Exhibit 10.9


 


INTERCOMPANY NOTE


 


	
   

  	
   

  	
  New York,
  New York

  
	
  US$117,200,000

  	
   

  	
  November 15,
  2007

  



 


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.


 


632421 N.B. Ltd., a New Brunswick corporation (to be continued as a
Canadian corporation and to become Novamerican Steel Inc., a Canadian
corporation formed by amalgamation with Novamerican Steel Inc. on the Effective
Date) (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$117,200,000, 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 1.75%; 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 2.00%.


 


(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


 


2

















 


Payor hereby agrees to execute and deliver such other Intercompany Note
Documents simultaneously with this Intercompany Note pursuant to which the
Payor will grant such security interest in the Intercompany Note Assets.


 


(c) This Intercompany Note constitutes a title of indebtedness for all
purposes of Article 2692 of the Civil Code of Quebec.


 


SECTION 3.  Prepayments;
Set-off.  (a)  This Intercompany Note shall not be
prepayable by the Payor, except in accordance with the Indenture.  The Payor waives and agrees 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.


 


3

















 


(b)  This Intercompany Note
shall be construed in accordance with and governed by the law of the State of
New York.


 


(c)  All borrowings evidenced by this Intercompany Note and
all payments and prepayments of the principal hereof and interest hereon shall
be endorsed by the holder hereof (including any pledgee hereof) on the schedule
attached hereto and made a part hereof or on a continuation thereof that shall
be attached hereto and made a part hereof, or otherwise recorded by such holder
in its internal records; provided, however, that the failure of
the holder hereof to make such a notation or any error in such a notation shall
not affect the obligation of the Payor under this Intercompany Note.


 


(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 at 28 West 44th Street,
16th Floor, New York, New York 10036, Attention: General Counsel;


 


(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


 


4

















 


(e) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.


 


SECTION 9. WAIVER
OF JURY TRIAL.  EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INTERCOMPANY NOTE.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS INTERCOMPANY NOTE, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 9.


 


5

















 


IN WITNESS WHEREOF, the undersigned has caused this Intercompany Note
to be duly executed as of the day and year first above written.


 


	
   

  	
  632421 N.B. LTD.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  
				



 


6

















 


Intercompany Loans and Payments


 


	
   

  	
   

  	
  Amount

  of

  Intercompany

  	
   

  	
  Payments

  	
   

  	
  Unpaid

  Principal

  Balance

  of

  Intercompany

  	
   

  	
  Name of

  Person Making

  	
   

  
	
  Date

  	
   

  	
  Loan

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Note

  	
   

  	
  Notation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


7

















 


Note Power


 


For value received, the signatory hereto transfers and assigns unto                                                                         
all of its rights, title and interest in that certain $117,200,000 Intercompany
Note dated November 15, 2007 (the  “Intercompany
Note”), originally issued by 632421 N.B. Ltd., a New Brunswick corporation
(which continued as a Canadian corporation and became Novamerican Steel Inc., a
Canadian corporation formed by amalgamation with Novamerican Steel Inc.
immediately upon the effective date of the Intercompany Note), 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

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  
				



 


8

















 


INTERCOMPANY NOTE


 


	
   

  	
   

  	
  New York,
  New York

  
	
  US$7,800,000

  	
   

  	
  November 15,
  2007

  



 


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.


 


632421 N.B. Ltd., a New Brunswick corporation (to be continued as a
Canadian corporation and to become Novamerican Steel Inc., a Canadian
corporation formed by amalgamation with Novamerican Steel Inc. on the Effective
Date) (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$7,800,000, 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.  This Intercompany Note shall bear no
interest.


 


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.


 


9

















 


(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


 


10

















 


holder hereof (including any pledgee hereof) on the schedule attached
hereto and made a part hereof or on a continuation thereof that shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in
its internal records; provided, however, that the failure of the
holder hereof to make such a notation or any error in such a notation shall not
affect the obligation of the Payor under this Intercompany Note.


 


(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 at 28 West 44th Street,
16th Floor, New York, New York 10036, Attention: General Counsel;


 


(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


 


11

















 


RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INTERCOMPANY
NOTE.  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
INTERCOMPANY NOTE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.


 


12

















 


IN WITNESS WHEREOF, the undersigned has caused this Intercompany Note
to be duly executed as of the day and year first above written.


 


	
   

  	
  632421 N.B. LTD.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  
				



 


13

















 


Intercompany Loans and Payments


 


	
   

  	
   

  	
  Amount

  of

  Intercompany

  	
   

  	
  Payments

  	
   

  	
  Unpaid

  Principal

  Balance

  of

  Intercompany

  	
   

  	
  Name of

  Person Making

  	
   

  
	
  Date

  	
   

  	
  Loan

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Note

  	
   

  	
  Notation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


14

















 


Note Power


 


For value received, the signatory hereto transfers and assigns unto                                                                         
all of its rights, title and interest in that certain $7,800,000 Intercompany
Note dated November 15, 2007 (the “Intercompany Note”), originally
issued by 632421 N.B. Ltd., a New Brunswick corporation (which continued as a
Canadian corporation and became Novamerican Steel Inc., a Canadian corporation
formed by amalgamation with Novamerican Steel Inc. immediately upon the
effective date of the Intercompany Note), 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

  	
   

  
	
   

  	
   

  	
  /s/ Karen G. Narwold

  
	
   

  	
   

  	
  Name: Karen G. Narwold

  
	
   

  	
   

  	
  Title: Secretary

  
				



 


15