generally; and

  
	
   

  	
   

  	
   

  
	
  (b)                                 subject to the following defences:

  
	
   

  
	
   

  	
  (i)

  	
  that the New York Judgment
  was obtained by fraud or in a manner contrary to the principles of natural
  justice;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  that the New York Judgment is
  for a claim which under Applicable Laws would be characterized as based on a
  foreign revenue, expropriatory, penal or other public law;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  that the New York Judgment is
  contrary to Public Policy or to an order made by the Attorney General of
  Canada under the Foreign Extraterritorial
  Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of
  certain judgments referred to in these statutes; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  that the New York Judgment
  has been satisfied or is void or voidable under New York Law.

  



 


(27)                            In any proceeding in a court of
competent jurisdiction in the Province of Québec (a “Québec Court”) for the
enforcement of the Transaction Documents, the Québec Court would recognize the
choice of New York Law as the proper law governing the Transaction Documents as
chosen by the parties therein and apply such law to issues which under conflict
of law rules of Québec are to be dealt with in accordance with the
governing law of the Transaction Documents, provided that(15):


 


(c)                                  such choice of law is bona fide
(in the sense that it was not made with a view to avoiding the consequences of
the laws of any other jurisdiction) and such choice of law is not manifestly
inconsistent with public order, as that term is understood in international
relations by a Québec Court  (Article 3081
C.C.Q.); and


 


(d)                                 in any such proceeding, and notwithstanding the parties’ choice of
New York Law:


 






(15) This opinion should be limited to documents governed by New York
law.


 


5

















 


	
   

  	
  (i)

  	
  the Québec Court will not
  take judicial notice of the New York Law unless it has been pleaded and its
  content established and, if required by the Québec Court, proof of such New
  York Law has been made by, among other means, expert testimony or the
  production of a certificate drawn up by a jurisconsult
  (Article 2809 C.C.Q.);

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  the Québec Court will not
  apply the provisions of New York Law if their application would be manifestly
  inconsistent with public order as understood in international relations
  (Article 3081 C.C.Q.);

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  if the Transaction Documents
  contain no foreign element, they will be subject to the mandatory provisions
  of the law of the jurisdiction which would apply if none were designated
  (Article 3111 para. 2 C.C.Q.);

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  evidence will be governed by
  the law applicable to the merits of the dispute, subject to any rules of
  the Québec Court which are more favourable to the establishment of evidence
  (Article 3130 C.C.Q.);

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  matters of procedure will be
  governed by the laws of the Province of Québec (Article 3132 C.C.Q.);

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  the Québec Court will apply
  provisions of the laws of the Province of Québec and the federal laws of
  Canada applicable therein, that have overriding effect (Article 3076
  C.C.Q.); and

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  the Québec Court will not
  directly or indirectly enforce the obligations resulting from the taxation
  laws of foreign jurisdictions unless in such foreign jurisdictions the
  obligations resulting from the taxation laws of Québec are recognized and
  enforced.

  



 


(28)                            Upon a motion brought before it, a
Québec Court would recognize and declare enforceable a final and enforceable
civil judgment in personam, not
subject to ordinary remedy, for a sum certain of a New York Court against the parties
to the Transaction Documents in connection with an action arising out of said
Transaction Documents if(16):


 


(e)                                  the New York Court rendering such judgment had jurisdiction, as
recognized by the Québec Court (Article 3155(1) C.C.Q.);


 


(f)                                    such judgment was not obtained by fraud or in a manner contrary to
natural justice or in contravention of the fundamental principles of procedure
(Article 3155(3) C.C.Q.);


 


(g)                                 a dispute between the same parties, based on the same facts and
having the same object, has not given rise to a decision rendered in the
Province of Québec, whether it has acquired the authority of a final judgment (res judicata) or not, or is not pending
before a Québec authority, in the first instance, or has been decided 


 






(16) This opinion should be limited to documents where there is
submission to a New York court.


 


6

















 


in another jurisdiction but the decision does
not meet the necessary conditions for recognition in the Province of Québec (Article 3155(4) C.C.Q.);


 


(h)                                 the outcome of such foreign judgment is not manifestly inconsistent
with public order as understood in international relations (Article 3155(5) C.C.Q.)
or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act
(Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments
referred to in these statutes;


 


(i)                                     such judgment does not
directly or indirectly enforce obligations arising from taxation laws of
foreign jurisdictions unless in such foreign jurisdictions the obligations
resulting from the taxation laws of Québec are recognized and enforced, or
arising from other laws of a public nature, such as expropriatory or penal laws
(Article 3155(6) and 3162 C.C.Q.); and


 


(j)                                     the motion to enforce such judgment is commenced in the Province of
Québec within applicable limitation periods in the Province of Québec.


 


(29)                            The distribution of the Securities
by the Initial Purchasers to purchasers in each of the provinces of [   ] will be
exempt from the prospectus requirements of the applicable Canadian securities
laws and no filing, proceeding, approval, consent or authorization is required
to be made, taken or obtained under said securities laws to permit the
distribution by the Initial Purchasers of the Securities to the purchasers in
each such province, other than such filings as are required to be made pursuant
to National Instrument 45-106 – Prospectus and Registration Exemptions.


 


(30)                            The first trade of the Securities in
each of the provinces of [   ], other than a trade
which is otherwise exempt under applicable Canadian securities laws, will be a
distribution but will not be subject to the prospectus requirements of such
securities laws, provided that at the date of such trade:


 


(k)                                    The Issuer is and has been a reporting issuer in a jurisdiction of
Canada for the four months immediately preceding the date of such first trade;


 


(l)                                       at least four months and one day have elapsed from the “distribution
date” (as such term is defined in National Instrument 45-102 - Resale of
Securities (“NI 45-102”) of the Securities;


 


(m)                                 the certificates representing the Securities carry the legend, or an
ownership statement issued under a direct registration system or other
electronic book-entry system acceptable to the regulator bears a legend
restriction notation, to the effect provided by Section 2.5(2)3(b) of
NI 45-102;


 


(n)                                   the trade is not a “control distribution” (as such term is defined
in NI 45-102);


 


7

















 


(o)                                 no unusual effort is made to prepare the market or to create a
demand for the Securities that are the subject of the trade;


 


(p)                                 no extraordinary commission or consideration is paid to a person or
company in respect of the trade;


 


(q)                                 if the selling security holder is an “insider” or “officer” of the
Issuer (as such terms are defined under the applicable securities laws), the
selling security holder has no reasonable grounds to believe that the Issuer is
in default of “securities legislation” (as such term is defined in National
Instrument 14-101 (“NI 14-101”)); and


 


(r)                                    in the case of the first trades subject to the securities laws of
the Province of Manitoba, the trade is not a “control distribution” as such
term is defined in NI 45-102 and is not a transaction involving a purchase or
sale or a repurchase or resale that is incidental to a “primary distribution to
the public” as defined under the securities laws of the Province of Manitoba.


 


In
rendering such opinion, such counsel may rely as to matters of fact on
certificates of responsible officers of Novamerican and public officials that
are furnished to the Initial Purchasers. Such opinion shall include customary
qualifications, limitations and assumptions.(17)


 


The opinion of Davies Ward Phillips & Vineberg LLP described
above shall be rendered to the Initial Purchasers at the request of Novamerican
and shall so state therein.


 






(17) Davies will
rely on New Brunswick counsel for New Brunswick opinions, where applicable.


 


8

















 


ANNEX D-3


 


[Form of Opinion of
Nutter, McClennen & Fish, LLP](18)


 


1.                                       American
Steel and Aluminum Corporation, a Massachusetts corporation (“MA Guarantor”) is validly existing as a corporation under
Massachusetts law and in good standing with the Secretary of The Commonwealth
of Massachusetts, is authorized to transact business as a foreign corporation
in the states listed on Schedule 3. MA Guarantor has the corporate power (i) to
own its properties and conduct its business as described in the Preliminary
Offering Memorandum and the Offering Memorandum and (ii) to execute and
deliver the Transaction Documents in which it is named as a party and to perform its
obligations thereunder.


 


2.                                       MA
Guarantor has duly authorized, executed, and delivered the Transaction
Documents in which it is named as a party, and such Transaction Documents
constitute its valid and binding agreements enforceable against it in
accordance with their terms.


 


3.                                       The
execution and delivery by each of the MA Guarantor of the Transaction Documents
to which it is a party does not and the performance by it of its obligations
thereunder will not (i) violate Massachusetts law or federal law, (ii) to
our knowledge violate any court order, judgment, or decree applicable to the MA
Guarantor, or (iii) violate its charter or by-laws.


 


4.                                       All the outstanding shares of capital stock or
other equity interests of the MA Guarantor have been duly and validly
authorized and issued, are fully paid and are non-assessable.


 


5.                                       No
consent, approval, license, or exemption by, or order or authorization of, or
filing, recording, or registration with, any governmental authority is required
to be obtained by the MA Guarantor in connection with the execution and
delivery of the Transaction Documents to which it is a party or the performance
by it of its obligations thereunder, except as provided in paragraphs 6 and 7
hereof.


 


6.                                       The
provisions of the Collateral Agreement are effective under the Uniform Commercial
Code as in effect in The Commonwealth of Massachusetts (the “UCC”) to create a valid security interest
in the Collateral Agent’s favor in so much of the Collateral (as defined in the
Collateral Agreement) as constitutes personal property to which Article 9
of the UCC is applicable. Under the UCC, while a debtor is located in a
jurisdiction, the local law of that jurisdiction governs the perfection of a
non-possessory security interest by the filing of a financing statement. The MA
Guarantor is located, for purposes of the UCC, in Massachusetts. The UCC-1
financing statements attached hereto as Exhibit B are in
appropriate form for filing with the Massachusetts Secretary of the
Commonwealth. Accordingly, upon the due filing of the UCC-1 financing
statements attached hereto as Exhibit B with the Massachusetts
Secretary of the Commonwealth, in accordance with Section 9-516 of the UCC,
the Collateral Agent will have a perfected security interest in such portion of
the Collateral in which the perfection of a security interest can be effected
by the filing of a financing statement under the UCC.


 






(18) Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Purchase Agreement (the “Purchase Agreement”)
to which this Annex D-3 is attached.


 

















 


7.                                       The MA Mortgages when (A) duly executed
by the president and treasurer (B) notarized and (C) delivered with
the appropriate legal descriptions attached, will:


 


(a)               be in proper form for recording
with the appropriate Registry of Deeds listed on Schedule 1 for the county
in which the Mortgaged Property is located, provided that the MA
Mortgages must be recorded with a certificate of legal existence and good
standing of the MA Guarantor issued by the Secretary of the Commonwealth of
Massachusetts; and


 


(b)              when recorded in the
Registry of Deeds listed on Schedule 1 next to the name of the Mortgaged
Property, create in favor of the Collateral Agent a legal, valid and binding
lien on the real property and fixtures described in each MA Mortgage,
enforceable as such against the MA Guarantor.


 


8.                                       No
taxes or other charges, including, without limitation, intangible or
documentary stamp taxes, mortgage or recording taxes, transfer taxes or similar
charges, are payable to Massachusetts or to any jurisdiction therein on account
of the execution or delivery or recording or filing of the MA Mortgages or any
of the other Transaction Documents or the creation of the indebtedness
evidenced or secured by any of the Transaction Documents, as applicable, except
for nominal filing or recording fees.


 


9.                                       The
recording of the MA Mortgages with the registries of deeds described on Schedule 1
are the only actions, recordings or filings necessary to publish notice and
protect the validity of and to establish of record the rights of the parties
under the MA Mortgages.


 


10.                                 Upon
the assumption that all of the applicable provisions of Massachusetts law
relating to the preservation of the right to seek a deficiency after the
foreclosures of real property have been complied with by the Collateral Agent,
the transfer of all or any portion of the Mortgaged Property in connection with
the exercise of any remedy under the MA Mortgages, including, without
limitation, by way of judicial foreclosure, will not restrict, affect or impair
the liability of the MA Guarantor with respect to the indebtedness secured
thereby or the Collateral Agent’s rights or remedies relating thereto,
including the foreclosure or enforcement of any other security interest or
liens securing such indebtedness, and the laws of Massachusetts do not require
a lienholder to elect to pursue its remedies either against mortgaged real
property or personal property where such lienholder holds security interests
and liens on both real and personal property of a debtor.


 


11.                                 The courts of
Massachusetts will enforce those provisions in the Transaction Documents which
provide that the validity, construction and enforceability of the Transaction
Documents will be governed by the laws of New York, provided, however,
that the courts of Massachusetts may apply the internal law of
Massachusetts to determine the perfection and the effect of perfection or
nonperfection of the liens created under such documents and the application of
remedies in enforcing such liens with respect to property located in
Massachusetts.


 


12.                                 Under
the Massachusetts criminal usury statute, M.G.L. Chapter 271, Section 49 of the General Laws of the Commonwealth of Massachusetts (the
“Massachusetts Usury Statute”), “any
lender subject to control, regulation or examination by any state or federal
regulatory


 


2

















 


agency” is exempt
from the provisions thereof. With your permission, we have assumed that each of
the Initial Purchasers is subject to state and/or federal control, regulation
or examination within the meaning of the Massachusetts Usury Statute. Based on
such assumption, the Transaction Documents executed by the MA Guarantor will
not violate the Massachusetts Usury Statute. If all or any portion of the
Securities were transferred to or otherwise held by an entity that is not a “lender subject
to control, regulation or examination by any state or federal regulatory
agency,” we note that subsection (d) of the Massachusetts Usury
Statute provides, in relevant
part, that, subject to compliance
with the further conditions thereof, the provisions of the Massachusetts Usury
Statute “shall not apply to any person who notifies the attorney general of his
intent to engage in a transaction or transactions which . . . would be proscribed [by the Massachusetts Usury Statute] . . . providing [sic] any such person maintains records of any such
transaction.” Accordingly,
assuming the application of currently existing statutory, regulatory, and
decisional law in the Commonwealth of Massachusetts with respect to usury, any
subsequent holder of all or any of the Securities that is not a lender subject
to state or federal regulation would not be subject to the usury prohibition
contained in Massachusetts Usury Statute, provided such holder (i) files
the requisite notice with the Massachusetts Attorney General, (ii) does not publicly advertise
the fact of such notification nor use the fact of such notification to solicit
business (except that such notification may be revealed to an individual upon his inquiry), (iii) maintains
records of the applicable transaction(s) described in the notice, which records
must contain the name and address of the applicable borrower(s), the amount
borrowed, the interest and expenses to be paid by the applicable borrower(s),
the date that each loan is made and the date or dates on which any payment is
due, (iv) makes such records available to the Attorney General of
Massachusetts for the purposes of inspection upon any request received from the
Attorney General, (v) notifies the Attorney General if such holder’s name
and/or address changes and (vi) renews such notification prior to the second anniversary of the
filing thereof.


 


13.                                 Entering into the
Transaction Documents with the MA Guarantor will not in and of itself cause the
Collateral Agent or any Initial Purchaser to be found to be transacting
business (requiring that they register under Massachusetts corporate law as a
foreign corporation) or doing banking business in Massachusetts.


 


3

















 


Exhibit A


 


[FORM OF REGISTRATION
RIGHTS AGREEMENT]


 

















 


Exhibit B


 


[Form of Joinder
Agreement]


 


$315,000,000


 


NOVAMERICAN STEEL FINCO INC.


 


11.5% Senior Secured Notes due
2015


 


JOINDER TO THE
PURCHASE AGREEMENT


 


J.P. Morgan Securities Inc.


As Representative of the


several Initial Purchasers listed


in Schedule 1 to the Purchase Agreement


c/o J.P. Morgan Securities Inc.


270 Park Avenue


New York, New York 10017


 


Ladies and Gentlemen:


 


Reference is made to the Purchase Agreement
dated November 14, 2007 (the “Purchase Agreement”), among
Novamerican Steel Finco Inc., a Delaware corporation (the “Issuer”),
Symmetry Holdings Inc., a Delaware corporation, Novamerican Steel Holdings
Inc., a Delaware corporation, and J.P. Morgan Securities Inc., as
representative for the several initial purchasers listed in Schedule 1
thereto (the “Initial Purchasers”), concerning the purchase of the
Securities (such term and each other capitalized term used but not defined
herein having the meaning assigned to it in the Purchase Agreement) from the
Issuer by the Initial Purchasers. This Joinder Agreement (this “Agreement”)
is the Joinder Agreement referred to in Section 6(n) of the Purchase
Agreement.


 


Each of the Issuer, Novamerican Steel and the
Guarantors agree that this Agreement is being executed and delivered in
connection with the issue and sale of the Securities pursuant to the Purchase
Agreement and to induce the Initial Purchasers to purchase the Securities
thereunder. This Agreement is being executed on the Closing Date, concurrently
with the consummation of the sale of Securities pursuant to the Purchase Agreement
and the consummation of the other Transactions.


 


1.                                       Joinder. Each
of Novamerican Steel and the Guarantors listed on Schedule 1 hereto hereby
agrees to be become bound by the terms, conditions and other provisions of the
Purchase Agreement as Novamerican Steel or a Guarantor, as applicable, with all
attendant rights, duties and obligations stated therein, with the same force
and effect as if originally named therein as a party and as if such party
executed the Purchase Agreement on the date thereof.


 

















 


2.                                       Representations,
Warranties and Agreements of the Issuer, Novamerican Steel and the Guarantors. The
Issuer, Novamerican Steel and the Guarantors, jointly and severally, represent
and warrant to, and agree with, each Initial Purchaser on and as of the date
hereof that:


 


(a)                                  Each
of the Issuer, Novamerican Steel and the Guarantors has the corporate or other
organizational power to execute and deliver this Agreement and all corporate or
other organizational action required to be taken by each of them for the due
and proper authorization, execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby has been duly and
validly taken; this Agreement has been duly authorized, executed and delivered
by each of the Issuer, Novamerican Steel and the Guarantors and constitutes a
valid and legally binding agreement of each of the Issuer, Novamerican Steel
and the Guarantors, enforceable against each of the Issuer, Novamerican Steel
and the Guarantors in accordance with its terms, subject to the Enforceability
Exceptions;


 


(b)                                 the
representations, warranties and agreements set forth in Section 3 of the
Purchase Agreement are true and correct on and as of the date hereof; and


 


(c)                                  Nothing
has come to the attention of the Issuer or any of the Guarantors that has
caused the Issuer or any of the Guarantors to believe that the statistical and
market-related data included in each of the Time of Sale Information and the
Offering Memorandum is not based on or derived from sources that are reliable
and accurate in all material respects.


 


3.                                       GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


4.                                       Consent to
Jurisdiction. Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby (the “Related
Proceedings”) may be instituted in the federal courts of the United
States located in the City and County of New York or the courts of the State of
New York in each case located in the City and County of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the
exclusive jurisdiction (except for suits, actions, or proceedings instituted in
regard to the enforcement of a judgment of any Specified Court in a Related
Proceeding (each such judgment, a “Related Judgment”), as to which such
jurisdiction is non-exclusive) of the Specified Courts in any Related
Proceeding. Service of any process, summons, notice or document by mail to such
party’s address set forth above shall be effective service of process for any
Related Proceeding brought in any Specified Court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any Specified
Proceeding in the Specified Courts and irrevocably and unconditionally waive
and agree not to plead or claim in any Specified Court that any Related
Proceeding brought in any Specified Court has been brought in an inconvenient
forum. Each party not located in the United States irrevocably appoints CT
Corporation System as its agent to receive service of process or other legal
summons for purposes of any Related Proceeding that may be instituted in
any Specified Court.


 


2

















 


5.                                       Waiver of
Immunity. With respect to any Related Proceeding, each party irrevocably
waives, to the fullest extent permitted by applicable law, all immunity
(whether on the basis of sovereignty or otherwise) from jurisdiction, service
of process, attachment (both before and after judgment) and execution to which
it might otherwise be entitled in the Specified Courts and, with respect to any
Related Judgment, each party waives any such immunity in the Specified Courts
or any other court of competent jurisdiction and will not raise or claim or
cause to be pleaded any such immunity at or in respect of any such Related
Proceeding or Related Judgment, including, without limitation, any immunity
pursuant to the United States Foreign Sovereign Immunities Act of 1976, as
amended.


 


6.                                       Judgment
Currency. If for the purposes of obtaining judgment in any court it is
necessary to convert a sum due hereunder into any currency other than U.S.
dollars, the parties hereto agree, to the fullest extent that they may effectively
do so, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Initial Purchasers could purchase U.S.
dollars with such other currency in New York City on the business day preceding
that on which final judgment is given. The obligations of the Issuer,
Novamerican Steel and each Guarantor in respect of any sum due from them to any
Initial Purchaser shall, notwithstanding any judgment in any currency other
than U.S. dollars, not be discharged until the first business day, following
receipt by such Initial Purchaser of any sum adjudged to be so due in such
other currency, on which (and only to the extent that) such Initial Purchaser may in
accordance with normal banking procedures purchase U.S. dollars with such other
currency; if the U.S. dollars so purchased are less than the sum originally due
to such Initial Purchaser hereunder, the Issuer, Novamerican Steel and each
Guarantor agree, as a separate obligation and notwithstanding any such
judgment, to indemnify such Initial Purchaser against such loss. If the U.S.
dollars so purchased are greater than the sum originally due to such Initial
Purchaser hereunder, such Initial Purchaser agrees to pay to the Issuer,
Novamerican Steel and the Guarantors (but without duplication) an amount equal
to the excess of the U.S. dollars so purchased over the sum originally due to
such Initial Purchaser hereunder.


 


7.                                       Counterparts.
This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of
which shall be an original and all of which together shall constitute one and
the same instrument.


 


8.                                       Amendments or
Waivers. No amendment or waiver of any provision of this Agreement, nor any
consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties hereto.


 


9.                                       Headings.
The headings herein are inserted for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of,
this Agreement.


 


3

















 


If the foregoing is in accordance with your
understanding, please indicate your acceptance of this Agreement by signing in
the space provided below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL FINCO INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SYMMETRY HOLDINGS INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL HOLDINGS INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTEGRATED STEEL INDUSTRIES, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STEEL AND ALUMINUM

  
	
   

  	
  CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVA TUBE AND STEEL, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


4

















 


	
   

  	
  NOVAMERICAN STEEL INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVAMERICAN TUBE HOLDINGS, INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVA TUBE INDIANA, LLC,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Accepted: November 15, 2007


 


J.P. MORGAN SECURITIES INC.


 


For itself and on behalf of the

several Initial Purchasers listed

in Schedule 1 to the Purchase Agreement.


 


	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


5

















 


Schedule 1


 


Joining
Parties


 


Integrated Steel Industries, Inc.


 


American Steel and Aluminum Corporation


 


Nova Tube and Steel, Inc.


 


Novamerican Tube Holdings, Inc.


 


Nova Tube Indiana, LLC


 


Novamerican Steel Inc.