Exhibit 10.8


 


EXECUTION COPY




 





 


 


Novamerican Steel Finco Inc.


 


11.5% Senior Secured Notes Due 2015


 


 






 


 


INDENTURE


 


Dated as of November 15, 2007


 


 






 


 


The Bank of New York,

as Trustee


 




 





 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
  310(a)(1)

  	
   

  	
  7.10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
  7.10

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (3)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (4)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
         7.08;
  7.10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  311(a)

  	
   

  	
  7.11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  312(a)

  	
   

  	
  2.05

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  12.03

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  12.03

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  313(a)

  	
   

  	
  7.06

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  (1)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  (2)

  	
   

  	
  7.06

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  11.02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.06

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  314(a)

  	
   

  	
  4.02;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4.12; 4.16, 12.02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  (1)

  	
   

  	
  12.04

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  (2)

  	
   

  	
  12.04

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  (3)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  12.05

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
   

  	
   

  	
  4.12

  
							



 

















 


	
   

  	
   

  	
  315(a)

  	
   

  	
  7.01

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
            7.05;
  12.02

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.01

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.01

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  6.11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  316(a)(last sentence)

  	
   

  	
  12.06

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (1)(A)

  	
   

  	
  6.05

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (1)(B)

  	
   

  	
  6.04

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  6.07

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  317(a)(1)

  	
   

  	
  6.08

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
  (2)

  	
   

  	
  6.09

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  2.04

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  318(a)

  	
   

  	
  12.01

  



 


N.A. means Not Applicable.


 






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


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  	 

	
   

  	
   

  	
   

  	 

	
  Article
  1

  	 

	
   

  	
   

  	
   

  	 

	 
	
   

  	
  Definitions and
  Incorporation by Reference

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
  SECTION 1.01.

  	
  Definitions.

  	
  1

  
	 
	
  SECTION 1.02.

  	
  Other Definitions.

  	
  38

  
	 
	
  SECTION 1.03.

  	
  Incorporation by Reference
  of Trust Indenture Act

  	
  38

  
	 
	
  SECTION 1.04.

  	
  Rules of Construction

  	
  39

  
	 
	
   

  	
   

  	
   

  
	
  Article
  2

  	 

	
   

  	
   

  	
   

  	 

	
  The
  Securities

  	 

	 
	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
  40

  	 

	 
	
  SECTION 2.02.

  	
  Execution and
  Authentication

  	
  40

  
	 
	
  SECTION 2.03.

  	
  Registrar and Paying Agent

  	
  40

  
	 
	
  SECTION 2.04.

  	
  Paying Agent To Hold Money
  in Trust

  	
  41

  
	 
	
  SECTION 2.05.

  	
  Holder Lists

  	
  41

  
	 
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
  41

  
	 
	
  SECTION 2.07.

  	
  Replacement Securities

  	
  41

  
	 
	
  SECTION 2.08.

  	
  Outstanding Securities

  	
  42

  
	 
	
  SECTION 2.09.

  	
  Temporary Securities

  	
  42

  
	 
	
  SECTION 2.10.

  	
  Cancellation

  	
  42

  
	 
	
  SECTION 2.11.

  	
  Defaulted Interest

  	
  43

  
	 
	
  SECTION 2.12.

  	
  CUSIP Numbers, ISINs, etc

  	
  43

  
	 
	
   

  	
   

  	
   

  
	
  Article
  3

  	 

	
   

  	
   

  	
   

  	 

	
  Redemption

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 3.01.

  	
  Notices to Trustee

  	
  43

  
	 
	
  SECTION 3.02.

  	
  Selection of Securities to
  Be Redeemed

  	
  43

  
	 
	
  SECTION 3.03.

  	
  Notice of Redemption

  	
  44

  
	 
	
  SECTION 3.04.

  	
  Effect of Notice of
  Redemption

  	
  44

  
	 
	
  SECTION 3.05.

  	
  Deposit of Redemption Price

  	
  44

  
	 
	
  SECTION 3.06.

  	
  Securities Redeemed in
  Part

  	
  45

  
	 
	
   

  	
   

  	
   

  
	
  Article
  4

  	 

	
   

  	
   

  	
   

  	 

	
  Covenants

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 4.01.

  	
  Payment of Securities

  	
  45

  
	 
	
  SECTION 4.02.

  	
  SEC Reports

  	
  45

  
							



 


i

















 


	 
	
  SECTION 4.03.

  	
  Limitation on Indebtedness

  	
  46

  
	 
	
  SECTION 4.04.

  	
  Limitation on Restricted
  Payments

  	
  51

  
	 
	
  SECTION 4.05.

  	
  Limitation on Restrictions
  on Distributions from Restricted Subsidiaries

  	
  54

  
	 
	
  SECTION 4.06.

  	
  Limitation on Sales of
  Assets and Subsidiary Stock

  	
  57

  
	 
	
  SECTION 4.07.

  	
  Limitation on Negative
  Pledges

  	
  62

  
	 
	
  SECTION 4.08.

  	
  Limitation on Affiliate
  Transactions

  	
  63

  
	 
	
  SECTION 4.09.

  	
  Limitation on Line of
  Business

  	
  64

  
	 
	
  SECTION 4.10.

  	
  Limitation on Liens

  	
  64

  
	 
	
  SECTION 4.11.

  	
  Limitation on
  Sale/Leaseback Transactions

  	
  64

  
	 
	
  SECTION 4.12.

  	
  Change of Control

  	
  65

  
	 
	
  SECTION 4.13.

  	
  Future Guarantors and
  Liens

  	
  66

  
	 
	
  SECTION 4.14.

  	
  Further Assurances

  	
  67

  
	 
	
  SECTION 4.15.

  	
  Intercompany Notes

  	
  68

  
	 
	
  SECTION 4.16.

  	
  Compliance Certificate

  	
  70

  
	 
	
  SECTION 4.17.

  	
  Further Instruments and
  Acts

  	
  71

  
	 
	
   

  	
   

  	
   

  
	
  Article
  5

  	 

	
   

  	
   

  	
   

  	 

	
  Successor
  Company

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 5.01.

  	
  When Symmetry, Holdings
  and the Company May Merge or Transfer Assets

  	
  71

  
	 
	
   

  	
   

  	
   

  
	
  Article
  6

  	 

	
   

  	
   

  	
   

  	 

	
  Defaults
  and Remedies

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 6.01.

  	
  Events of Default

  	
  73

  
	 
	
  SECTION 6.02.

  	
  Acceleration

  	
  76

  
	 
	
  SECTION 6.03.

  	
  Other Remedies

  	
  76

  
	 
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
  76

  
	 
	
  SECTION 6.05.

  	
  Control by Majority

  	
  76

  
	 
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
  77

  
	 
	
  SECTION 6.07.

  	
  Rights of Holders to
  Receive Payment

  	
  77

  
	 
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
  77

  
	 
	
  SECTION 6.09.

  	
  Trustee May File Proofs of
  Claim

  	
  78

  
	 
	
  SECTION 6.10.

  	
  Priorities

  	
  78

  
	 
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
  78

  
	 
	
  SECTION 6.12.

  	
  Waiver of Stay or
  Extension Laws

  	
  78

  
	 
	
   

  	
   

  	
   

  
	
  Article
  7

  	 

	
   

  	
   

  	
   

  	 

	
  Trustee

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
  79

  
	 
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
  80

  
							



 


ii

















 


	 
	
  SECTION 7.03.

  	
  Individual Rights of
  Trustee

  	
  81

  
	 
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
  81

  
	 
	
  SECTION 7.05.

  	
  Notice of Defaults

  	
  81

  
	 
	
  SECTION 7.06.

  	
  Reports by Trustee to
  Holders

  	
  82

  
	 
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
  82

  
	 
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
  83

  
	 
	
  SECTION 7.09.

  	
  Successor Trustee by
  Merger

  	
  83

  
	 
	
  SECTION 7.10.

  	
  Eligibility;
  Disqualification

  	
  84

  
	 
	
  SECTION 7.11.

  	
  Preferential Collection of
  Claims Against Company

  	
  84

  
	 
	
   

  	
   

  	
   

  
	
  Article
  8

  	 

	
   

  	
   

  	
   

  	 

	
  Discharge
  of Indenture; Defeasance

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 8.01.

  	
  Discharge of Liability on
  Securities; Defeasance

  	
  84

  
	 
	
  SECTION 8.02.

  	
  Conditions to Defeasance

  	
  85

  
	 
	
  SECTION 8.03.

  	
  Application of Trust Money

  	
  86

  
	 
	
  SECTION 8.04.

  	
  Repayment to Company

  	
  86

  
	 
	
  SECTION 8.05.

  	
  Indemnity for Government
  Obligations

  	
  87

  
	 
	
  SECTION 8.06.

  	
  Reinstatement

  	
  87

  
	 
	
   

  	
   

  	
   

  
	
  Article
  9

  	 

	
   

  	
   

  	
   

  	 

	
  Amendments

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 9.01.

  	
  Without Consent of Holders

  	
  87

  
	 
	
  SECTION 9.02.

  	
  With Consent of Holders

  	
  89

  
	 
	
  SECTION 9.03.

  	
  Compliance with Trust
  Indenture Act

  	
  90

  
	 
	
  SECTION 9.04.

  	
  Revocation and Effect of
  Consents and Waivers

  	
  90

  
	 
	
  SECTION 9.05.

  	
  Notation on or Exchange of
  Securities

  	
  91

  
	 
	
  SECTION 9.06.

  	
  Execution of Amendments

  	
  91

  
	 
	
  SECTION 9.07.

  	
  Payment for Consent

  	
  91

  
	 
	
   

  	
   

  	
   

  
	
  Article
  10

  	 

	
   

  	
   

  	
   

  	 

	
  Guarantees

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 10.01.

  	
  Guarantees

  	
  91

  
	 
	
  SECTION 10.02.

  	
  Limitation on Liability

  	
  93

  
	 
	
  SECTION 10.03.

  	
  Successors and Assigns

  	
  93

  
	 
	
  SECTION 10.04.

  	
  No Waiver

  	
  94

  
	 
	
  SECTION 10.05.

  	
  Modification

  	
  94

  
	 
	
  SECTION 10.06.

  	
  Release of Guarantor

  	
  94

  
	 
	
  SECTION 10.07.

  	
  Contribution

  	
  95

  
							



 


iii

















 


	
  Article
  11

  	 

	
   

  	
   

  	
   

  	 

	
  Collateral
  and Security

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 11.01.

  	
  Security Documents

  	
  95

  
	 
	
  SECTION 11.02.

  	
  Recording and Opinions

  	
  96

  
	 
	
  SECTION 11.03.

  	
  Release of Collateral

  	
  96

  
	 
	
  SECTION 11.04.

  	
  Certificates of the
  Trustee

  	
  98

  
	 
	
  SECTION 11.05.

  	
  Authorization of Actions
  to be Taken by the Trustee under the Security Documents

  	
  98

  
	 
	
  SECTION 11.06.

  	
  Authorization of Receipt
  of Funds by the Trustee Under the Security Documents

  	
  98

  
	 
	
  SECTION 11.07.

  	
  Collateral Agent

  	
  99

  
	 
	
  SECTION 11.08.

  	
  Canadian Collateral Agent

  	
  100

  
	 
	
   

  	
   

  	
   

  
	
  Article
  12

  	 

	
   

  	
   

  	
   

  	 

	
  Miscellaneous

  	 

	
   

  	
   

  	
   

  	 

	 
	
  SECTION 12.01.

  	
  Trust Indenture Act
  Controls

  	
  101

  
	 
	
  SECTION 12.02.

  	
  Notices

  	
  101

  
	 
	
  SECTION 12.03.

  	
  Communication by Holders
  with Other Holders

  	
  102

  
	 
	
  SECTION 12.04.

  	
  Certificate and Opinion as
  to Conditions Precedent

  	
  102

  
	 
	
  SECTION 12.05.

  	
  Statements Required in
  Certificate or Opinion

  	
  102

  
	 
	
  SECTION 12.06.

  	
  Conversion of Currencies

  	
  103

  
	 
	
  SECTION 12.07.

  	
  When Securities
  Disregarded

  	
  103

  
	 
	
  SECTION 12.08.

  	
  Rules by Trustee, Paying
  Agent and Registrar

  	
  103

  
	 
	
  SECTION 12.09.

  	
  Legal Holidays

  	
  103

  
	 
	
  SECTION 12.10.

  	
  Governing Law

  	
  104

  
	 
	
  SECTION 12.11.

  	
  No Recourse Against Others

  	
  104

  
	 
	
  SECTION 12.12.

  	
  Successors

  	
  104

  
	 
	
  SECTION 12.13.

  	
  Multiple Originals

  	
  104

  
	 
	
  SECTION 12.14.

  	
  Table of Contents;
  Headings

  	
  104

  
	 
	
   

  	
   

  	
   

  
	
  Rule 144A/Regulation S
  Appendix

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Exhibit 1 –

  	
  Form of Initial Security

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  Exhibit A –

  	
  Form of Exchange Security

  	
   

  
	 
	
   

  	
   

  	
   

  
	 
	
  Exhibit B –

  	
  Form of Intercompany Note

  	
   

  
									



 


 


iv

















 


INDENTURE dated as of
November 15, 2007, among SYMMETRY HOLDINGS INC., a Delaware corporation (“Symmetry”),
NOVAMERICAN STEEL FINCO INC., a Delaware corporation (the “Company”),
the Subsidiary Guarantors party hereto and The Bank of New York, as Trustee.


 


Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Initial Securities and, if and when
issued pursuant to a registered exchange for Initial Securities, the Exchange
Securities:


 


Article
1


 


 Definitions and
Incorporation by Reference


 


SECTION 1.01.                            Definitions.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


Indebtedness
multiplied by the amount of such payment by (2) the sum of all such
payments.


 


 “Board of Directors” means the Board
of Directors of any Person or any committee thereof duly authorized to act on
behalf of such Board or, in the case of a Person that is not a corporation, the
group exercising the authority generally vested in a board of directors of a
corporation.


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


(4)                                  any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that for purposes of this clause (1) such person shall be deemed to have
“beneficial ownership” of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 35% of the total voting
power of the Voting Stock of Symmetry (for the purposes of this
clause (1), a person shall be deemed to beneficially own any Voting Stock
of a person (the “specified person”) held by any other person (the “parent
entity”), if such person is the beneficial owner (as defined above in this
clause (1)), directly or indirectly, of more than 35% of the voting power
of the Voting Stock of such parent entity);


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)                            Consolidated Interest Expense for such
four fiscal quarters;  provided, however,
that


 


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


 


(B)                                if Symmetry or any of the Restricted
Subsidiaries has repaid, repurchased, defeased or otherwise discharged any
Indebtedness since the beginning of such period or if any Indebtedness is to be
repaid, repurchased, defeased or otherwise discharged (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on the date
of the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall
be calculated on a pro  forma
basis as if such discharge had occurred on the first day of such period and as
if Symmetry or


 


5

















 


such
Restricted Subsidiary had not earned the interest income actually earned during
such period in respect of cash or Temporary Cash Investments used to repay, repurchase,
defease or otherwise discharge such Indebtedness;


 


(C)                                if since the beginning of such period
Symmetry or any Restricted Subsidiary shall have made any Asset Disposition,
EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset
Disposition for such period, or increased by an amount equal to EBITDA (if
negative), directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of
Symmetry or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to Symmetry and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent Symmetry and its continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such sale);


 


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


 


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


 


For
purposes of this definition, whenever pro  forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in
connection therewith, the pro  forma
calculations shall be determined in good faith by a responsible financial or
accounting officer of Symmetry. If any Indebtedness bears a floating rate of
interest and is being given pro  forma
effect, the interest on such Indebtedness shall be


 


6

















 


calculated
as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months). If any Indebtedness is or was Incurred under
a revolving credit facility and is being given pro  forma effect, the interest on such
Indebtedness shall be calculated based on the average daily balance of such
Indebtedness for the four fiscal quarters subject to the pro  forma calculation to the extent
that such Indebtedness was Incurred solely for working capital purposes.


 


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


 


(11)                            interest expense attributable to Capital
Lease Obligations;


 


(12)                            amortization of debt discount and debt
issuance cost;


 


(13)                            capitalized interest;


 


(14)                            non-cash interest expense;


 


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


 


(16)                            net payments pursuant to Hedging
Obligations;


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


(A)                              subject to the exclusion contained in
clause (4) below, Symmetry’s equity in the net income of any such Person
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during such period
to Symmetry or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution paid to a Restricted
Subsidiary, to the limitations contained in clause (3) below); and


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


(25)                            extraordinary gains or losses; and


 


(26)                            the cumulative effect of a change in
accounting principles,


 


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


 


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


 


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


 


“Credit
Agreement Obligations” means (i) the obligations of Symmetry and its
Subsidiaries under the Credit Agreement, including, without limitation,
(A) the due and punctual payment of the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or similar proceeding, regardless of whether allowed or allowable
in such proceeding) on the borrowings thereunder, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (B) each payment required to be made under the Credit Agreement
in respect of any bankers’ acceptances issued thereunder, when and as due,
(C) each payment required to be made under the Credit Agreement in respect
of any


 


9

















 


letter
of credit issued thereunder, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon, and any obligation to provide
cash collateral and (D) all other monetary obligations of Symmetry and its
Subsidiaries under the Credit Agreement, including in respect of fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including any monetary obligations Incurred during the pendency
of bankruptcy, insolvency, receivership or similar proceeding, regardless of
whether allowed or allowable in such proceeding), (ii) the due and
punctual performance of all other obligations of Symmetry and its Subsidiaries
under the Credit Agreement and (iii) all Hedging Obligations of Symmetry
and its Subsidiaries and all obligations of Symmetry and its Subsidiaries in
respect of any treasury management services (including controlled
disbursements, zero balance arrangements, cash sweep, automated clearinghouse
transactions, return items, overdrafts, temporary advances, interest and fees
and interstate depository network services) provided to Symmetry or any of its
Subsidiaries, in each case secured pursuant to the Credit Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


applicable
to the Securities, including the purchase of any Securities tendered pursuant
thereto.


 


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


 


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


 


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


 


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


 


(31)                            Consolidated Interest Expense; plus


 


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


 


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


 


in
each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended or otherwise distributed to Symmetry by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.


 


11

















 


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


 


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


 


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


 


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


 


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


 


“First-Priority
Assets” means any and all of the following assets and properties, other
than any such assets or properties that constitute Second-Priority Assets:
(i)(a) Equipment (including fixtures); (b) Documents;
(c) General Intangibles (including Intellectual Property);
(d) Instruments; (e) Investment Property; (f) Letter of Credit Rights;
(g) Commercial Tort Claims; (h) books and records related to
foregoing; and (i) Proceeds (including insurance Proceeds) and products of
any and all of the foregoing and collateral and security guarantees given by
any Person with respect to any of the foregoing, in the case of clauses (i)(a)
through (i)(i) above, owned by the Company or any Guarantor; (ii)(a)
shares of Capital Stock owned by the Company or any Guarantor and the
certificates representing such Capital Stock (the “Pledged Capital Stock”);
provided that (1) the Pledged Capital Stock issued by any CFC will
not include more than 66% of the issued and outstanding voting Capital Stock of
such CFC and (2) the Pledged Capital Stock will exclude any Capital Stock
issued by any Non-Wholly Owned Subsidiary (and any Capital Stock issued by any
Special Purpose Holdco with respect to any such Non-Wholly Owned Subsidiary) to
the extent the organizational documents of such Non-Wholly Owned Subsidiary or
related joint venture or similar agreements would prohibit a pledge of such
Capital Stock without the consent of the equityholders thereof (other than
Symmetry and its Subsidiaries); (b) debt securities owned by the Company
or any Guarantor and the promissory note and other instruments evidencing all
such debt securities; (c) payments of principal or interest, dividends,
cash, instruments and other 


 


12

















 


property
from time to time received, receivable or otherwise distributed in respect of,
in exchange for or upon the conversion of, and all other Proceeds received in
respect of, the securities referred to in clauses (ii)(a) and (ii)(b) above;
and (d) all Proceeds of any of the foregoing; and (iii)(a) each parcel of
real property and improvements thereto owned by the Company or any Guarantor that
has a book or fair market value in excess of $1,000,000 and all Proceeds
thereof (in the case of any of the foregoing assets or properties, whether
owned on the Issue Date or thereafter acquired). Capitalized terms used in this
definition but not defined in this Indenture have the meanings assigned to such
terms in the Collateral Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(38)                            to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness of such other Person
(whether arising by virtue of


 


13

















 


partnership arrangements,
or by agreements to keep-well, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement conditions or
otherwise); or


 


(39)                            entered into for the purpose of assuring
in any other manner the obligee of such Indebtedness of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part);


 


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


 


“Guarantor”
means Symmetry and each Subsidiary Guarantor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


will
not be deemed to be the Incurrence of Indebtedness.


 


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


 


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


 


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


 


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


 


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


 


(47)                            the amount of all obligations of such
Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock of such Person or, with respect to any Preferred Stock of
any Subsidiary of such Person, the principal amount of such Preferred Stock to
be determined in accordance with this Indenture (but excluding, in each case,
any accrued dividends);


 


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


 


15

















 


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


 


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


 


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


 


The
amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above; provided,
however, that in the case of Indebtedness sold at a discount, the amount
of such Indebtedness at any time will be the accreted value thereof at such
time.


 


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


 


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


 


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


 


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


 


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


 


“Intercompany
Note Assets” means any and all of the following assets and properties owned
by Novamerican Steel, whether owned on the Issue Date or thereafter


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Issue
Date Asset Sales” means the sale by certain Subsidiaries of Novamerican
Steel Inc. of the aircraft and real estate assets identified in the Arrangement
Agreement, on the terms and conditions consistent with those set forth in the
Arrangement Agreement, for aggregate cash consideration of not less than
$15,000,000.


 


“Issue
Date Sale/Leaseback” means the transaction to be consummated on the Issue
Date pursuant to which Novamerican Steel will enter into a sale leaseback
transaction in respect of its headquarters and certain plant assets identified
in the Arrangement


 


18

















 


Agreement,
on terms and conditions consistent with those set forth in the Arrangement
Agreement, for aggregate cash consideration of not less than $11,000,000.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


Documents
and any other document or instrument executed and delivered pursuant to the
foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted
Factoring Transaction” means any transaction or series of transactions
entered into by Symmetry or any of the Restricted Subsidiaries pursuant to
which Symmetry or such Restricted Subsidiary sells, conveys or otherwise
transfers (or purports to sell, convey or otherwise transfer) Receivables and
Related Assets of Symmetry or such Restricted Subsidiary to a non-related third
party factor on market terms as determined in good faith by the Board of
Directors of Symmetry; provided  that
(i) no portion of any Indebtedness deemed to exist as a result of such
Permitted Factoring Transaction (x) is Incurred by Symmetry or any of the
Restricted Subsidiaries, (y) is recourse to Symmetry or any of the
Restricted Subsidiaries and (z) is secured


 


21

















 


(contingently
or otherwise) by any Lien on assets of Symmetry or any of the Restricted
Subsidiaries (other than by the Receivables and Related Assets to be sold,
conveyed or transferred to the third party factor), and (ii) such
Permitting Factoring Transaction is consummated pursuant to customary
contracts, arrangements or agreements entered into with respect to the sale,
purchase or servicing of Receivables and Related Assets on market terms for
similar factoring.


 


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


 


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


 


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


 


(61)                            cash and Temporary Cash Investments;


 


(62)                            receivables owing to Symmetry or any
Restricted Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade
terms as Symmetry or any such Restricted Subsidiary deems reasonable under the
circumstances;


 


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


 


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


 


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


 


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


 


(67)                            any Person where such Investment was
acquired by Symmetry or any of the Restricted Subsidiaries (a) in exchange
for any other Investment or accounts receivable held by Symmetry or any such
Restricted Subsidiary in connection with or as a result of a bankruptcy,
workout, reorganization or


 


22

















 


recapitalization of the
issuer of such other Investment or accounts receivable or (b) as a result
of a foreclosure by Symmetry or any of the Restricted Subsidiaries with respect
to any secured Investment or other transfer of title with respect to any
secured Investment in default;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


insurance carriers under
insurance or self-insurance arrangements, in each case Incurred in the ordinary
course of business;


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


(81)                            Liens existing on the Issue Date;


 


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


 


(83)                            Liens on property at the time such Person
or any of its Subsidiaries acquires the property, including any acquisition by
means of a merger or consolidation with or into such Person or a Subsidiary of
such Person (other than a Lien Incurred in connection with, or to provide all
or any portion of the funds or credit support utilized to consummate, the
transaction or series of transactions pursuant to which such Person or any of
its Subsidiaries acquired such property); provided, however, that
the Liens may not extend to any other property owned by such Person or any of
its Restricted Subsidiaries (other than assets and property affixed or
appurtenant thereto);


 


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


 


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


 


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


 


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


 


25

















 


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


 


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


 


(88)                            Liens securing the Notes Obligations, the
Intercompany Obligations and any Other First-Priority Obligations; provided,
however, that the Notes Obligations and the Other First-Priority
Obligations shall be secured by all such Liens on an equal and ratable basis;


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


“Purchase
Money Indebtedness” means Indebtedness (including Capital Lease
Obligations) (1) consisting of the deferred purchase price of property,
conditional sale obligations, obligations under any title retention agreement,
other purchase money obligations and obligations in respect of industrial
revenue bonds or similar Indebtedness, in each case where the maturity of such
Indebtedness does not exceed the anticipated useful life of the asset being
financed, and (2) Incurred to finance the acquisition or construction by
Symmetry or a Restricted Subsidiary of such asset, including additions and
improvements, in the ordinary course of business; provided, however,
that any Lien arising in connection with any such Indebtedness shall be limited
to the specific asset being financed or, in the case of real property or
fixtures, including additions and improvements, the real property on which such
asset is attached; and provided,  further,
however, that such Indebtedness is Incurred within 270 days after
such acquisition or construction of such assets.


 


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


 


27

















 


ownership
or benefit plan). Unless otherwise specified, Qualified Capital Stock refers to
Qualified Capital Stock of the Company.


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(96)                            with which neither Symmetry nor any
Restricted Subsidiary other than a Receivables Entity has any material
contract, agreement, arrangement or understanding other than on terms which
Symmetry reasonably believes to be no


 


29

















 


less favorable to
Symmetry or such Restricted Subsidiary than those that might be obtained at the
time from Persons that are not Affiliates of Symmetry; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Restricted
Payment” with respect to any Person means:


 


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


 


(103)                      the purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value of any Capital Stock of
Symmetry, Holdings or the Company held by any Person (other than by a
Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary
(other than Holdings or the Company) held by any Affiliate of Symmetry (other
than by a Restricted Subsidiary), including in connection with any merger or
consolidation and including the exercise of any option to exchange any Capital
Stock (other than into Capital Stock of Symmetry, Holdings or the Company that
is not Disqualified Stock);


 


(104)                      the purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment of any
Subordinated Obligations of Symmetry, the Company or any Subsidiary Guarantor
(other than (A) from


 


31

















 


Symmetry or a Restricted
Subsidiary or (B) the purchase, repurchase, redemption, defeasance or
other acquisition or retirement of Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of such purchase,
repurchase, redemption, defeasance or other acquisition or retirement); or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


“Senior
Indebtedness” means with respect to any Person:


 


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


 


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


 


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


 


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


 


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


 


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


 


(D)                               any Capital Stock;


 


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


 


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


 


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


 


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


 


33

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Temporary
Cash Investments” means any of the following:


 


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


 


(109)                      investments in demand and time deposit
accounts, certificates of deposit, bankers’ acceptances and money market
deposits maturing within


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35
















 


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


 


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


 


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


 


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


 


“Unrestricted
Subsidiary” means:


 


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


 


(117)                      any Subsidiary of an Unrestricted
Subsidiary.


 


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


 


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


 


36

















 


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


 


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


 


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


 


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


 


37

















 


SECTION 1.02.                            Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.08(a)

  
	
   

  	
   

  	
   

  
	
  “Appendix”

  	
   

  	
  2.01

  
	
   

  	
   

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
   

  	
   

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  4.12(b)

  
	
   

  	
   

  	
   

  
	
  “covenant defeasance option”

  	
   

  	
  8.01(b)

  
	
   

  	
   

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
   

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
   

  	
   

  	
   

  
	
  “Guaranteed Obligations”

  	
   

  	
  10.01

  
	
   

  	
   

  	
   

  
	
  “Intercompany Note Offer Amount”

  	
   

  	
  4.15(d)(3)

  
	
   

  	
   

  	
   

  
	
  “Intercompany Note Offer Period”

  	
   

  	
  4.15(d)(3)

  
	
   

  	
   

  	
   

  
	
  “Intercompany Note Purchase Date”

  	
   

  	
  4.15(d)(2)

  
	
   

  	
   

  	
   

  
	
  “legal defeasance option”

  	
   

  	
  8.01(b)

  
	
   

  	
   

  	
   

  
	
  “Offer”

  	
   

  	
  4.06(d)

  
	
   

  	
   

  	
   

  
	
  “Offer Amount”

  	
   

  	
  4.06(e)(2)

  
	
   

  	
   

  	
   

  
	
  “Offer Period”

  	
   

  	
  4.06(e)(2)

  
	
   

  	
   

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
   

  	
   

  	
   

  
	
  “Purchase Date”

  	
   

  	
  4.06(e)(1)

  
	
   

  	
   

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
   

  	
   

  	
   

  
	
  “Successor Company”

  	
   

  	
  5.01(a)(1)

  
	
   

  	
   

  	
   

  
	
  “Symmetry”

  	
   

  	
  Preamble

  



 


SECTION 1.03.                            Incorporation by Reference of Trust
Indenture Act.  This Indenture is subject to the mandatory
provisions of the TIA which are incorporated


 


38

















 


by reference in and made
a part of this Indenture.  The following
TIA terms have the following meanings:


 


“Commission”
means the SEC;


 


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


 


“indenture
security holder” means a Holder;


 


“indenture
to be qualified” means this Indenture;


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)                                  “or” is not exclusive;


 


(4)                                  “including” means including without
limitation;


 


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


 


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


 


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


 


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


 


(9)                                  the principal amount of any Preferred
Stock shall be (A) the maximum liquidation value of such Preferred Stock
or (B) the maximum


 


39

















 


mandatory redemption or
mandatory repurchase price with respect to such Preferred Stock, whichever is
greater; and


 


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


 


Article 2


 


The
Securities


 


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


 


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


 


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


 


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


 


The
Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate the Securities. 
Unless limited by the terms of such appointment, an authenticating agent
may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


 


SECTION 2.03.                            Registrar and Paying Agent. 
The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Securities may be presented for payment (the “Paying
Agent”).  The Registrar shall keep a
register of the Securities and of their transfer and exchange.  The Company may have one or more


 


40

















 


co-registrars and one or
more additional paying agents.  The term
“Paying Agent” includes any additional paying agent.


 


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


 


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


 


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


 


SECTION 2.05.                            Holder Lists. 
The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.


 


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


 


SECTION 2.07.                            Replacement Securities. 
If a mutilated Security is surrendered to the Registrar or if the Holder
of a Security claims that the Security has


 


41

















 


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


 


Every
replacement Security is an additional Obligation of the Company.


 


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


 


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


 


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


 


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


 


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


 


42

















 


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


 


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


 


Article 3


 


Redemption


 


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


 


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


 


SECTION 3.02.                            Selection of Securities to Be Redeemed. 
If fewer than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed pro  rata to the extent
practicable.  The Trustee shall make the
selection from outstanding Securities not previously called for redemption; provided
that, notwithstanding anything to the contrary herein, no Securities held by
the Company may be selected for redemption. 
The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000.  Securities and portions of them the Trustee
selects shall be in principal amounts of $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.  The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.


 


43

















 


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


 


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


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.04.                            Effect of Notice of Redemption. 
Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date and at the redemption price
stated in the notice.  Upon surrender to
the Paying Agent, such Securities shall be paid at the redemption price stated
in the notice, plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the related interest payment date), and such Securities shall be canceled by
the Trustee.  Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.


 


SECTION 3.05.                            Deposit of Redemption Price. 
Prior to the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that


 


44

















 


date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancellation.


 


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


 


Article
4


 


Covenants


 


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


 


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


 


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


 


45

















 


its website within the
time periods that would apply if the Company were required to file those
reports with the SEC.  Notwithstanding
the foregoing, the Company may satisfy such requirements prior to the
effectiveness of the Shelf Registration Statement or the Exchange Offer
Registration Statement by filing with the SEC the Shelf Registration Statement
or the Exchange Offer Registration Statement, to the extent that any such
Registration Statement contains substantially the same information as would by required
to be filed by the Company if it were subject to the reporting requirements of
Sections 13 or 15(d) of the Exchange Act, and by providing the Trustee and the
Holders with such Registration Statement (and any amendments thereto) promptly
following the filing thereof.


 


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


 


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


 


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


 


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


 


46

















 


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


 


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


 


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


 


(3)                                  Indebtedness represented by the
Securities;


 


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


 


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


 


47

















 


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


 


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


 


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


 


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


 


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


 


(11)                            Purchase Money Indebtedness Incurred by
Symmetry or any Restricted Subsidiary to finance the acquisition, construction,
lease, repair or


 


48

















 


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


 


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


 


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


 


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


 


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


 


49

















 


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


 


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


 


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


 


50

















 


amount of the Indebtedness being Refinanced, in which
case the U.S. Dollar Equivalent of such excess, as appropriate, will be
determined on the date such Refinancing Indebtedness is Incurred.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(E)                                 the amount by which Indebtedness of
Symmetry or any Restricted Subsidiary is reduced on Symmetry’s consolidated
balance sheet upon the conversion or exchange subsequent to the Issue Date of
any Indebtedness of Symmetry or any Restricted Subsidiary convertible or
exchangeable for Qualified Capital Stock of Symmetry (less the amount of any
cash, or the fair value of any other property, distributed by Symmetry or any
Restricted Subsidiary upon such conversion or exchange);


 


51

















 


provided, however, that the foregoing
amount shall not exceed the Net Cash Proceeds received by Symmetry or any
Restricted Subsidiary from the issuance or sale of such Indebtedness (excluding
Net Cash Proceeds from issuances or sales to a Subsidiary of Symmetry or to an
employee stock ownership plan or a trust established by Symmetry or any of its
Subsidiaries for the benefit of their employees); plus


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


(5)                                  the declaration and payment of dividends
on Disqualified Stock issued pursuant to Section 4.03; provided, however,
that, at the time of payment of such dividend, no Default shall have occurred
and be continuing (or would result therefrom); and provided  further, however, that such
dividends shall be excluded in the calculation of the amount of Restricted
Payments pursuant to Section 4.04(a)(3);


 


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


 


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


 


(8)                                  in the event of a Change of Control, and
if no Default shall have occurred and be continuing, the payment, purchase,
redemption, defeasance or other acquisition or retirement of Subordinated
Obligations of Symmetry, the Company or any Subsidiary Guarantor, in each case,
at a purchase price not greater than 101% of the principal amount of such
Subordinated Obligations, plus


 


53

















 


any accrued and unpaid
interest thereon; provided, however, that prior to such payment,
purchase, redemption, defeasance or other acquisition or retirement, the
Company (or a third party to the extent permitted by this Indenture) has made a
Change of Control Offer with respect to the Securities as a result of such
Change of Control and has repurchased all Securities validly tendered and not
withdrawn in connection with such Change of Control Offer; and provided  further, however, that such
payments, purchases, redemptions, defeasances or other acquisitions or
retirements shall be included in the calculation of the amount of Restricted
Payments pursuant to Section 4.04(a)(3);


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.05.                            Limitation on Restrictions on
Distributions from Restricted Subsidiaries.  Symmetry shall
not, and shall not permit any of the Restricted


 


54

















 


Subsidiaries to, create
or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any of the Restricted Subsidiaries
to (a) pay dividends or make any other distributions on its Capital Stock
to Symmetry or a Restricted Subsidiary or pay any Indebtedness owed to Symmetry
or any Restricted Subsidiary (including Indebtedness under the Intercompany
Notes), (b) make any loans or advances to Symmetry or any Restricted
Subsidiary or (c) transfer any of its property or assets to Symmetry or
any Restricted Subsidiary, except:


 


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


 


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


 


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


 


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


 


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


 


55

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(R)                                any encumbrance or restriction existing
under or by reason of Indebtedness or other contractual requirements of a
Receivables Entity or any Standard Securitization Undertaking, in each case in
connection with a Qualified Receivables Transaction; provided that such
restrictions apply only to such Receivables Entity and Receivables and Related
Assets;


 


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


 


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


 


56

















 


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


 


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


 


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


 


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


 


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


 


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


 


(A)                              first, to the extent Symmetry or such Restricted Subsidiary
so elects, to acquire Additional Assets within 365 days from the later of
the date of such Asset Disposition or the receipt of such Net Available Cash; provided
that such Additional Assets constitute (x) First-Priority Assets that are
added to the First-Priority Collateral reasonably promptly after their
acquisition, (y) in the case of Non-ABL Intercompany Note Assets, Non-ABL
Intercompany Note Assets that are added to the Intercompany Note Collateral
reasonably promptly after their acquisition, or (z) Capital Stock of a
Wholly Owned Subsidiary with assets that qualify


 


57

















 


as First-Priority Assets to
the extent that such First-Priority Assets, together with any First-Priority
Assets described in clause (x) above and any assets comprising
Intercompany Note Collateral described in clause (y) above, have a Fair
Market Value equal to or greater than the Net Available Cash applied pursuant
to this clause (A) and such First-Priority Assets are added to the
First-Priority Collateral reasonably promptly after the acquisition;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


58

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(2)                                  any securities received by Symmetry or
any Restricted Subsidiary from the transferee that are converted by Symmetry or
such Restricted Subsidiary


 


59

















 


into cash within
90 days after such Asset Disposition, to the extent of the cash received
in that conversion.


 


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


 


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


 


60

















 


Cash available therefor is less than $5,000,000 (which
lesser amount shall be carried forward for purposes of determining whether such
an Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).  Upon completion of
such Offer, Net Available Cash will be deemed to be reduced by the aggregate
amount of such Offer.


 


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


 


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


 


61

















 


the Securities delivered
by the Company to the Trustee is less than the Offer Amount applicable to the
Securities, the Trustee shall deliver the excess to the Company immediately
after the expiration of the Offer Period for application in accordance with
this Section 4.06.


 


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


 


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


 


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


 


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


 


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


 


62

















 


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


 


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


 


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


 


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


 


63

















 


is fair, from a financial standpoint, to Symmetry and
the Restricted Subsidiaries or is not less favorable to Symmetry and the
Restricted Subsidiaries than could reasonably be expected to be obtained at the
time in an arm’s-length transaction with a Person who was not an Affiliate.


 


(b)                                 Section 4.08(a) shall not prohibit
(1) any Investment (other than a Permitted Investment) or other Restricted
Payment, in each case permitted to be made pursuant to (but only to the extent
included in the calculation of the amount of Restricted Payments made pursuant
to paragraph (a)(3) of) Section 4.04; (2) any issuance of
securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors of
Symmetry; (3) the payment of reasonable fees and expenses and reasonable
and customary indemnities to members of the Board of Directors of Symmetry and
the Restricted Subsidiaries who are not employees of Symmetry or any of the
Restricted Subsidiaries; (4) any transaction with Symmetry, a Restricted
Subsidiary or joint venture or similar entity which would constitute an
Affiliate Transaction solely because Symmetry or a Restricted Subsidiary owns
an equity interest in or otherwise controls such Restricted Subsidiary, joint
venture or similar entity; (5) the issuance or sale of any Capital Stock
(other than Disqualified Stock) of Symmetry; (6) transactions with customers,
clients, vendors, suppliers or other purchasers or sellers of goods or
services, in each case in the ordinary course of business (including pursuant
to joint venture agreements); (7) any transaction on arm’s-length terms with
any non-Affiliate that becomes an Affiliate as a result of such transactions;
(8) the payment of reasonable and customary compensation and other benefits
(including retirement, health, option, deferred compensation and benefits
plans) and indemnities to officers and employees of Symmetry and the Restricted
Subsidiaries as determined in good faith by the Board of Directors of Symmetry;
and (9) any transaction effected as part of a Qualified Receivables
Transaction.


 


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


 


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


 


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


 


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


 


64

















 


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


 


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


 


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


 


SECTION 4.12.                 Change of Control. 
(a)  Upon the occurrence of a Change of Control, each Holder
shall have the right to require that the Company purchase such Holder’s
Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest thereon to the date of purchase
(subject to the right of Holders on the relevant record date to receive
interest on the relevant interest payment date), in accordance with the terms
contemplated in Section 4.12(b); provided, however, that notwithstanding
the occurrence of a Change of Control, the Company shall not be obligated to
purchase the Securities pursuant to this Section 4.12 in the event it has
exercised its right to redeem all the Securities pursuant to paragraph 5 of the
Securities.


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Holders electing to have a Security
purchased will be required to surrender the Security, with an appropriate form
duly completed, to the Company at the address specified in the notice at least
three Business Days prior to the purchase date. 
Holders will be entitled to withdraw their election if the Trustee or
the Company receives


 


65

















 


not later than one Business Day prior to the purchase
date, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.13.                 Future Guarantors and Liens. 
Symmetry shall cause (a) each Restricted Subsidiary that Guarantees
any Credit Agreement Obligations (other than Foreign Restricted Subsidiaries
that Guarantee only the Credit Agreement Obligations of Foreign Subsidiaries),
(b) each Domestic Subsidiary that is a Restricted Subsidiary that Incurs
any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to
clause (2), (3), (7), (8), (9), (10), (12) or (14) of Section
4.03(b)) and (c) each Foreign Restricted Subsidiary that Guarantees any
Indebtedness of Symmetry or any of the Domestic Subsidiaries to, in each case,
reasonably promptly thereafter, (i) execute and deliver to the Trustee a
Guaranty Agreement pursuant to which such Subsidiary will Guarantee payment of
the Securities on the same terms and conditions as those set forth in this Indenture,
(ii) execute counterparts of or supplements to the Security Documents


 


66

















 


that grant to the Collateral Agent, for the benefit of
the Secured Parties, a first-priority security interest in all First-Priority
Assets owned by such Subsidiary, subject to Permitted Liens and the
Intercreditor Agreement, (iii) execute counterparts of or supplements to the
Security Documents that grant to the Collateral Agent, for the benefit of the
Secured Parties, a second-priority security interest in all Second-Priority
Assets owned by such Subsidiary, subject to Permitted Liens and the
Intercreditor Agreement, and (iv) so long as any Credit Agreement Obligations
shall be outstanding, or any commitment to extend credit that would give rise
to Credit Agreement Obligations shall be in effect, execute counterparts of or
supplements to the Intercreditor Agreement; provided, however,
that any Non-Wholly Owned Subsidiary (or any Special Purpose Holdco with
respect to such Non-Wholly Owned Subsidiary) will not be required to become a
Subsidiary Guarantor and comply with clauses (i), (ii), (iii) and (iv)
above if the organizational documents thereof or any related joint venture or
similar agreements prohibit such Non-Wholly Owned Subsidiary (or such Special
Purpose Holdco) from becoming a party to the Guaranty Agreement without the
prior consent of the equityholders thereof (other than Symmetry or any of its
Subsidiaries); provided, further, that if (x) the combined
EBITDA of all such Non-Wholly Owned Subsidiaries and Special Purpose Holdcos
that do not become Subsidiary Guarantors pursuant to the preceding proviso
exceed 15% of the EBITDA of Symmetry and its Restricted Subsidiaries for the
most recently ended four consecutive fiscal quarter period of Symmetry for
which financial statements are publicly available or (y) the total assets
of all such Non-Wholly Owned Subsidiaries and Special Purpose Holdcos that do
not become Subsidiary Guarantors pursuant to the preceding proviso exceeds 15%
of the total assets of Symmetry and its Restricted Subsidiaries as of the last
day of the most recently ended fiscal quarter period of Symmetry for which
financial statements are publicly available, then Symmetry shall cause some or
all of such Non-Wholly Owned Subsidiaries and Special Purpose Holdcos to become
Subsidiary Guarantors so that the limits set forth in clauses (x) and
(y) above are not exceeded. 
Notwithstanding the foregoing, if granting the security interests by any
Subsidiary as described in clause (ii) or (iii) above is not permitted in
any respect by the terms of any encumbrance or restriction permitted under
Section 4.07, such Subsidiary will not be required to grant such security
interest to the extent not so permitted.


 


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


 


67
















 


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


 


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


 


(c)           Neither Symmetry nor any Restricted Subsidiary shall
(i) cause or permit the terms of any Intercompany Loan or Intercompany
Note or any related document (including any Intercompany Note Security
Document) to be amended, modified or waived in any respect (except that the
Company and Novamerican Steel may agree to change the dates of payment of
interest on, the rate at which interest accrues on, or the currency of payment
of, or defer the payments of interest on, any Intercompany Note, and the
Trustee may, without the consent of the Holders, approve any other amendment,
modification or waiver that it determines is not adverse to the Holders),
(ii) cancel or compromise any Intercompany Loan or Intercompany Note or
contribute any Intercompany Note to the capital of Novamerican Steel or any
other Subsidiary of Symmetry, (iii) transfer or assign, or create any
consensual Lien on (other than pursuant to the Security Documents and the
Credit Agreement), any Intercompany Loan or Intercompany Note or
(iv) demand or accept any payment under any Intercompany Note (other than
payments of interest when and as due and prepayments permitted under
paragraph (d) below). In making any determination referred to in clause
(i) above, the Trustee shall be entitled to rely on an Officers’ Certificate
and an Opinion of Counsel, in each case, stating that the proposed amendment,
modification or waiver is not adverse to the Holders. Subject to Section 7.01,
the Trustee shall be fully protected in relying upon any such Officers’
Certificate or Opinion of Counsel.


 


(d)           In the case of the Intercompany Loan made on the Issue
Date as part of the Transactions, neither Symmetry nor any Restricted
Subsidiary shall cause or permit such Intercompany Loan or the Intercompany
Note representing such Intercompany Loan to be prepaid or repaid (and the
Company shall not demand prepayment or repayment) unless the proceeds of such
prepayment or repayment are applied to (i) the Securities tendered pursuant to
an offer by the Company for the 


 


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Securities (the “Intercompany Note Offer”) at a
purchase price of 100% of their principal amount, without premium, plus accrued
and unpaid interest, in accordance with the procedures set forth in paragraph
(e) below, or (ii) redeem Notes in accordance paragraph 5 of the
Securities.


 


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


 


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


 


(3)           Not later than the date upon which written notice of
an Intercompany Note Offer is delivered to the Trustee as provided below, the
Company shall deliver to the Trustee an Officers’ Certificate as to
(A) the amount of the Intercompany Note Offer (the “Intercompany Note Offer
Amount”), and (B) the compliance of with the provisions of
Section 4.15(d). On such date, the Company shall also irrevocably deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust) in Temporary Cash Investments,
maturing on the last day prior to the Purchase Date or on the Intercompany Note
Purchase Date if funds are immediately available by open of business, an amount
equal to the Intercompany Note Offer Amount to be held for payment in
accordance with the provisions of this Section. Upon the expiration of the
period for which the Intercompany Note Offer remains open (the “Intercompany
Note Offer Period”), the Company shall deliver to the Trustee for
cancellation the Securities or portions thereof which have been properly
tendered to and are to be accepted by the Company. The Trustee shall, on the
Intercompany Note Purchase Date, mail or deliver payment (or cause the 


 


69

















 


delivery of payment) to
each tendering Holder in the amount of the purchase price. In the event that
the aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Intercompany Note Offer Amount applicable to the
Securities, the Trustee shall deliver the excess to the Company immediately
after the expiration of the Intercompany Note Offer Period.


 


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


 


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


 


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


 


(f)            If any assets constituting Intercompany Note Assets
are acquired under Section 4.06 or any other material assets constituting
Intercompany Note Assets are acquired by Novamerican Steel after the Issue Date
(other than assets constituting Intercompany Note Collateral under the
Intercompany Note Security Documents that become subject to the Lien of the
Intercompany Note Security Documents upon the acquisition thereof), Novamerican
Steel shall execute and deliver such mortgages, deeds of trust, security
instruments and financing statements as shall be reasonably necessary or
requested by the Canadian Collateral Agent to vest in the Canadian Collateral
Agent, for the benefit of the Company (and its successors and assigns), a
security interest, subject to Permitted Liens, in such assets.


 


SECTION 4.16.      Compliance Certificate.
The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company an 


 


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


 


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


 


Article
5


 


Successor
Company


 


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


 


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


 


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


 


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


 


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


 


(5)           the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders will not recognize income,
gain or loss for 


 


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Federal
income tax purposes as a result of such transaction and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such transaction had not occurred;


 


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


 


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


 


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


 


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


 


(1)           except in the case of a Subsidiary Guarantor that has,
or, in the case of Novamerican Steel, except if Novamerican Steel has,
(x) been disposed of in its entirety to another Person (other than to
Symmetry or an Affiliate of Symmetry), whether through a merger, consolidation
or sale of Capital Stock or assets or (y) as a result of the disposition
of all or a portion of its Capital Stock, ceased to be a Subsidiary of
Symmetry, in both cases, if in connection therewith the Company provides an
Officers’ Certificate to the Trustee to the effect that Symmetry and the
Restricted Subsidiaries will comply with their obligations under Section 4.06.
In respect of such disposition, the resulting, surviving or transferee Person
(if not such Subsidiary) shall be a Person organized and existing under the
laws of the jurisdiction under which such Subsidiary was organized or under the
laws of the United States of America, or any State thereof or the District of
Columbia, and such Person shall expressly assume (A) in the case of a
consolidation, merger, conveyance, transfer or lease involving a Subsidiary
Guarantor, by a Guaranty Agreement and a supplement to the Security Documents
to which such Subsidiary is a party, in a form reasonably satisfactory 


 


72

















 


to the Trustee, all the
obligations of such Subsidiary under its Note Guarantee and such Security
Documents and (B) in the case of a consolidation, merger, amalgamation,
conveyance, transfer or lease involving Novamerican Steel, by one or more
Intercompany Notes, all the Intercompany Obligations;


 


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


 


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


 


Article
6


 


Defaults
and Remedies


 


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


 


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


 


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


 


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


 


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


 


(5)           Symmetry, the Company, any Subsidiary Guarantor or
Novamerican Steel fails to comply with its other agreements contained in the
Securities, this Indenture, the Security Documents, the Intercompany Notes or
the Intercompany Note Security Documents (other than those referred to in
clause (1), (2), (3) or (4) above) and such failure continues for 60 days
after the notice specified below;


 


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


 


(7)           Symmetry, the Company, any Subsidiary Guarantor or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(U)          commences a voluntary case;


 


(A)          consents to the entry of an order for relief against
it in an involuntary case;


 


(B)           consents to the appointment of a Custodian of it or
for any substantial part of its property; or


 


(C)           makes a general assignment for the benefit of its
creditors;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)         (A) any Note Guarantee, or any Security Document
executed by, or any security interest granted thereunder by, the Company or a
Guarantor ceases to be in full force and effect (except as contemplated by the
terms of this Indenture, the Security Documents, the Intercreditor Agreement or
the Notes Guarantees), except (i) as a result of (x) the failure of
the Collateral Agent to take 


 


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


 


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


 


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


 


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


 


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


 


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SECTION 6.02.      Acceleration. If an
Event of Default (other than an Event of Default specified in
Section 6.01(7) or (8) with respect to the Company) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the outstanding Securities by notice to the Company
and the Trustee, may declare the principal of and accrued and unpaid interest
on all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company
occurs, the principal of and interest on all the Securities shall ipso  facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may rescind an
acceleration and its consequences if (i) the rescission would not conflict with
any judgment or decree, (ii) if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of acceleration and (iii) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and other amounts due the Trustee under
Section 7.07 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.


 


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


 


The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.


 


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


 


SECTION 6.05.      Control by Majority.
The Holders of a majority in principal amount of the Securities may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Holders or would involve the Trustee
in personal liability; provided, however, that the Trustee may
take any other 


 


76

















 


action deemed proper by the
Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification reasonably
satisfactory to it against all losses and expenses caused by taking or not
taking such action.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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SECTION 6.09.      Trustee May File Proofs of
Claim. The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders allowed in any judicial proceedings relative to the
Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.07.


 


SECTION 6.10.      Priorities. If the
Trustee collects any money or property pursuant to this Article 6 (including as
a result of taking any action referred to in Section 11.05), it shall pay out
the money or property in the following order:


 


FIRST:                    to the Trustee for amounts due under Section
7.07;


 


SECOND:               to
Holders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal and interest,
respectively; and


 


THIRD:                  to the Company.


 


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


 


SECTION 6.11.      Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in aggregate principal
amount of the Securities.


 


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


 


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hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been
enacted.


 


Article
7


 


Trustee


 


SECTION 7.01.      Duties of Trustee. (a)  If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person’s own affairs.


 


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


 


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


 


(2)           in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.


 


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


 


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


 


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


 


(3)           the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.


 


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


 


(e)           The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.


 


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


 


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


 


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


 


SECTION 7.02.      Rights of Trustee. (a)  The
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document.


 


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


 


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


 


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


 


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


 


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


 


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


 


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(h)           Subject to Section 7.01(b)(2), the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other paper
document, but the Trustee may, in its discretion, make such further inquiry or
investigation into such facts or matters as it may see fit.


 


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


 


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


 


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


 


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


 


SECTION 7.03.      Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.


 


SECTION 7.04.      Trustee’s Disclaimer.
The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company or any Guarantor in
this Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee’s certificate of
authentication.


 


SECTION 7.05.      Notice of Defaults. If
a Default occurs, is continuing and is known to the Trustee, the Trustee shall
mail to each Holder notice of the Default within 90 days after it occurs.
Except in the case of a Default in the payment of principal of or interest on
any Security (including payments pursuant to the mandatory 


 


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redemption provisions of such
Security, if any), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is not opposed to the interests of the Holders.


 


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


 


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


 


SECTION 7.07.      Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable compensation
for its services. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts. Symmetry and the Company shall jointly and severally indemnify the
Trustee against any and all loss, liability or expense (including attorneys’ fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Trustee shall notify Symmetry and the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify Symmetry and the Company shall not relieve Symmetry or the
Company of its obligations hereunder. Symmetry and the Company shall defend the
claim and the Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel; provided, however, that
neither Symmetry nor the Company shall be required to pay for any settlement
made in connection with such claim without the consent of Symmetry or the
Company (such consent not to be unreasonably withheld). Neither Symmetry nor
the Company need to reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee’s own wilful
misconduct, negligence or bad faith.


 


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


 


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


 


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


 


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


 


(2)           the Trustee is adjudged bankrupt or insolvent;


 


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


 


(4)           the Trustee otherwise becomes incapable of acting.


 


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


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07.


 


If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in
principal amount of the Securities may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If
the Trustee fails to comply with Section 7.10, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


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


 


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


 


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


 


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


 


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


 


Article
8


 


Discharge
of Indenture; Defeasance


 


SECTION 8.01.      Discharge of Liability on Securities; Defeasance. (a)  When (1) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (2) all outstanding
Securities have become due and payable, whether at maturity or on a redemption
date as a result of the mailing of a notice of redemption pursuant to
Article 3 and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this Indenture
shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the Company.


 


(b)           Subject to Sections 8.01(c) and 8.02, the Company at
any time may terminate (1) all the obligations of the Company and the
Guarantors under the Securities, this Indenture and the Security Documents (“legal
defeasance option”) or (2) the obligations of the Company and the
Guarantors under Sections 4.02, 4.03, 4.04, 4.05, 


 


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4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14
and 4.15 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8),
6.01(9) and 6.01(10) (but, in the case of Sections 6.01(7) and (8), with
respect only to Significant Subsidiaries and Guarantors) and the limitations
contained in Section 5.01(a)(3) (“covenant defeasance option”). The
Company may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.


 


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


 


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


 


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


 


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


 


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


 


(2)           the Company delivers to the Trustee a certificate from
a nationally recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and without
reinvestment on the deposited U.S. Government Obligations plus any
deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay principal and interest when due on all the
Securities to maturity or redemption, as the case may be;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


86

















 


Holders
entitled to the money must look to the Company for payment as general
creditors.


 


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


 


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


 


Article
9


 


Amendments


 


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


 


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


 


(2)           to comply with Article 5;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(12)         to add Intercompany Notes; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


89

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to give their consent or take any other
action 


 


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described
above or required or permitted to be taken pursuant to this Indenture. If a
record date is fixed, then notwithstanding the immediately preceding paragraph,
those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to
revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date.


 


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


 


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


 


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


 


Article
10


 


Guarantees


 


SECTION 10.01.    Guarantees. Each Guarantor hereby unconditionally and irrevocably
guarantees, jointly and severally, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal 


 


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of and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under this Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of
all other obligations of the Company under this Indenture and the Securities
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended
or renewed, in whole or in part, without notice or further assent from such
Guarantor and that such Guarantor will remain bound under this Article 10
notwithstanding any extension or renewal of any Obligation.


 


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


 


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


 


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


 


Each
Guarantor agrees that its Note Guarantee shall remain in full force and effect
until payment in full of all the Guaranteed Obligations or such Notes 


 


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


 


In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any
other Obligation, each Guarantor hereby promises to and shall, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to
the Holders or the Trustee an amount equal to the sum of (A) the unpaid
amount of such Guaranteed Obligations, (B) accrued and unpaid interest on
such Guaranteed Obligations (but only to the extent not prohibited by law) and
(C) all other monetary Guaranteed Obligations of the Company to the Holders and
the Trustee.


 


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


 


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


 


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


 


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


 


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extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that in the case of
clauses (1) above, (i) such sale or other disposition is made to a Person other
than Symmetry or an Affiliate of Symmetry, (ii) such sale or disposition is
otherwise permitted by this Indenture and (iii) the 


 


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Company provides an
Officers’ Certificate to the Trustee to the effect that the Company will comply
with its obligations under Section 4.06.


 


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


 


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


 


Article
11


 


Collateral
and Security


 


SECTION 11.01.    Security Documents. The Notes Obligations are secured as provided in the
Security Documents, subject to the terms of the Intercreditor Agreement. Each
Holder, by its acceptance of this Indenture and the Securities, consents and
agrees to all of the terms of the Security Documents and the Intercreditor
Agreement (including the provisions thereof providing for release and
subordination of Liens, and foreclosure upon, and the exercise of rights and
remedies with respect to, Collateral), in each case, as the same may be in
effect or may be amended from time to time in accordance with their terms. The
Company shall deliver to the Trustee (if it is not then the Collateral Agent)
copies of all documents delivered to the Collateral Agent pursuant to the
Security Documents, and will do or cause to be done all such acts and things as
may be required by the succeeding provisions of this Section 11.01 to assure and
confirm to the Trustee and the Collateral Agent the security interest in the
Collateral contemplated hereby, by the Security Documents or any part thereof,
as from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Securities secured hereby,
according to the intent and purposes herein expressed. Symmetry shall take, and
shall cause the Restricted Subsidiaries to take, any and all actions reasonably
required to cause the Security Documents to create and maintain, as security
for the Notes Obligations, a valid and enforceable perfected
(a) first-priority Lien and security interest in and on all First-Priority
Assets and (b) second-priority Lien and security interest in and on all Second-Priority
Assets, in each case subject to the terms of the Intercreditor Agreement, in
favor of the Collateral Agent for the benefit of the Secured Parties.
Notwithstanding the foregoing or anything to the contrary set forth in this
Indenture or any Security Document, neither this Indenture nor any Security
Document shall require the creation or perfection of Liens on, or the obtaining
of title insurance, legal opinions 


 


95

















 


or other deliverables with respect to, particular
assets of Symmetry or any of its Subsidiaries if and for so long as the Trustee
determines that the cost of creating or perfecting such Liens, or obtaining
such title insurance, legal opinions or other deliverables in respect of, such
assets shall be excessive in view of the benefits to be obtained by the Holders
therefrom. The Trustee shall be entitled to make any such determination based
on an Officers’ Certificate stating that, due to cost considerations analogous
to those that would be applicable were the Trustee to require any such action
or deliverable, the same is not required by the Credit Agent in the exercise of
its authority under the Credit Agreement. Subject to Section 7.01, the Trustee
shall be fully protected in making any such determination solely based on any
such Officers’ Certificate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)           No release of the Liens created under the Security
Documents may be made pursuant to the provisions of the Security Documents
except in accordance with the provisions of this Section 11.03, including,
to the extent required by this Section 11.03, the delivery of an Officers’
Certificate stating that such release is permitted hereunder.


 


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


 


(e)           The release of any Collateral from the Security
Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent such Liens are
released pursuant to the terms of (i) the Intercreditor Agreement or (ii) this
Indenture and the Security Documents. To the extent applicable, the Company
will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the
release of property or securities from the Liens of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Liens of the Security Documents, to be complied with. Any
certificate or 


 


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opinion required by TIA § 314(d) may be made by an
Officer of the Company except in cases where TIA § 314(d) requires that such
certificate or opinion be made by an independent Person, which Person will be
an independent engineer, appraiser or other expert selected by the Company and
approved by the Trustee in the exercise of reasonable care.


 


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


 


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


 


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


 


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


 


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


 


Subject
to the Intercreditor Agreement, the Trustee will have power to institute and
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts that may be unlawful or in violation
of the Security Documents or this Indenture, and such suits and proceedings as
the Trustee may deem expedient to preserve or protect its interests and the
interests of the other Secured Parties in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Secured Parties).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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with respect to any bond that may be issued and
pledged from time to time for the benefit of the Company.


 


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


 


Article
12


 


Miscellaneous


 


SECTION 12.01.    Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control.


 


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


 


if
to Symmetry, the Company or any Subsidiary Guarantor:


 


Symmetry
Holdings Inc.


28
W. 44th Street


16th
Floor


New
York, New York 10036


Attention:  General Counsel


Facsimile:  (646) 429-1541


 


if
to the Trustee:


 


The
Bank of New York


101
Barclay Street, Floor 8W


New
York, New York 10286


Attention:  Corporate Finance Group


Facsimile:  (732) 667-9190


 


101

















 


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


 


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


 


Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.


 


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


 


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


 


(1)           an Officers’ Certificate in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


(2)           an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


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


 


(1)           a statement that the individual making such
certificate or opinion has read such covenant or condition;


 


(2)           a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


 


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


 


102

















 


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


 


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


 


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


 


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


 


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


 


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


 


103

















 


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


 


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


 


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


 


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


 


SECTION 12.14.    Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions
hereof.


 


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


 


	
   

  	
  NOVAMERICAN
  STEEL FINCO INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  SYMMETRY
  HOLDINGS INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  Chief Executive Officer

  	 

							



 


104

















 


	
   

  	
  NOVAMERICAN
  STEEL HOLDINGS 

  INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  INTEGRATED
  STEEL INDUSTRIES, 

  INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN
  STEEL AND ALUMINUM 

  CORPORATION,

  	 

	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  NOVA
  TUBE AND STEEL, INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  NOVAMERICAN
  TUBE HOLDINGS,

  INC.,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

							



 


105

















 


	
   

  	
  NOVA
  TUBE INDIANA, LLC,

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Name:
  Corrado De Gasperis

  	 

	
   

  	
   

  	
  Title:
  President and Treasurer

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Remo J. Reale

  	 

	
   

  	
   

  	
  Name:
  Remo J. Reale

  	 

	
   

  	
   

  	
  Title:
  Vice President

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  BNY
  TRUST COMPANY OF CANADA

  (solely in connection with the provisions of

  Section entitled “The Canadian Collateral

  Agent”)

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/
  Patricia Benjamin

  	 

	
   

  	
   

  	
  Name:
  Patricia Benjamin

  	 

	
   

  	
   

  	
  Title:
  Authorized Officer

  	 

							



 


106
















 


RULE 144A/REGULATION S
APPENDIX


 


PROVISIONS RELATING TO INITIAL SECURITIES,

PRIVATE EXCHANGE SECURITIES

AND EXCHANGE SECURITIES


 


1.             Definitions


 


1.1           Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial
Purchasers” means J.P. Morgan Securities Inc. and CIBC World Markets Corp.


 


“Private
Exchange” means the offer by the Company, pursuant to the Registration Rights Agreement, to
the Initial Purchasers to issue
and deliver to each Initial
Purchaser, in exchange for the Initial Securities held by the Initial Purchaser
as part of its initial distribution, a like aggregate principal amount of
Private Exchange Securities.


 


“Private
Exchange Securities” means any 11.5% Senior Secured Notes Due 2015 issued
in connection with a Private Exchange.


 

















 


“Purchase
Agreement” means the Purchase Agreement dated November 14, 2007, among the
Company, the Guarantors party thereto, Novamerican Steel and the Initial
Purchasers.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Registered
Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to
certain Holders of Initial Securities, to issue and deliver to such Holders, in
exchange for the Initial Securities, a like aggregate principal amount of
Exchange Securities registered under the Securities Act.


 


“Registration
Rights Agreement” means the Registration Rights Agreement dated November
15, 2007, among the Company, the Guarantors party thereto and the Initial
Purchasers.


 


“Rule 144A Securities” means all Securities offered and sold to
QIBs in reliance on Rule 144A.


 


“Securities”
means the Initial Securities, the Exchange Securities and the Private Exchange
Securities, treated as a single class.


 


“Securities
Custodian” means the custodian with respect to a Global Security (as
appointed by the Depository), or any successor Person thereto and shall
initially be the Trustee.


 


“Shelf
Registration Statement” means the registration statement issued by the
Company in connection with the offer and sale of Initial Securities or Private
Exchange Securities pursuant to the
Registration Rights Agreement.


 


“Transfer
Restricted Securities” means Securities that bear or are required to bear
the legend relating to restrictions on transfer relating to the Securities Act
set forth in Section 2.3(e) hereof.


 


2

















 


1.2           Other Definitions


 


	
  Term

  	
   

  	
  Defined 

  in

  Section:

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  
	
   

  	
   

  	
   

  
	
  “Global Securities”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “IAI Global Security”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Permanent Regulation S Global Security”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Regulation S”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Regulation S Global Security”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Rule 144A”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Rule 144A Global Security”

  	
   

  	
  2.1(a)

  
	
   

  	
   

  	
   

  
	
  “Temporary Regulation S Global Security”

  	
   

  	
  2.1(a)

  



 


2.             The Securities.


 


2.1           (a)  Form and Dating. The
Initial Securities will be offered and sold by the Company pursuant to a
Purchase Agreement. The Initial Securities will be resold initially only to (i)
QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
and (ii) Persons other than U.S. Persons (as defined in Regulation S) in
reliance on Regulation S under the Securities Act (“Regulation S”).
Initial Securities may thereafter be transferred to, among others, QIBs, IAIs
and purchasers in reliance on Regulation S, subject to the restrictions on
transfer set forth herein. Initial Securities initially resold pursuant to Rule
144A shall be issued initially in the form of one or more permanent global
Securities in definitive, fully registered form (collectively, the “Rule
144A Global Security”); Initial Securities initially resold to IAIs shall
be issued initially in the form of one or more permanent global Securities in
definitive, fully registered form (collectively, the “IAI Global Security”);
and Initial Securities initially resold pursuant to Regulation S shall be
issued initially in the form of one or more temporary global securities in
fully registered form (collectively, the “Temporary Regulation S Global Security”),
in each case without interest coupons and with the global securities legend and
the applicable restricted securities legend set forth in Exhibit 1 hereto,
which shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Securities Custodian and registered in the name of
the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture. Except as set forth
in this Section 2.1(a), beneficial ownership interests in the Temporary
Regulation S Global Security will not be exchangeable for interests in 


 


3

















 


the Rule 144A Global Security,
the IAI Global Security, a permanent global security (the “Permanent Regulation
S Global Security”, and together with the Temporary Regulation S Global
Security, the “Regulation S Global Security”) or any other Global
Security prior to the expiration of the Distribution Compliance Period and
then, after the expiration of the Distribution Compliance Period, may be
exchanged for interests in a Rule 144A Global Security, an IAI Global Security
or the Permanent Regulation S Global Security only upon certification in form
reasonably satisfactory to the Trustee that (i) beneficial ownership interests
in such Temporary Regulation S Global Security are owned either by non-U.S.
persons or U.S. persons who purchased such interests in a transaction that did
not require registration under the Securities Act and (ii) in the case of an
exchange for an IAI Global Security, certification that the interest in the
Temporary Regulation S Global Security is being transferred to an institutional
“accredited investor” under the Securities Act that is an institutional
accredited investor acquiring the securities for its own account or for the
account of an institutional accredited investor.


 


Beneficial
interests in Temporary Regulation S Global Securities or IAI Global Securities
may be exchanged for interests in Rule 144A Global Securities if (1) such
exchange occurs in connection with a transfer of Securities in compliance with
Rule 144A and (2) the transferor of the beneficial interest in the Temporary
Regulation S Global Security or the IAI Global Security, as applicable, first
delivers to the Trustee a written certificate (in a form satisfactory to the
Trustee) to the effect that the beneficial interest in the Temporary Regulation
S Global Security or the IAI Global Security, as applicable, is being
transferred to a Person (a) who the transferor reasonably believes to be a QIB,
(b) purchasing for its own account or the account of a QIB in a transaction
meeting the requirements of Rule 144A, and (c) in accordance with all
applicable securities laws of the States of the United States and other
jurisdictions.


 


Beneficial
interests in Temporary Regulation S Global Securities and Rule 144A Global
Securities may be exchanged for an interest in IAI Global Securities if (1)
such exchange occurs in connection with a transfer of the securities in
compliance with an exemption under the Securities Act and (2) the transferor of
the Regulation S Global Security or Rule 144A Global Security, as applicable,
first delivers to the trustee a written certificate (substantially in the form
of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule
144A Global Security, as applicable, is being transferred (a) to an “accredited
investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities
Act that is an institutional investor acquiring the securities for its own
account or for the account of such an institutional accredited investor, in
each case in a minimum principal amount of the securities of $250,000, for
investment purposes and not with a view to or for offer or sale in connection
with any distribution in violation of the Securities Act and (B) in accordance
with all applicable securities laws of the States of the United States and
other jurisdictions.


 


Beneficial
interests in a Rule 144A Global Security or an IAI Global Security may be
transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the
Distribution Compliance Period, only if the transferor first delivers to the
Trustee a written certificate 


 


4

















 


(in the form
provided in the Indenture) to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 (if
applicable).


 


The Rule 144A
Global Security, the IAI Global Security, the Temporary Regulation S Global
Security and the Permanent Regulation S Global Security are collectively
referred to herein as “Global Securities”. The aggregate principal amount of
the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee as hereinafter provided.


 


(b)           Book-Entry Provisions. This
Section 2.1(b) shall apply only to a Global Security deposited with or on
behalf of the Depository.


 


The Company
shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for
such Global Security or Global Securities or the nominee of such Depository and
(b) shall be delivered by the Trustee to such Depository or pursuant to
such Depository’s instructions or held by the Trustee as custodian for the
Depository.


 


Members of, or
participants in, the Depository (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf
by the Depository or by the Trustee as the custodian of the Depository or under
such Global Security, and the Company, the Trustee and any agent of the Company
or the Trustee shall be entitled to treat the Depository as the absolute owner
of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of
such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.


 


(c)           Definitive Securities. Except
as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial
interests in Global Securities shall not be entitled to receive physical
delivery of Definitive Securities.


 


2.2           Authentication.  The Trustee
shall authenticate and deliver: 
(1) on the Issue Date, an aggregate principal amount of
$315,000,000 11.5% Senior Secured Notes Due 2015 and (2) Exchange
Securities or Private Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Securities, in each
case upon a written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company. Such order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated. The aggregate principal amount of Securities outstanding at any
time shall not exceed $315,000,000 except as provided in Section 2.07 of the
Indenture.


 


5

















 


2.3           Transfer and Exchange.


 


(a)           Transfer and
Exchange of Definitive Securities. When Definitive Securities are presented
to the Registrar with a request:


 


(x)            to register the
transfer of such Definitive Securities; or


 


(y)           to exchange such
Definitive Securities for an equal principal amount of Definitive Securities of
other authorized denominations,


 


the Registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


 


(i) shall be duly endorsed or accompanied by
a written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, duly executed by the Holder thereof or its attorney duly
authorized in writing; and


 


(ii) if such Definitive Securities are
required to bear a restricted securities legend, they are being transferred or
exchanged pursuant to an effective registration statement under the Securities
Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as
applicable:


 


(A)          if
such Definitive Securities are being delivered to the Registrar by a Holder for
registration in the name of such Holder, without transfer, a certification from
such Holder to that effect; or


 


(B)           if
such Definitive Securities are being transferred to the Company, a
certification to that effect; or


 


(C)           if
such Definitive Securities are being transferred (x) pursuant to an exemption
from registration in accordance with Rule 144A, Regulation S or Rule 144 under
the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the
form set forth on the reverse of the Security) and (ii) if the Company so
requests, an opinion of counsel or other evidence reasonably satisfactory to it
as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i).


 


(b)           Restrictions on Transfer
of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive
Security may not be exchanged for a beneficial interest in a Rule 144A Global
Security, an IAI Global Security or a Permanent Regulation S Global Security
except upon satisfaction of the requirements set forth below. Upon receipt by
the Trustee of a Definitive Security, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:


 


6

















 


(i)            certification, in the form set forth on the
reverse of the Security, that such Definitive Security is either (A) being
transferred to a QIB in accordance with Rule 144A, (B) being transferred to an
IAI or (C) being transferred after expiration of the Distribution Compliance
Period by a Person who initially purchased such Security in reliance on
Regulation S to a buyer who elects to hold its interest in such Security in the
form of a beneficial interest in the Permanent Regulation S Global Security;
and


 


(ii)           written instructions directing the Trustee
to make, or to direct the Securities Custodian to make, an adjustment on its
books and records with respect to such Rule 144A Global Security (in the case
of a transfer pursuant to clause (b)(i)(A)), IAI Global Security (in the case
of a transfer pursuant to clause (b)(1)(B)) or Permanent Regulation S
Global Security (in the case of a transfer pursuant to clause (b)(i)(C)) to
reflect an increase in the aggregate principal amount of the Securities
represented by the Rule 144A Global Security, IAI Global Security or Permanent
Regulation S Global Security, as applicable, such instructions to contain
information regarding the Depository account to be credited with such increase,


 


then the Trustee
shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depository and the Securities Custodian, the aggregate
principal amount of Securities represented by the Rule 144A Global Security,
IAI Global Security or Permanent Regulation S Global Security, as applicable,
to be increased by the aggregate principal amount of the Definitive Security to
be exchanged and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Rule 144A
Global Security, IAI Global Security or Permanent Regulation S Global Security,
as applicable, equal to the principal amount of the Definitive Security so
canceled. If no Rule 144A Global Securities, IAI Global Securities or Permanent
Regulation S Global Securities, as applicable, are then outstanding, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers’ Certificate of the Company, a new Rule
144A Global Security, IAI Global Security or Permanent Regulation S Global
Security, as applicable, in the appropriate principal amount.


 


(c)           Transfer and
Exchange of Global Securities.


 


(i)            The transfer and exchange of Global
Securities or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Security shall
deliver to the Registrar a written order given in accordance with the
Depository’s procedures containing information regarding the participant
account of the Depository to be credited with a beneficial interest in the 


 


7

















 


Global Security. The Registrar shall, in accordance with such
instructions instruct the Depository to credit to the account of the Person
specified in such instructions a beneficial interest in the Global Security and
to debit the account of the Person making the transfer the beneficial interest
in the Global Security being transferred.


 


(ii)           If the proposed transfer is a transfer of a
beneficial interest in one Global Security to a beneficial interest in another
Global Security, the Registrar shall reflect on its books and records the date
and an increase in the principal amount of the Global Security to which such
interest is being transferred in an amount equal to the principal amount of the
interest to be so transferred, and the Registrar shall reflect on its books and
records the date and a corresponding decrease in the principal amount of the
Global Security from which such interest is being transferred.


 


(iii)          Notwithstanding any other provisions of this
Appendix (other than the provisions set forth in Section 2.4), a Global
Security may not be transferred as a whole except by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.


 


(iv)          In the event that the Global Security is
exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix,
prior to the consummation of a Registered Exchange Offer or the effectiveness
of a Shelf Registration Statement with respect to such Securities, such
Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A, Regulation S or
another applicable exemption under the Securities Act, as the case may be) and
such other procedures as may from time to time be adopted by the Company.


 


(d)           Restrictions on
Transfer of Temporary Regulation S Global Securities. During the
Distribution Compliance Period, beneficial ownership interests in Temporary
Regulation S Global Securities may only be sold, pledged or transferred in
accordance with the Applicable Procedures and only (i) to the Company,
(ii) in an offshore transaction in accordance with Regulation S (other
than a transaction resulting in an exchange for an interest in a Permanent
Regulation S Global Security) or (iii) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any State of the United States.


 


(e)           Legend.


 


(i)            Except as permitted by the following
paragraphs (ii), (iii) and (iv), each Security certificate evidencing the
Global Securities (and all 


 


8

















 


Securities issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form:


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A
NOTES: TWO YEARS] [IN THE CASE OF REGULATION
S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE
OWNER OF THE SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL 


 


9

















 


AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.


 


Each certificate evidencing a Security
offered in reliance on Regulation S shall, in addition to the foregoing, bear a
legend in substantially the following form:


 


THIS SECURITY
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Security shall also bear the
following additional legend:


 


IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)           Upon any sale or transfer of a Transfer
Restricted Security (including any Transfer Restricted Security represented by
a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar
shall permit the transferee thereof to exchange such Transfer Restricted
Security for a certificated Security that does not bear the legend set forth
above and rescind any restriction on the transfer of such Transfer 


 


10

















 


Restricted Security, if the transferor thereof certifies in writing to
the Registrar that such sale or transfer was made in reliance on Rule 144
(such certification to be in the form set forth on the reverse of the
Security).


 


(iii)          After a transfer of any Initial Securities or
Private Exchange Securities pursuant to and during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Securities or Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange
Security will cease to apply, the requirements requiring any such Initial
Security or such Private Exchange Security issued to certain Holders be issued
in global form will cease to apply, and a certificated Initial Security or
Private Exchange Security or an Initial Security or Private Exchange Security
in global form, in each case without restrictive transfer legends, will be
available to the transferee of the Holder of such Initial Securities or Private
Exchange Securities upon exchange of such transferring Holder’s certificated
Initial Security or Private Exchange Security or directions to transfer such
Holder’s interest in the Global Security, as applicable.


 


(iv)          Upon the consummation of a Registered
Exchange Offer with respect to the Initial Securities, all requirements
pertaining to such Initial Securities that Initial Securities issued to certain
Holders be issued in global form will still apply with respect to Holders of
such Initial Securities that do not exchange their Initial Securities, and
Exchange Securities in certificated or global form, in each case without the
restricted securities legend set forth in Exhibit 1 hereto will be
available to Holders that exchange such Initial Securities in such Registered
Exchange Offer.


 


(v)           Upon the consummation of a Private Exchange
with respect to the Initial Securities, all requirements pertaining to such
Initial Securities that Initial Securities issued to certain Holders be issued
in global form will still apply with respect to Holders of such Initial
Securities that do not exchange their Initial Securities, and Private Exchange
Securities in global form with the global securities legend and the applicable
restricted securities legend set forth in Exhibit 1 hereto will be
available to Holders that exchange such Initial Securities in such Private
Exchange.


 


(f)            Cancellation or
Adjustment of Global Security. At such time as all beneficial interests in
a Global Security have either been exchanged for Definitive Securities,
redeemed, purchased or canceled, such Global Security shall be returned to the
Depository for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global
Security is exchanged for certificated Securities, redeemed, purchased or
canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Securities Custodian for 


 


11

















 


such Global Security) with respect to such
Global Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


(g)           No Obligation of the
Trustee.


 


(i)            The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Security, a member of, or a
participant in the Depository or other Person with respect to the accuracy of
the records of the Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Securities shall be given or made only
to or upon the order of the registered Holders (which shall be the Depository
or its nominee in the case of a Global Security). The rights of beneficial
owners in any Global Security shall be exercised only through the Depository
subject to the applicable rules and procedures of the Depository. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its members, participants and any beneficial
owners.


 


(ii)           The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between
or among Depository participants, members or beneficial owners in any Global
Security) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly
required by, the terms of the Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


2.4           Definitive Securities.


 


(h)           A Global Security
deposited with the Depository or with the Trustee as Securities Custodian for
the Depository pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of Definitive Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with
Section 2.3 hereof and (i) the Depository notifies the Company that
it is unwilling or unable to continue as Depository for such Global Security
and the Depository fails to appoint a successor depository or if at any time
such Depository ceases to be a “clearing agency” registered under the Exchange
Act, in either case, and a successor depository is not appointed by the Company
within 90 days of such notice, or (ii) an Event of Default has
occurred and is 


 


12

















 


continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Securities under this Indenture.


 


(i)            Any Global Security
that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depository to the Trustee at its
principal corporate trust office located in the Borough of Manhattan, The City
of New York, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Security, an equal aggregate principal
amount of Definitive Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section 2.4 shall be
executed, authenticated and delivered only in denominations of $2,000 principal
amount  and any integral multiples
of $1,000 in excess thereof and registered in such names as the Depository
shall direct. Any Definitive Security delivered in exchange for an interest in
the Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e)
hereof, bear the applicable restricted securities legend and definitive
securities legend set forth in Exhibit 1 hereto.


 


(j)            Subject to the
provisions of Section 2.4(b) hereof, the registered Holder of a Global
Security shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the
Indenture or the Securities.


 


(k)           In the event of the occurrence of one of the
events specified in Section 2.4(a) hereof, the Company shall promptly make
available to the Trustee a reasonable supply of Definitive Securities in
definitive, fully registered form without interest coupons. In the event that
such Definitive Securities are not issued, the Company expressly acknowledges,
with respect to the right of any Holder to pursue a remedy pursuant to
Section 6.06 of the Indenture, the right of any beneficial owner of
Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial owner’s Securities as if such
Definitive Securities had been issued. 


 


13

















 


EXHIBIT 1

to

RULE 144A/REGULATION S/IAI APPENDIX


 


[FORM OF FACE OF INITIAL SECURITY]



[Global Securities Legend]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[[FOR
REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES
WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY
VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR
SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Securities Legend for Securities
offered otherwise than in Reliance on Regulation S]


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE 


 

















 


HEREOF, AGREES
ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THE SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


[Restricted Securities Legend for Securities
Offered in Reliance on Regulation S.]


 


THIS SECURITY
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS
GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


2

















 


[Temporary Regulation S Global Security
Legend]


 


EXCEPT AS SET
FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT
REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY
DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN
FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE
OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS
IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.
DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD,
PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES
IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF
THEN APPLICABLE.


 


AFTER THE
EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE
144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A
TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR
OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN
CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE
REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


AFTER THE
EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS
TEMPORARY REGULATION S 


 


3

















 


GLOBAL
SECURITY MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL SECURITY ONLY IF
(1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES
IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE
TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE
EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO
AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR
(7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED
FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL
INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904
OF REGULATION S OR RULE 144 (IF AVAILABLE).


 


[Definitive Securities Legend]


 


IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


[Original Issue Discount Legend]


 


FOR PURPOSES
OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS SECURITY
MAY HAVE ORIGINAL ISSUE DISCOUNT. A REPRESENTATIVE AT JPMORGAN WILL PROVIDE TO
HOLDERS UPON REQUEST THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY
OF THIS SECURITY. LAURA YACHIMSKIMAY BE CONTACTED AT 270 PARK AVENUE, 8TH
FLOOR, NEW YORK, NEW YORK 10019, TELEPHONE 800-245-8812.


 


4

















 


[Canadian Securities Law Legend]


 


UNLESS PERMITTED
UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY TO A CANADIAN RESIDENT BEFORE THE DATE THAT IS 4 MONTHS AND
A DAY AFTER THE LATER OF (I) NOVEMBER 15, 2007, AND (II) THE DATE THE ISSUER
BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


5

















 


	
  No.

  	
   

  	
  $ 

  



 


11.5% Senior Secured Notes Due 2015


 


Novamerican
Steel Finco Inc., a Delaware corporation, promises to pay to [         ],
or registered assigns, the principal sum of [          ]
Dollars on November 15, 2015.


 


Interest
Payment Dates:  May 15 and November 15,
commencing May 15, 2008.


 


Record
Dates:  May 1 and November 1.


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


Dated:


 


 


	
  NOVAMERICAN STEEL FINCO INC. 

  
	
   

  
	
  By

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  
	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  
				



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 

















 


	
  THE BANK OF NEW YORK

  
	
  as Trustee, certifies 

  that this is one of

  the Securities referred

  to in the Indenture.

  
	
   

  
	
  By

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


2

















 


[FORM OF REVERSE SIDE OF INITIAL SECURITY]


 


11.5% Senior Secured Note Due 2015


 


(A)          Interest


 


Novamerican Steel Finco Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the “Company”), promises to
pay interest on the principal amount of this Security at the rate per annum
shown above; provided, however, that if a Registration Default
(as defined in the Registration Rights Agreement) occurs, additional interest
will accrue on this Security at a rate of 0.25% per annum (increasing by an
additional 0.25% per annum after each consecutive 90-day period that occurs
after the date on which such Registration Default occurs up to a maximum
additional interest rate of 1.00%) from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. The Company will pay interest
semiannually on May 15 and November 15 of each year, commencing May 15, 2008.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from November 15,
2007. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Company will pay interest on overdue principal at the rate borne by
this Security plus 2.00% per annum, and it will pay interest on overdue
installments of interest at the same rate to the extent lawful.


 


(B)           Method of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the May 1
or November 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities represented by a Global
Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by the
Depository. The Company will make all payments in respect of a certificated
Security (including principal, premium and interest) by mailing a check to the
registered address of the Holder thereof; provided, however, that
payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by such Holder with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


 


(C)           Paying Agent and
Registrar


 


Initially, The
Bank of New York, a national banking association (the “Trustee”),
will act as Paying Agent and Registrar. The Company may appoint and 


 

















 


change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.


 


(D)          Indenture


 


The Company
issued the Securities under an Indenture dated as of November 15, 2007 ( the “Indenture”),
among the Company, the Guarantors and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and
not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and the Act for a statement of those terms.


 


The Securities
are general secured obligations
of the Company limited to $315,000,000 aggregate principal amount  (subject to
Section 2.07 of the Indenture). The Initial Securities issued on
the Issue Date and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture. The Indenture contains covenants that limit the ability of
the Company and its subsidiaries to incur additional indebtedness; pay
dividends or distributions on, or redeem or repurchase capital stock; make
investments; issue or sell capital stock of subsidiaries; engage in
transactions with affiliates; create
liens on assets; transfer or sell assets; guarantee indebtedness; create
or permit to exist encumbrances or restrictions on the ability to create or
permit liens on certain assets securing the Securities; restrict dividends or
other payments of subsidiaries; consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries and engage in sale/leaseback transactions. These
covenants are subject to important exceptions and qualifications.


 


(E)           Optional Redemption


 


Except as set
forth below, the Company shall not be entitled to redeem the Securities.


 


On and after
November 15, 2011, the Company shall be entitled at its option to redeem all or
a portion of the Securities upon not less than 30 nor more than 60 days’
notice, at the redemption prices, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on November 15 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2011

  	
   

  	
  105.750

  	
  %

  
	
  2012

  	
   

  	
  102.875

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


2

















 


In addition,
prior to November 15, 2010, the Company shall be entitled at its option on one
or more occasions to redeem Securities in an aggregate principal amount not to
exceed 35% of the aggregate principal amount  of
the Securities originally issued at a redemption price (expressed as a
percentage of principal on the redemption date) of 111.50%, plus accrued and
unpaid interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), with the net cash proceeds from one or more Qualified
Equity Offerings; provided, however, that (1) at least 65%
of such aggregate principal amount of Securities remains outstanding
immediately after the occurrence of each such redemption (other than Securities
held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs
within 90 days (or, in the case of the proceeds from the exercise of
Existing Warrants, 365 days) after the date of the related Qualified Equity
Offering.


 


(F)           Notice of Redemption


 


Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered
address. Securities in denominations larger than $1,000 principal amount may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


 


(G)           Put Provisions


 


Upon a Change
of Control, any Holder of Securities will have the right to cause the Company
to repurchase all or any part of the Securities of such Holder at a repurchase
price equal to 101% of the principal amount of the Securities to be repurchased
plus accrued interest to the date of repurchase (subject to the right of
holders of record on the relevant record date to receive interest due on the
related interest payment date) as provided in, and subject to the terms of, the
Indenture.


 


In accordance
with Sections 4.06, 4.12 and 4.15 of the Indenture, the Company will be
required to offer to purchase Securities upon the occurrence of certain events.


 


(H)          Guarantee


 


The payment by
the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed on a joint and several senior secured basis by each of the
Guarantors to the extent set forth in the Indenture.


 


3

















 


(I)            Security


 


The Securities
will be secured by (i) first-priority security interests in the First-Priority
Assets and (ii) second-priority security interests in the Second-Priority
Assets, in each case subject to Permitted Liens and the exceptions described
under Article 11 of the Indenture.


 


(J)            Denominations;
Transfer; Exchange


 


The Securities
are in registered form without coupons in minimum denominations of $2,000
principal amount and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.


 


(K)          Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


(L)           Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such
payment, Holders entitled to the money must look only to the Company and not to
the Trustee for payment.


 


(M)         Discharge and
Defeasance


 


Subject to
certain conditions, the Company at any time shall be entitled to terminate some
or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Securities to redemption or maturity, as the
case may be.


 


(N)          Amendment, Waiver


 


Subject to
certain exceptions set forth in the Indenture, (a) the Indenture, the Securities, the Security Documents and
the Intercreditor Agreement may be amended with the written consent of
the Holders of at least a majority in principal amount outstanding of the
Securities and (b) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount 


 


4

















 


outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company, the Guarantors and the Trustee shall be entitled to amend the
Indenture, the Securities, the Security
Documents and the Intercreditor Agreement:


 


i.              to
cure any ambiguity, omission, defect or inconsistency;


 


ii.             to
comply with Article 5 of the Indenture;


 


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


 


iv.            to
add Guarantees with respect to the Securities, including any Subsidiary
Guaranties;


 


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


 


vi.            to
comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, the Indenture under the TIA;


 


vii.           to
make any change that does not adversely affect the rights of any Holder;


 


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


 


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


 


x.             if
necessary in connection with any addition or release of Collateral permitted
under the terms of the Indenture, the Intercreditor Agreement and the Security
Documents;


 


5

















 


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


 


xii.           to
add Intercompany Notes; or


 


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


 


(O)          Defaults and Remedies


 


Under the
Indenture, Events of Default include (a) default for 30 days in
payment of interest on the Securities; (b) default in payment of principal
on the Securities at maturity, upon redemption, upon required purchase, upon
acceleration or otherwise; (c) failure by the Company or any Guarantor to
comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations
(including failure to pay within any grace period after final maturity) of
other Indebtedness of Symmetry, the Company, any Guarantor or any Significant
Subsidiary if the amount accelerated (or so unpaid) exceeds $10,000,000;
(e) certain events of bankruptcy or insolvency with respect to Symmetry,
the Company, any Guarantor or any Significant Subsidiaries; (f) certain
judgments or decrees for the payment of money in excess of $10,000,0000; (g) certain defaults with respect to
Guaranties; and (h) certain defaults relating to the Collateral under the
Security Documents. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
may declare all the Securities to be due and payable immediately. Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Securities being due and payable immediately upon the occurrence of such
Events of Default.


 


Holders may
not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities
unless it receives indemnity or security satisfactory to it. Subject to certain
limitations, Holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is
in the interest of the Holders.


 


6

















 


(P)           Trustee Dealings
with the Company


 


Subject to
certain limitations imposed by the Act, 
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


(Q)          No Recourse Against
Others


 


A director,
officer, incorporator, employee or stockholder, as such, of the Company or any
Guarantor  shall not have any liability for any
obligations of the Company or any Guarantor under the Securities, the Indenture
or the Security Documents  or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.


 


(R)           Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


(S)           Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


(T)           CUSIP Numbers and
ISIN Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers and ISIN numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers and ISIN
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.


 


(U)          Holders’ Compliance
with Registration Rights Agreement.


 


Each Holder of
a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders
with respect to a registration and the indemnification of the Company to the
extent provided therein.


 


7

















 


(V)           Governing Law.


 


THIS SECURITY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company
will furnish to any Holder upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Security in
larger type. Requests may be made to:


 


Novamerican
Steel Finco Inc.

c/o: Symmetry Holdings Inc.

28 West 44th Street, 16th Floor

New York, New York 10036


 


Attention: General Counsel


 


8
















ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably
appoint                           agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
					



 


Sign exactly
as your name appears on the other side of this Security.


 


In connection
with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k)
under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX
BELOW


 


 ̈            to
the Company; or


 


(1)            ̈            pursuant
to an effective registration statement under the Securities Act of 1933; or


 


(2)            ̈            inside
the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is
given that such transfer is being made in reliance on Rule 144A, in each case
pursuant to and in compliance with Rule 144A under the Securities Act of
1933; or


 


(3)            ̈            outside
the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or


 















(4)            ̈            pursuant
to the exemption from registration provided by Rule 144 under the Securities
Act of 1933; or


 


(5)            ̈            to
an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or
(7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements.


 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4) is
checked, the Trustee shall be entitled to require, prior to registering any
such transfer of the Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such
as the exemption provided by Rule 144 under such Act.


 


 


	
   

  
	
   

  	
   

  
	
  Signature

  



 


 


Signature
Guarantee:


 


 


	
   

  	
   

  	
   

  
	
  Signature must be guaranteed

  	
   

  	
  Signature

  



 


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


2















TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS
CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933 and is
aware that the sale to it is being made in reliance on Rule 144A, and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice:

  	
  To be executed by 

  an executive officer

  
						



 


3















[TO BE ATTACHED TO GLOBAL SECURITIES]



SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY



The following increases or decreases in this Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in 

  Principal amount  of
  this 

  Global Security

  	
   

  	
  Amount of increase in 

  Principal amount of this 

  Global Security

  	
   

  	
  Principal amount  of
  this 

  Global Security following 

  such decrease or increase

  	
   

  	
  Signature of authorized 

  officer of Trustee or 

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 















OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15 of the Indenture,
check the box:


 


	
  o

  	
   

  	
  Asset Disposition

  	
   

  	
  o

  	
  Change of Control

  	
   

  	
  o

  	
  Intercompany Note Offer

  



 


 ̈ If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15 of the Indenture,
state the amount in principal amount:  $


 


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears 

  on the other side of this Security.)

  



 


 


	
  Signature Guarantee:

  	
   

  	
   

  
	
  (Signature must be guaranteed)

  



 


 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 















EXHIBIT A


 


[FORM OF FACE OF EXCHANGE SECURITY

OR PRIVATE EXCHANGE SECURITY]*/**/



 


FOR PURPOSES
OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS SECURITY
MAY HAVE ORIGINAL ISSUE DISCOUNT. A REPRESENTATIVE AT JPMORGAN WILL PROVIDE TO
HOLDERS UPON REQUEST THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY
OF THIS SECURITY. LAURA YACHIMSKIMAY BE CONTACTED AT 270 PARK AVENUE, 8TH
FLOOR, NEW YORK, NEW YORK 10019, TELEPHONE 800-245-8812.


 


[Canadian Securities Law Legend]


 


UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY TO A CANADIAN RESIDENT BEFORE THE DATE THAT IS 4
MONTHS AND A DAY AFTER THE LATER OF (I) NOVEMBER 15, 2007, AND (II) THE DATE
THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


 






*/ [If the
Security is to be issued in global form add the Global Securities Legend from
Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO
BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL SECURITY”.]


 


**/.[If the
Security is a Private Exchange Security issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the
Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.]


 















	
  No.

  	
   

  	
  $ 

  



 


11.5% Senior Secured Notes Due 2015


 


Novamerican
Steel Finco Inc., a Delaware corporation, promises to pay to [        ],
or registered assigns, the principal sum of [         ] Dollars
on November 15, 2015.


 


Interest
Payment Dates:  May 15 and November 15,
commencing May 15, 2008.


 


Record
Dates:  May 1 and November 1.


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


Dated:


 


 


	
  NOVAMERICAN STEEL FINCO INC.

  
	
   

  
	
   

  
	
  By

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 















	
  THE BANK OF NEW YORK

  	
   

  
	
  as Trustee, certifies 

  that this is one of the 

  Securities referred 

  to in the Indenture.

  	
   

  
	
   

  
	
  By

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
				



 


2















[FORM OF REVERSE SIDE OF EXCHANGE SECURITY

OR PRIVATE EXCHANGE SECURITY]


 


11.5% Senior Secured Note Due 2015


 


1.                                       Interest


 


Novamerican Steel Finco Inc., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the “Company”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above[; provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional interest will
accrue on this Security at a rate of 0.25% per annum (increasing by an
additional 0.25% per annum after each consecutive 90-day period that occurs
after the date on which such Registration Default occurs up to a maximum additional
interest rate of 1.00%) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured.] (1)  The Company will pay interest semiannually on
May 15 and November 15 of each year, commencing May 15, 2008. Interest on the
Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from November 15, 2007. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The Company
will pay interest on overdue principal at the rate borne by this Security plus
2.00% per annum, and it will pay interest on overdue installments of interest
at the same rate to the extent lawful.


 


(W)                           Method of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the May 1
or November 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts. Payments
in respect of the Securities represented by a Global Security (including
principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by the Depository. The Company will
make all payments in respect of a certificated Security (including principal,
premium and interest) by mailing a check to the registered address of the
Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S. dollar account
maintained by such Holder with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).


 






(1)           Insert if at the date of issuance of the Exchange Security
or Private Exchange Security (as the case may be) any Registration Default has
occurred with respect to the related Initial Securities during the interest
period in which such date of issuance occurs. 



 















(X)                               Paying Agent and
Registrar


 


Initially, The
Bank of New York, a national banking association (the “Trustee”),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.


 


(Y)                                Indenture


 


The Company
issued the Securities under an Indenture dated as of November 15, 2007 (the “Indenture”),
among the Company, the Guarantors and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).
Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such
terms, and Holders are referred to the Indenture and the Act for a statement of
those terms.


 


The Securities
are general secured obligations
of the Company limited to $315,000,000 aggregate principal amount (subject
to Section 2.07 of the Indenture). The Initial Securities issued on
the Issue Date and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture. The Indenture contains covenants that limit the ability of
the Company and its subsidiaries to incur additional indebtedness; pay
dividends or distributions on, or redeem or repurchase capital stock; make
investments; issue or sell capital stock of subsidiaries; engage in
transactions with affiliates; create
liens on assets; transfer or sell assets; guarantee indebtedness; create
or permit to exist encumbrances or restrictions on the ability to create or
permit liens on certain assets securing the Securities; restrict dividends or
other payments of subsidiaries; consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries and engage in sale/leaseback transactions. These
covenants are subject to important exceptions and qualifications.


 


(Z)                                Optional Redemption


 


Except as set
forth below, the Company shall not be entitled to redeem the Securities.


 


On and after
November 15, 2011, the Company shall be entitled at its option to redeem all or
a portion of the Securities upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed in percentages of principal amount
on the redemption date), plus accrued interest to the redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the 12-month
period commencing on November 15 of the years set forth below:


 


2















	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2011

  	
   

  	
  105.750

  	
  %

  
	
  2012

  	
   

  	
  102.875

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition,
prior to November 15, 2010, the Company shall be entitled at its option on one
or more occasions to redeem Securities in an aggregate principal amount not to
exceed 35% of the aggregate principal amount of the Securities originally
issued at a redemption price (expressed as a percentage of principal on the
redemption date) of 111.50%, plus accrued and unpaid interest to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), with the net cash
proceeds from one or more Qualified Equity Offerings; provided, however,
that (1) at least 65% of such aggregate principal amount  of Securities remains outstanding immediately after the
occurrence of each such redemption (other than Securities held, directly or
indirectly, by the Company or its Affiliates);
and (2) each such redemption occurs within 90 days (or, in the case
of the proceeds from the exercise of Existing Warrants, 365 days) after the
date of the related Qualified Equity Offering.


 


(AA)                    Notice of Redemption


 


Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered
address. Securities in denominations larger than $1,000 principal amount may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


 


(BB)                        Put Provisions


 


Upon a Change
of Control, any Holder of Securities will have the right to cause the Company
to repurchase all or any part of the Securities of such Holder at a repurchase price
equal to 101% of the principal amount of
the Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders of record on the relevant record
date to receive interest due on the related interest payment date) as provided
in, and subject to the terms of, the Indenture.


 


In accordance
with Sections 4.06, 4.12 and 4.15 of the Indenture, the Company will be
required to offer to purchase Securities upon the occurrence of certain events


 


3















(CC)        Guarantee


 


The payment by
the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed on a joint and several senior secured basis by each of the
Guarantors to the extent set forth in the Indenture.


 


(DD)       Security


 


The Securities
will be secured by (i) first-priority security interests in the First-Priority
Assets and (ii) second-priority security interests in the Second-Priority
Assets, in each case subject to Permitted Liens and the exceptions described
under Article 11 of the Indenture.


 


(EE)                          Denominations; Transfer;
Exchange


 


The Securities
are in registered form without coupons in minimum denominations of $2,000
principal amount and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.


 


(FF)                          Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


(GG)                        Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such
payment, Holders entitled to the money must look only to the Company and not to
the Trustee for payment.


 


(HH)                      Discharge and Defeasance


 


Subject to
certain conditions, the Company at any time shall be entitled to terminate some
or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Securities to redemption or maturity, as the
case may be.


 


(II)                                Amendment; Waiver


 


Subject to
certain exceptions set forth in the Indenture, (a) the Indenture, the Securities, the Security Documents and
the Intercreditor Agreement may be amended 


 


4















with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities and (b) any default or noncompliance with
any provision may be waived with the written consent of the Holders of a
majority in principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the
Company, the Guarantors and the
Trustee shall be entitled to amend the Indenture, the Securities, the Security Documents and the Intercreditor Agreement:


 


(i)            to cure any ambiguity,
omission, defect or inconsistency;


 


(ii)           to comply with Article
5 of the Indenture;


 


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


 


(iv)          to add Guarantees with
respect to the Securities, including any Subsidiary Guaranties;


 


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


 


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


 


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


 


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


 


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


 


5















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


 


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


 


(xii)          to add Intercompany
Notes; or


 


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


 


(JJ)                              Defaults and Remedies


 


Under the
Indenture, Events of Default include (a) default for 30 days in payment
of interest on the Securities; (b) default in payment of principal on the
Securities at maturity, upon redemption, upon required purchase, upon
acceleration or otherwise; (c) failure by the Company or any Guarantor to
comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations
(including failure to pay within any grace period after final maturity) of
other Indebtedness of Symmetry, the Company, any Guarantor or any Significant
Subsidiary if the amount accelerated (or so unpaid) exceeds $10,000,000;
(e) certain events of bankruptcy or insolvency with respect to Symmetry,
the Company, any Guarantor or any Significant Subsidiaries; (f) certain
judgments or decrees for the payment of money in excess of $10,000,000; (g) certain defaults with respect to
Guaranties; and (h) certain defaults relating to the Collateral under the
Security Documents. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
may declare all the Securities to be due and payable immediately. Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Securities being due and payable immediately upon the occurrence of such
Events of Default.


 


Holders may
not enforce the Indenture or the Securities except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture or the Securities unless it
receives indemnity or security satisfactory to it. Subject to certain
limitations, Holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of 


 


6















any trust or
power. The Trustee may withhold from Holders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.


 


(KK)                      Trustee  Dealings with
the Company


 


Subject to
certain limitations imposed by the Act, 
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


(LL)                          No Recourse Against Others


 


A director,
officer, incorporator, employee or stockholder, as such, of the Company or any
Guarantor  shall not have any liability for any
obligations of the Company or any Guarantor under the Securities, the Indenture
or the Security Documents  or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Securities.


 


(MM)                Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


(NN)                      Abbreviations


 


Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


(OO)                      CUSIP  Numbers and ISIN
Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers and ISIN numbers to be printed
on the Securities and has directed the Trustee to use CUSIP numbers and ISIN
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the\ accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.


 


[(PP)  Holders’ Compliance with Registration Rights
Agreement


 


Each Holder of
a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the 


 


7















Holders with
respect to a registration and the indemnification of the Company to the extent
provided therein.](2)


 


(QQ)                      Governing Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company
will furnish to any Holder upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Security in
larger type. Requests may be made to:


 


Novamerican
Steel Finco Inc.

c/o: Symmetry Holdings Inc.

28 West 44th Street, 16th Floor

New York, New York 10036


 


Attention:
General Counsel


 






(2)           Delete if this Security is not being issued in exchange
for an Initial Security.  


 


8















ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably
appoint                   agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  



 


Sign exactly
as your name appears on the other side of this Security.


 















OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15 of the Indenture,
check the box:


 


	
  o

  	
  Asset Disposition

  	
   

  	
  o

  	
  Change of Control

  	
   

  	
  o

  	
  Intercompany Note Offer

  



 


 ̈ If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 4.06, 4.12 or 4.15 of the Indenture,
state the amount in principal amount:  $


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the other side of this Security.)

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  
							



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.


 















EXHIBIT 2 to Rule 144A/REGULATION S/IAI
APPENDIX


 


Form of

Transferee Letter of Representation


 


[          ]


 


In care of

[          ]

[          ]

[          ]


 


Ladies and
Gentlemen:


 


This
certificate is delivered to request a transfer of
$[     ] principal amount of the 11.5% Senior Secured
Notes due 2015 (the “Securities”) of Novamerican Steel Finco Inc. (the “Company”).


 


Upon transfer,
the Securities would be registered in the name of the new beneficial owner as
follows:


 


Name:


 


Address:


 


Taxpayer ID
Number:


 


The
undersigned represents and warrants to you that:


 


1. We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)),
purchasing for our own account or for the account of such an institutional “accredited
investor” at least $250,000 principal amount of the Securities, and we are
acquiring the Securities not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Securities, and we
invest in or purchase securities similar to the Securities in the normal course
of our business. We, and any accounts for which we are acting, are each able to
bear the economic risk of our or its investment.


 


2. We
understand that the Securities have not been registered under the Securities
Act and, unless so registered, may not be sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to 


 















the date that
is two years after the later of the date of original issue and the last date on
which the Company or any affiliate of the Company was the owner of such
Securities (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (i) to the Company, (ii) in the United States to a person whom
the seller reasonably believes is a qualified institutional buyer in a
transaction meeting the requirements of Rule 144A, (iii) to an
institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is an institutional accredited
investor purchasing for its own account or for the account of an institutional
accredited investor, in each case in a minimum principal amount of the
Securities of $250,000,  (iv) outside the
United States in a transaction complying with the provisions of Rule 904 under the
Securities Act, (v) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 (if available) or (vi) pursuant to an
effective registration statement under the Securities Act, in each of cases (i)
through (vi) subject to any requirement of law that the disposition of our
property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of
the Securities is proposed to be made pursuant to clause (iii) above prior
to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the
Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
such Securities for investment purposes and not for distribution in violation
of the Securities Act. Each purchaser acknowledges that the Company and the
Trustee reserve the right prior to the offer, sale or other transfer prior to
the Resale Restriction Termination Date of the Securities pursuant to
clause (iii), (iv) or (v) above to require the delivery of an opinion
of counsel, certifications or other information satisfactory to the Company and
the Trustee.


 


	
   

  	
  TRANSFEREE:

  	
   

  	
  ,

  
	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  	
   

  
					



 


2















EXHIBIT C


 


[FORM OF INTERCOMPANY NOTE]


 


INTERCOMPANY NOTE


 


	
   

  	
   

  	
   

  	
  New York,
  New York

  
	
  [US$][Cdn$][             ]

  	
   

  	
   

  	
   

  	
  [DATE]

  



 


Reference is
made to the Indenture dated as of November 15, 2007 (the “Indenture”),
among Symmetry Holdings Inc., a Delaware corporation (“Symmetry”),
Novamerican Steel Finco Inc., a Delaware corporation (the “Company”),
the other subsidiaries of Symmetry identified therein, The Bank of New York, as
trustee, and BNY Trust Company of Canada, as Canadian Collateral Agent for the
benefit of the Company and its successors and assigns. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Indenture. This Intercompany Note is one of the Intercompany Notes referred to
in the Indenture.


 


Novamerican
Steel Inc., a Canadian corporation (the “Payor”), for value received,
hereby unconditionally promises to pay to the order of the Company and its
successors and assigns, in lawful money of the United States of America, or in
lawful money of Canada, at the discretion of the Company, on the date on which
a demand for payment is made by the Company, or its successors or assigns, as
the case may be, the principal sum of [US$][Cdn$][            ], or a portion thereof specified
in such demand, together with interest thereon as hereinafter provided.


 


Upon the
commencement of any bankruptcy, reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency, receivership or liquidation
or similar proceeding of any jurisdiction relating to the Payor, all amounts
owed by the Payor to the Company shall become immediately due and payable
without presentment, demand, protest or notice of any kind whatsoever in
connection with this Intercompany Note.


 


SECTION 1.
Interest. (a) [Interest shall accrue and compound quarterly on December
1, March 1, June 1 and September 1 of each year and be payable as demanded by
the Company, on the outstanding principal amount of this Intercompany Note at
LIBOR (the British Bankers Association (or any successor thereto) rate fixed in
London as published by Reuters Information Service, or Bloomberg News Service
or any other news service mutually agreeable to the Payor and the Company), as
in effect from time to time, for the interest period selected by the Payor,
plus [•]%; provided, however, that after and during the
occurrence of a default hereunder, interest shall accrue and be payable at
LIBOR, as in effect from time to time, for the interest period selected by the
Payor, plus [•]%.][Insert substitute interest
provision, as appropriate, at the discretion of the Company.]


 


(b) All
interest hereunder shall be computed on the basis of a year of 360 days.


 


(c) For the
purposes of the Interest Act (Canada),
in any case in which an interest rate is stated in this Intercompany Note to be
calculated on the basis of a year of 360 days or any other period of time that
is less than a calendar year, the yearly rate of 


 















interest to which the rate determined
pursuant to such calculation is equivalent is the rate so determined multiplied
by the actual number of days in the calendar year for which the calculation is
made and divided by either 360 or such other period of time, as the case may be.
In addition, the principles of deemed investment of interest do not apply to
any interest calculations under this Intercompany Note and the rates of
interest stipulated in this Intercompany Note are intended to be nominal rates
and not effective rates or yields.


 


(d) If any
provision of this Intercompany Note would obligate the Payor to make any
payment of interest or other amount payable to the Company, or its successors
or assigns, in an amount or calculated at a rate which would be prohibited by
law or would result in the receipt by the Company, or its successors or
assigns, of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then
notwithstanding such provision, such amount or rate shall be deemed to have
been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law or so result
in a receipt by the Company, or its successors or assigns, of interest at a
criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(i) first, by reducing the amount or rates of interest required to be
paid under this Section; and (ii) second, by reducing any fees,
commissions, premiums and other amounts which would constitute interest for
purposes of Section 347 of the Criminal
Code (Canada). If, notwithstanding the foregoing, and after giving
effect to all adjustments contemplated thereby, the Company, or its successors
or assigns, shall have received an amount in excess of the maximum amount
permitted by the preceding sentence, then the Payor shall be entitled, by
notice in writing to the Company, and/or, as applicable, its successors and
assigns, to obtain reimbursement from such person of an amount equal to such
excess, and, pending such reimbursement, such amount shall be deemed to be an
amount payable by the Company, or its successors or assigns, to the Payor. Any
amount or rate of interest referred to in this paragraph shall be determined in
accordance with generally accepted actuarial practices and principles as an
effective annual rate of interest over the term of any borrowing on the
assumption that any charges, fees or expenses that fall within the meaning of “interest”
(as defined in the Criminal Code (Canada))
shall, if they relate to a specific period of time, be prorated over that
period of time and otherwise be prorated over the period from date of this
Intercompany Note to the date of demand and, in the event of dispute, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Canadian Collateral Agent shall be conclusive for the purposes of such
determination absent manifest error.


 


SECTION 2.
Priority, Ranking and Security. (a) This Intercompany Note is a senior
secured obligation of the Payor and shall not be subordinated or junior in
right of payment or distribution to any other indebtedness, liabilities or
obligation of any kind or nature whatsoever and shall be senior or pari  passu
in right of payment and distribution to any and all such other indebtedness,
liabilities and obligations of the Payor.


 


(b) The
obligations of the Payor under this Intercompany Note and the other applicable
Intercompany Note Documents shall be secured by a security interest in the
Intercompany Note Assets in accordance with Section 4.15 of the Indenture. The
Payor hereby agrees to execute and deliver such other Intercompany Note
Documents simultaneously with this Intercompany Note pursuant to which the
Payor will grant such security interest in the Intercompany Note Assets.


 


2















(c) This
Intercompany Note constitutes a title of indebtedness for all purposes of
Article 2692 of the Civil Code of Quebec.


 


SECTION 3. Prepayments;
Set-off. (a)  This Intercompany Note
shall not be prepayable by the Payor, except in accordance with the Indenture. The Payor waives and agrees not to
assert, claim or endeavour to exercise any right of deduction, set-off,
counterclaim or other right to claim reduction of any amount payable under this
Intercompany Note as a result of any claim or other indebtedness owing by the
Company, or its successors or assigns, to the Payor from time to time.


 


(b)  All prepayments hereunder shall first be
applied to accrued interest and then to the principal of this Intercompany
Note.


 


SECTION 4. Amendments. This
Intercompany Note shall not be amended except in accordance with the Indenture.


 


SECTION 5.
Cancellation. The Company shall not cancel or compromise this
Intercompany Note or contribute this Intercompany Note to the capital of the
Payor. Each of the Payor and the Company agrees that any prepayment, amendment,
cancelation, compromise or contribution in violation of this Section 5 or
Section 3 or Section 4 shall be of no force or effect.


 


SECTION 6.
Conversion of Currencies. (a)  If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum due under this
Intercompany Note in one currency into another currency, the Payor agrees, to
the fullest extent that it may legally and effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Company could purchase such first currency with such other
currency in New York, New York, on the Business Day immediately
preceding the day on which final judgment is given.


 


(b)  The
obligations of the Payor in respect of any sum due under this Intercompany Note
in one currency shall, to the extent permitted by applicable law,
notwithstanding any judgment in a second currency, be discharged only to the
extent that on the Business Day following receipt of any sum adjudged to be so
due in the judgment currency, the Company may in accordance with normal banking
procedures purchase such first currency in the amount originally due with the
judgment currency. If the amount of such first currency so purchased is less
than the sum in such first currency originally due to the Company, the Payor
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Company against the resulting loss.


 


SECTION 7.
Miscellaneous. (a)  The Payor hereby waives presentment,
demand, protest and notice of any kind whatsoever in connection with this
Intercompany Note. The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.


 


(b)  This Intercompany Note shall be construed in
accordance with and governed by the law of the State of New York.


 


(c)  All
borrowings evidenced by this Intercompany Note and all payments and prepayments
of the principal hereof and interest hereon shall be endorsed by the holder
hereof (including any pledgee hereof) on the schedule attached hereto and made
a part hereof or on a continuation thereof that shall be attached hereto and
made a 


 


3















part hereof,
or otherwise recorded by such holder in its internal records; provided, however,
that the failure of the holder hereof to make such a notation or any error in
such a notation shall not affect the obligation of the Payor under this
Intercompany Note.


 


(d)  All payments and prepayments of the principal
hereof and interest hereon shall be payable in lawful money of the United
States of America, or in lawful money of Canada, at the discretion of the
Company.


 


(e)  The
Payor acknowledges that this Intercompany Note is, simultaneous with its
execution and delivery to the Company, being pledged by the Company to secure
the Notes Obligations. The Collateral Agent, on behalf of the Secured Parties,
is a third party beneficiary of this Intercompany Note and may enforce this
Intercompany Note against the Payor to the extent set forth in the Indenture
and the Collateral Agreement. Also, for purposes of the laws of the Province of
Quebec, namely Articles 2710 and 1641 of the Civil Code of
Québec, the Payor acquiesces to the Company’s security in the claim
resulting from this Intercompany Note, which is being pledged by the Company as
aforementioned.


 


SECTION 8.
Submission To Jurisdiction; Waivers. The Payor hereby irrevocably and
unconditionally:


 


(a) submits
for itself and its property in any legal action or proceeding relating to this
Intercompany Note, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the courts of the
State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;


 


(b) consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c) agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Payor [insert address of Payor];


 


(d) agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and


 


(e) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.


 


SECTION 9. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS INTERCOMPANY NOTE. 


 


4















EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS INTERCOMPANY NOTE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.


 


IN WITNESS
WHEREOF, the undersigned has caused this Intercompany Note to be duly executed
as of the day and year first above written.


 


	
   

  	
  NOVAMERICAN STEEL INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


5















Intercompany Loans and Payments


 


 


	
   

  	
   

  	
  Amount

  of 

  Intercompany

  	
   

  	
  Payments

  	
   

  	
  Unpaid

  Principal

  Balance

  of 

  Intercompany 

  	
   

  	
  Name of

  Person Making

  	
   

  
	
  Date

  	
   

  	
  Loan

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Note

  	
   

  	
  Notation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6















[FORM OF NOTE POWER]


 


Note Power


 


For value
received, the signatory hereto transfers and assigns unto                                     
all of its rights, title and interest in that certain Intercompany Note dated         ,
20   (the  “Intercompany
Note”), originally issued by Novamerican Steel Inc., and does hereby
irrevocably constitute and appoint                     
attorney to transfer the Intercompany Note with full power of substitution in
the premises.


 


 


	
  dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL FINCO INC.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: