Exhibit 10.4


 


EXECUTION COPY


 


LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as
of November 15, 2007 (as
amended, supplemented or otherwise modified from time to time, this “Agreement”),
among SYMMETRY HOLDINGS INC., a Delaware corporation (“Symmetry”); NOVAMERICAN STEEL FINCO INC., a Delaware
Corporation (the “US Borrower”); NOVAMERICAN STEEL INC., a Canadian
corporation (the “Canadian Borrower” and, together with the US Borrower,
the “Borrowers”); the other SUBSIDIARIES of SYMMETRY whose signatures appear
below or who in the future become parties hereto as provided in Section 8.18;
JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent for, and
acting on behalf of, the Revolving Credit Secured Parties referred to herein
(together with its successors and assigns in such capacity, the “Revolving Credit Agent”); and
THE BANK OF NEW YORK, in its capacity as Collateral Agent for, and acting on
behalf of, the Senior Notes Secured Parties referred to herein (together with
its successors and assigns in such capacity, the “Senior Notes Agent”). Capitalized
terms used and not otherwise defined in this Agreement are used with the
meanings specified in Article I.


 


On the date
hereof, Symmetry, the Borrowers, the initial Revolving Credit Lenders and the Revolving Credit Agent are
entering into the Revolving Credit Agreement, under which the Revolving Credit
Lenders are agreeing, upon the terms and subject to the conditions set forth
therein, to extend credit to the Borrowers. The Revolving Credit Obligations
will be guaranteed by the Revolving Credit Loan Parties and secured by Liens on
the Revolving Credit Collateral as provided in the Revolving Credit Collateral Documents.


 


On the date
hereof, Symmetry, the other Senior Notes Guarantors, the US Borrower and the Senior Notes Agent are entering
into the Senior Notes Indenture, under which the US Borrower will issue and
sell the Senior Notes. The Senior Notes Obligations will be guaranteed by the
Senior Notes Guarantors as provided in the Senior Notes Indenture and secured
by Liens on the Senior Notes Collateral as provided in the Senior Notes Collateral Documents.


 


The Revolving
Credit Documents and the Senior Notes Documents provide, among other things,
that the parties hereto will enter into this Agreement to set forth their
relative rights and remedies with respect to the Common Collateral.


 


Accordingly,
in order to induce the Revolving Credit Lenders and the other Revolving Credit
Secured Parties to enter into the Revolving Credit Agreement and the other
Revolving Credit Documents and to extend the credit pursuant thereto, and in
order to induce the Senior Notes Agent to enter into the Senior Notes Indenture
and the Senior Notes Secured Parties to purchase the Senior Notes, and for
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 

















 


ARTICLE I


 


Definitions


 


Section 1.01. New York UCC. All capitalized terms used
without definition herein that are defined in the UCC as in effect in the State
of New York shall have the meanings specified therein.


 


Section 1.02. Other Defined Terms. As used in the
Agreement, the following terms shall have the following meanings:


 


“ABL Collateral”  means
any and all of the following that constitutes Common Collateral:  (a) all
Accounts Receivable and related Records; (b) all Chattel Paper; (c) all
Deposit Accounts (other than the Notes Collateral Account), (d) all cash,
checks and other negotiable instruments, funds and other evidences of payment
(but excluding any cash or other assets held in the Notes Collateral Account in
accordance with the Senior Notes Indenture, as in effect on the date hereof); (e) all
Inventory; (f) to the extent evidencing, governing, securing or otherwise
related to the items referred to in the preceding clauses (a), (b), (c), (d) and
(e), all Documents, General Intangibles, Instruments, Investment Property and
Letter of Credit Rights; (g) all books and records related to the foregoing;
(h) all collateral security and guarantees given by any Person with
respect to any of the foregoing; and (i) all Proceeds, including insurance
Proceeds, of any and all of the foregoing.


 


“Accounts Receivable” means all Accounts and other
rights to payment, in each case for the sale of Inventory or the performance of
services, existing on the date of this Agreement or hereafter arising, whether
or not earned by performance.


 


“Agents” means the Revolving Credit Agent and the
Senior Notes Agent.


 


“Amend” means, in respect of any Indebtedness,
obligation or agreement, to amend, restate, modify, waive, supplement,
restructure, extend, increase or renew such Indebtedness, in whole or in part. “Amended” and “Amendment” shall have correlative meanings.


 


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any
successor statute.


 


“Bankruptcy Law” means the Bankruptcy Code and any
similar federal, state or foreign law for the relief of debtors.


 


“Borrowers”
has the meaning set forth in the preamble to this Agreement.


 


“Canadian
ABL Collateral” means any and all of the following assets of the Canadian
Borrower:  (a) all Accounts Receivable and related Records; (b) all
Chattel Paper; (c) all Deposit Accounts (other than the Intercompany Note
Collateral Account), (d) all cash, checks and other negotiable
instruments, funds and other evidences of payment (but excluding any cash or
other assets held in the Intercompany Note Collateral


 


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Account in accordance with the Senior Notes Indenture, as in effect on
the date hereof); (e) all Inventory; (f) to the extent evidencing,
governing, securing or otherwise related to the items referred to in the
preceding clauses (a), (b), (c), (d) and (e), all Documents, General
Intangibles, Instruments, Investment Property and Letter of Credit Rights; (g) all
books and records related to the foregoing; (h) all collateral security
and guarantees given by any Person with respect to any of the foregoing; and (i) all
Proceeds, including insurance Proceeds, of any and all of the foregoing.


 


“Canadian
Borrower” has the meaning set forth in the preamble to this Agreement.


 


“Canadian
Intercompany Notes” means (a) the senior secured demand promissory
notes evidencing loans by the US Borrower to the Canadian Borrower in an
aggregate principal amount of US$125,000,000, made on the date hereof from the
gross proceeds from the sale of the Senior Notes, and (b) each other
promissory note evidencing any other loan or advance from time to time made by
the US Borrower to the Canadian Borrower, in each case where the obligations
evidenced thereby are secured by a Lien on assets of the Canadian Borrower.


 


“Canadian
Intercompany Notes Documents” means the Canadian Intercompany Notes and all
other instruments, agreements and other documents evidencing or governing the
loan evidenced by any Canadian Intercompany Note, providing for any security
interest or other right in respect thereof, affecting the terms of the
foregoing or entered into in connection therewith and all schedules, exhibits
and annexes to each of the foregoing.


 


“Canadian
Non-ABL Collateral” means any assets of the Canadian Borrower on which any
Lien has been granted by the Canadian Borrower to secure any obligations under
any Canadian Intercompany Note, other than any assets constituting the Canadian
ABL Collateral.


 


“Canadian
Revolving Credit Obligations” means Revolving Credit Obligations of the
Canadian Borrower.


 


“Cash Collateral” has the meaning set forth in Section 6.01.


 


“Collateral” means all Revolving Credit Collateral
and all Senior Notes Collateral.


 


“Collateral
Documents” means the Revolving Credit Collateral Documents and the Senior
Notes Collateral Documents.


 


“Common Collateral”
means all Collateral that constitutes both Revolving Credit Collateral and
Senior Notes Collateral. For the avoidance of doubt, “Common Collateral” shall
not include any Canadian ABL Collateral, any Canadian Non-ABL Collateral or any
other assets of any Person (other than Symmetry and the US Borrower) that is
not both a Revolving Credit Loan Party and a Subsidiary Notes Guarantor.


 


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“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies, or the dismissal or appointment of
the management, of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlled” shall have a correlative meaning.


 


“DIP Financing” has the meaning set forth in Section 6.01.


 


“Discharge” means, with respect to the Revolving
Credit Obligations, the Canadian Revolving Credit Obligations or the Senior
Notes Obligations (each a “Class” of Obligations):


 


(a)  payment in full in cash of the principal of and interest
(including interest accruing on or after the commencement of any Insolvency or
Liquidation Proceeding, whether or not such interest would be allowed in such
Insolvency or Liquidation Proceeding) on all such Obligations;


 


(b)  payment in full in cash of all other Obligations of such Class that
are due and payable or otherwise accrued and owing at or prior to the time such
principal and interest are paid;


 


(c)  termination or expiration of all commitments, if any, to
extend credit that would give rise to Obligations of such Class; and


 


(d)  termination or cash collateralization of all letters of
credit and bankers’ acceptances the reimbursement or payment obligations in
respect of which constitute Obligations of such Class (any such cash
collateralization to be in an amount and manner reasonably satisfactory to the
Agent for such Class of Obligations, but in no event shall such amount be
greater than 105% of the aggregate undrawn face amount in the case of letters of
credit or 100% of the principal amount in the case of bankers’ acceptances).


 


“Discharge of Senior Obligations” means, subject
to the provisions of Section 5.07, (a) with respect to the Senior
Notes Liens on the ABL Collateral and the Senior Notes Obligations insofar as
they are secured by such Liens, the occurrence of a Discharge of the Revolving
Credit Obligations and (b) with respect to the Revolving Credit Liens on
the Non-ABL Collateral and the Revolving Credit Obligations insofar as they are
secured by such Liens, the occurrence of a Discharge of the Senior Notes
Obligations.


 


“Disposition” has the meaning set forth in Section 5.01(b).
“Dispose”, when used as a verb, shall have a correlative meaning.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person, and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such
equity interest.


 


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“GAAP”
means generally accepted accounting principles and practices in the United
States of America consistently applied.


 


“Governmental Authority” means the government of
the United States of America, Canada, any other nation or any political
subdivision thereof, whether state, provincial, territorial or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


 


“Grantors” means, at any time, Symmetry, the US
Borrower and each other Subsidiary that, at such time, (a) pursuant to any
Revolving Credit Collateral Document has granted a Lien on any Common
Collateral owned by it to secure any Revolving Credit Obligation and (b) pursuant
to any Senior Notes Collateral Document has granted a Lien on any Common
Collateral owned by it to secure any Senior Notes Obligation; provided, however,
that solely for purposes of Section 2.03, a Subsidiary shall be deemed to
be a “Grantor” so long as it satisfies either clause (a) or (b) above
(even if it does not satisfy both clauses (a) and (b) above) so long
as such Subsidiary is required pursuant to the terms of the Revolving Credit
Documents and the Senior Notes Documents to grant a Lien on assets owned by it
to secure the Revolving Credit Obligations and the Senior Notes Obligations,
respectively.


 


“Indebtedness” means and includes all liabilities,
absolute or contingent, that constitute “Indebtedness” within the meaning of
the Revolving Credit Agreement or the Senior Notes Indenture.


 


“Insolvency
or Liquidation Proceeding” means (a) any voluntary or involuntary case
or proceeding under the Bankruptcy Code with respect to any Grantor or the
Canadian Borrower; (b) any other voluntary or involuntary insolvency,
reorganization or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding, with respect
to any Grantor or the Canadian Borrower, or with respect to a material portion
of the assets of any of the foregoing; (c) any liquidation, dissolution,
reorganization or winding up of any Grantor or the Canadian Borrower, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy;
or (d) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of any Grantor or the Canadian Borrower; provided,
in the case of any involuntary case or proceeding, that such case or proceeding
shall have continued for 60 days without having been dismissed or discharged.


 


“Intercompany
Note Collateral Account” has the meaning set forth in the Senior Notes
Indenture, as in effect on the date hereof.


 


“Junior
Agent” means, as to any Common Collateral, the Agent whose Liens on such
Common Collateral are junior and subordinated to the Liens of the other Agent
on such Common Collateral pursuant to the terms of this Agreement. The parties
hereto acknowledge that the Senior Notes Agent is the Junior Agent with respect
to the ABL Collateral and the Revolving Credit Agent is the Junior Agent with
respect to the Non-ABL Collateral, and that, accordingly, any reference herein
to the “Junior Agent”


 


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shall be construed as a reference to the Senior Notes Agent insofar as
the ABL Collateral is concerned and to the Revolving Credit Agent insofar as
the Non-ABL Collateral is concerned.


 


“Junior
Collateral Documents” means, with respect to any Junior Liens, the
Collateral Documents pursuant to which such Liens are granted.


 


“Junior
Credit Documents” means (a) with respect to Junior Obligations that
are Senior Notes Obligations, the Senior Notes Documents, and (b) with
respect to Junior Obligations that are Revolving Credit Obligations, the
Revolving Credit Documents.


 


“Junior
Liens” means (a) with respect to the ABL Collateral or the Revolving
Credit Liens on the ABL Collateral, the Senior Notes Liens on such Collateral,
and (b) with respect to the Non-ABL Collateral or the Senior Notes Liens
on the Non-ABL Collateral, the Revolving Credit Liens on such Collateral.


 


“Junior
Obligations” means (a) with respect to any Common Collateral or any
Senior Liens thereon, any Obligations that are secured by Junior Liens on such
Common Collateral and (b) with respect to any Senior Obligations or Senior
Secured Parties secured by any Common Collateral, any Obligations that are
secured by Junior Liens on such Common Collateral, but only insofar as such
Obligations are secured by such Junior Liens, it being agreed that, to the
extent provided herein, such Obligations may also be secured by Senior
Liens on other Common Collateral and insofar as they shall be secured by such
Senior Liens on such other Common Collateral shall constitute Senior
Obligations with respect thereto.


 


“Junior
Secured Parties” means, as to any Common Collateral, the Secured Parties
whose Liens on such Common Collateral are junior and subordinated to the Liens
of the other Secured Parties on such Common Collateral pursuant to the terms of
this Agreement. The parties hereto acknowledge that the Senior Notes Secured
Parties are the Junior Secured Parties with respect to the ABL Collateral and
the Revolving Credit Secured Parties are the Junior Secured Parties with
respect to the Non-ABL Collateral, and that, accordingly, any reference herein
to the “Junior Secured Parties” shall be construed as a reference to the Senior
Notes Secured Parties insofar as the ABL Collateral is concerned and to the
Revolving Credit Secured Parties insofar as the Non-ABL Collateral is
concerned.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities.


 


“New Senior Agent” has the meaning set forth in Section 5.07.


 


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“Non-ABL Collateral” means all Common Collateral
that is not ABL Collateral.


 


“Notes
Collateral Account” has the meaning set forth in the Senior Notes
Indenture, as in effect on the date hereof.


 


“Notice of New Senior Obligations” has the meaning
set forth in Section 5.07.


 


“Obligations” means all Revolving Credit
Obligations and all Senior Notes Obligations.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Pledged Collateral” has the meaning set forth in Section 5.04.


 


“Recovery” has the meaning set forth in Section 6.05.


 


“Refinance” means, in respect of any Indebtedness,
to refinance or replace, or to issue other indebtedness in exchange for or
replacement of, such Indebtedness in whole or in part. “Refinanced” and “Refinancing”
shall have correlative meanings.


 


“Related
Secured Parties” means (a) in the case of the Revolving Credit Agent,
the Revolving Credit Secured Parties and (b) in the case of the Senior
Notes Agent, the Senior Notes Secured Parties.


 


“Revolving
Credit Agent” has the meaning assigned to such term in the preamble to this
Agreement.


 


“Revolving
Credit Agreement” means the Credit Agreement dated as of the date hereof
among Symmetry, the Borrowers, the Revolving Credit Lenders, the Revolving
Credit Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, and
CIT Business Credit Canada, Inc., as Syndication Agent, as Amended from
time to time.


 


“Revolving
Credit Collateral” means all “Collateral”, as defined in the Revolving
Credit Agreement, on which any Lien has been granted by any Grantor to secure
any Revolving Credit Obligation.


 


“Revolving
Credit Collateral Documents” means the Revolving Credit Guarantee and
Collateral Agreement, the Revolving Credit Mortgages and any and all other
documents now existing or entered into after the date hereof that grant a Lien
on any assets of Symmetry or any of the Subsidiaries constituting Common
Collateral to secure any Revolving Credit Obligations.


 


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“Revolving
Credit Documents” means the Revolving Credit Agreement and the Revolving
Credit Collateral Documents.


 


“Revolving
Credit Guarantee and Collateral Agreement” means the Guarantee and
Collateral Agreement dated as of the date hereof among Symmetry, the Borrowers,
the other Subsidiaries party thereto and the Revolving Credit Agent, as Amended
from time to time.


 


“Revolving
Credit Lenders” means, at any time, Persons that are at such time “Lenders”
under and as defined in the Revolving Credit Agreement.


 


“Revolving
Credit Liens” means Liens on the Common Collateral securing the Revolving
Credit Obligations, including all such Liens created under the Revolving Credit
Collateral Documents.


 


“Revolving
Credit Loan Parties” means the “Loan Parties” as defined in the Revolving
Credit Agreement.


 


“Revolving
Credit Mortgage” means each mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document that grants a Lien on
any real property owned or leased by any Grantor to secure any Revolving Credit
Obligations.


 


“Revolving
Credit Obligations” means all “Obligations” at any time and from time to
time under and as defined in the Revolving Credit Guarantee and Collateral
Agreement, and all Amendments or
Refinancings of Revolving Credit Obligations.


 


“Revolving
Credit Secured Parties” means the “Secured Parties” as defined in the
Revolving Credit Guarantee and Collateral Agreement.


 


“Secured
Parties” means the Revolving Credit Secured Parties and the Senior Notes
Secured Parties.


 


“Senior
Agent” means, as to any Common Collateral, the Agent whose Liens on such
Common Collateral are senior to the Liens of the other Agent on such Common
Collateral pursuant to the terms of this Agreement. The parties hereto
acknowledge that the Revolving Credit Agent is the Senior Agent with respect to
the ABL Collateral and the Senior Notes Agent is the Senior Agent with respect
to the Non-ABL Collateral, and that, accordingly, any reference herein to the “Senior
Agent” shall be construed as a reference to the Revolving Credit Agent insofar
as the ABL Collateral is concerned and to the Senior Notes Agent insofar as the
Non-ABL Collateral is concerned.


 


“Senior Credit
Documents” means (a) with respect to Senior Obligations that are
Revolving Credit Obligations, the Revolving Credit Documents, and (b) with
respect to Senior Obligations that are Senior Notes Obligations, the Senior
Notes Documents.


 


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“Senior
Lien Collateral” means (a) in the case of the Revolving Credit Secured
Parties insofar as they constitute Senior Secured Parties, ABL Collateral, and (b) in
the case of the Senior Notes Secured Parties insofar as they constitute Senior
Secured Parties, Non-ABL Collateral.


 


“Senior
Liens” means (a) with respect to the ABL Collateral or the Senior
Notes Liens on the ABL Collateral, the Revolving Credit Liens on such
Collateral, and (b) with respect to the Non-ABL Collateral or the
Revolving Credit Liens on the Non-ABL Collateral, the Senior Notes Liens on
such Collateral, and, in each case, any Liens incurred in connection with any
Refinancing of Senior Obligations that are deemed to be Senior Liens under Section 5.07.


 


“Senior
Notes” means (a) the Senior Secured Notes due 2015 issued by the US
Borrower on the date hereof in a Rule 144A or other private placement
transaction and (b) any substantially identical Senior Secured Notes due
2015 that are registered under the Securities Act of 1933, as amended, and
issued in exchange for the Senior Secured Notes described in clause (a) of
this definition.


 


“Senior
Notes Agent” has the meaning assigned to such term in the preamble to this
Agreement.


 


“Senior
Notes Collateral” means all “Collateral”, as defined in the Senior Notes
Indenture, on which any Lien has been granted by any Grantor to secure any
Senior Notes Obligation.


 


“Senior
Notes Collateral Agreement” means the Collateral Agreement dated as of the
date hereof among Symmetry, the other Senior Notes Guarantors, the US Borrower
and the Senior Notes Agent, as Amended from time to time.


 


“Senior
Notes Collateral Documents” means the Senior Notes Collateral Agreement,
the Senior Notes Mortgages and any and all other documents now existing or
entered into after the date hereof that grant a Lien on any assets of Symmetry
or any of the Subsidiaries constituting Common Collateral to secure any Senior
Notes Obligations.


 


“Senior
Notes Documents” means the Senior Notes Indenture and the Senior Notes
Collateral Documents.


 


“Senior
Notes Guarantors” means Symmetry and each “Subsidiary Guarantor”, as
defined in the Senior Notes Indenture.


 


“Senior
Notes Indenture” means the Indenture dated as of the date hereof among
Symmetry, the US Borrower, certain other Subsidiaries party thereto and the
Senior Notes Agent, as Amended from time to time.


 


“Senior
Notes Liens” means Liens on the Common Collateral securing the Senior Notes
Obligations, including all such Liens created under the Senior Notes Collateral
Documents.


 


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“Senior
Notes Mortgage” means each mortgage, deed of trust, assignment of leases
and rents, leasehold mortgage or other security document that grants a Lien on
any real property owned or leased by any Grantor to secure any Senior Notes
Obligations.


 


“Senior
Notes Obligations” means all “Notes Obligations” at any time and from time
to time under and as defined in the Senior Notes Collateral Agreement, and all Amendments or Refinancings of Senior
Notes Obligations.


 


“Senior
Notes Secured Parties” means the “Secured Parties” as defined in the Senior
Notes Collateral Agreement.


 


“Senior
Obligations” means (a) with respect to any Common Collateral or any
Junior Liens thereon, any Obligations that are secured by Senior Liens on such
Common Collateral and (b) with respect to any Junior Obligations or Junior
Secured Parties secured by any Common Collateral, any Obligations that are
secured by Senior Liens on such Common Collateral, but only insofar as such
Obligations are secured by such Senior Liens, it being agreed that, to the
extent provided herein, such Obligations may also be secured by Junior
Liens on other Common Collateral and insofar as they shall be secured by such
Junior Liens on such other Common Collateral shall constitute Junior
Obligations with respect thereto.


 


“Senior
Secured Parties” means, as to any Common Collateral, the Secured Parties
whose Liens on such Collateral are senior to the Liens of the other Secured
Parties on such Common Collateral pursuant to the terms of this Agreement. The
parties hereto acknowledge that the Revolving Credit Secured Parties are the
Senior Secured Parties with respect to the ABL Collateral and the Senior Notes
Secured Parties are the Senior Secured Parties with respect to the Non-ABL
Collateral, and that, accordingly, any reference herein to the “Senior Secured
Parties” shall be construed as a reference to the Revolving Credit Secured
Parties insofar as the ABL Collateral is concerned and to the Senior Notes
Secured Parties insofar as the Non-ABL Collateral is concerned.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any other
Person the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
Person (a) of which Equity Interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of Symmetry.


 


“Symmetry”
has the meaning assigned to such term in the preamble to this Agreement.


 


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“UCC” means the Uniform Commercial Code (or
any similar or equivalent legislation) as in effect in any applicable
jurisdiction.


 


“US
Borrower” has the meaning assigned to such term in the preamble to this
Agreement.


 


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Section 1.03. Terms Generally. The definitions of terms set
forth herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and
effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time Amended (subject to any restrictions on such
Amendments set forth herein), (b) any definition of or reference to any
statute, regulation or other law herein shall be construed (i) as
referring to such statute, regulation or other law as from time to time Amended
(including by succession of comparable successor statutes, regulations or other
laws) and (ii) to include all official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily
comply, (c) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (d) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (f) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


ARTICLE II


 


Lien Priorities


 


Section 2.01. Relative Priorities. Notwithstanding (a) the
date, time, method, manner or order of grant, attachment or perfection of any
Junior Lien or Senior Lien on any Common Collateral, (b) any provision of
the UCC or any other applicable law or of the Revolving Credit Documents or the
Senior Notes Documents, (c) any defect or deficiency in, or failure to
perfect, any Senior Lien or (d) any other circumstance whatsoever, each
Agent, on behalf of itself and its Related Secured Parties, hereby agrees that:


 


(a)  any Senior Lien on any Common Collateral now or hereafter
held by or on behalf of the Senior Agent or any Senior Secured Party or any
agent or trustee therefor, regardless of how acquired, whether by grant,
possession, statute, operation of law, subrogation or otherwise, shall be
senior in all respects and prior to all Junior Liens on such Common Collateral;
and


 


(b)  any Junior Lien on any Common Collateral now or hereafter
held by or on behalf of the Junior Agent or any Junior Secured Party or any
agent or trustee therefor, regardless of how acquired, whether by grant,
possession, statute, operation of law, subrogation or otherwise, shall be
junior and subordinated in all respects to all Senior Liens on such Common
Collateral.


 


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Any and all
foreclosure Proceeds relating to any Common Collateral shall be distributed (A) first,
to the Senior Secured Parties with respect thereto, (B) second, after
Discharge of Senior Obligations, to the Junior Secured Parties with respect
thereto, and (C) third, after Discharge of all Obligations, to the
applicable Grantor.


 


Notwithstanding
the foregoing or anything else to the contrary set forth herein or in any
Senior Notes Document or Revolving Credit Document, no Lien on Common
Collateral, insofar as such Lien secures any fees, or any amounts payable on
account of indemnification or reimbursement of expenses, owed to the Senior
Notes Agent, in its capacity as such, or to the Revolving Credit Agent, in its
capacity as such, shall be junior and subordinated pursuant to the foregoing
provisions to any other Lien on any Common Collateral.


 


13

















 


Section 2.02. Prohibition on Contesting Liens. Each Agent,
on behalf of itself and its Related Secured Parties, agrees that none of them
will (and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity or enforceability of any Senior
Lien or any Junior Lien or the provisions of this Agreement; provided
that nothing in this Agreement shall be construed to prevent or impair the
right of any Agent or Secured Party to enforce this Agreement.


 


Section 2.03. No New Liens. Whether or not any Insolvency
or Liquidation Proceeding has been commenced by or against Symmetry or any
other Grantor, Symmetry and the other parties hereto agree that neither
Symmetry nor any other Grantor shall grant, and no Secured Party shall accept,
any additional Lien on any asset of Symmetry or such other Grantor to secure
any Obligation unless Symmetry or such other Grantor has granted or
concurrently grants a Lien on such asset to secure the other outstanding
Obligations (all such Liens to have the relative priorities set forth herein
based on whether the assets subject to such additional Liens constitute ABL
Collateral or Non-ABL Collateral); provided that, with respect to any
Lien granted under a Senior Notes Mortgage with respect to any real property
located in the State of New York, such Lien may be granted without a prior
or concurrent grant of a Lien thereon to secure the Revolving Credit
Obligations so long as, prior to the grant of such Lien under such Senior Notes
Mortgage, Symmetry or the applicable Grantor shall have given notice thereof to
the Revolving Credit Agent and the Revolving Credit Agent shall have notified
Symmetry that, pursuant to its authority under the Revolving Credit Agreement,
the Revolving Credit Agent shall forego such grant of a Lien to secure the
Revolving Credit Obligations. To the extent that the foregoing provisions are
not complied with for any reason, without limiting any other rights and
remedies available to the Senior Agent or the Senior Secured Parties, the
Junior Agent, for itself and on behalf of the Junior Secured Parties, agrees
that any amounts received by or distributed to any of them pursuant to or as a
result of Liens granted in contravention of this Section shall be subject
to Section 4.02.


 


ARTICLE III


 


Enforcement


 


Section 3.01. Exercise of Remedies. (a)  Until the
Discharge of Senior Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against Symmetry or any other
Grantor, neither the Junior Agent nor any Junior Secured Party will:


 


(i) exercise or seek to exercise any
rights or remedies with respect to any Common Collateral subject to any Senior
Lien (including the exercise of any right of setoff or any right under any
lockbox agreement, account control agreement, landlord waiver or bailee’s
letter or similar agreement or arrangement to which the Junior Agent or such
Junior Secured Party is a party) or institute any action or proceeding with
respect to such rights or remedies (including any action of foreclosure); provided,
that the parties hereto acknowledge and agree that this


 


14

















 


Section shall not in any way prohibit the Junior Agent or any
Junior Secured Party from exercising any of its rights during an Insolvency or
Liquidation Proceeding to the extent permitted by the other provisions hereof;


 


(ii) contest, protest or object to any
foreclosure proceeding or action brought by the Senior Agent or any Senior
Secured Party or any other exercise by the Senior Agent or any Senior Secured
Party of any rights and remedies relating to any Common Collateral subject to
the Senior Agent’s or such Senior Secured Party’s Senior Lien, whether under
the applicable Senior Credit Documents or otherwise; or


 


(iii) object to the forbearance by the
Senior Agent or any Senior Secured Party from bringing or pursuing any foreclosure
proceeding or action or any other exercise of any rights or remedies relating
to any Common Collateral subject to the Senior Agent’s or such Senior Secured
Party’s Senior Lien;


 


provided,
that the Junior Liens granted on such Common Collateral shall attach to any
Proceeds of such Common Collateral resulting from actions taken by the Senior
Agent or any Senior Secured Party in accordance with this Agreement, subject to
the relative priorities set forth in Article II.


 


(b)  Subject to the terms and conditions of this Agreement, until
the Discharge of Senior Obligations has occurred, whether or not any Insolvency
or Liquidation Proceeding has been commenced by or against Symmetry or any
other Grantor, the Senior Agent and Senior Secured Parties shall have the
exclusive right to enforce rights, exercise remedies (including setoff and the
right to credit bid their debt) and make determinations regarding any release,
Disposition or restrictions with respect to any Common Collateral subject to
their Senior Liens without any consultation with or the consent of the Junior
Agent or any Junior Secured Party; provided, that the Junior Liens on
such Common Collateral shall remain on the Proceeds of such Common Collateral
released or Disposed of, subject to the relative priorities set forth in Article II.
In exercising rights and remedies with respect to the Common Collateral subject
to their Senior Liens, the Senior Agent and each Senior Secured Party may enforce
the provisions of the applicable Senior Credit Documents and exercise remedies
thereunder, all in such order and in such manner as they may determine in
the exercise of their sole discretion. Such exercise and enforcement shall
include the right of any agent appointed by them to sell or otherwise Dispose
of such Common Collateral upon foreclosure, to incur expenses in connection
with such sale or Disposition and to exercise all the rights and remedies of a
secured creditor under the UCC and of a secured creditor under Bankruptcy Laws
of any applicable jurisdiction.


 


(c)  Notwithstanding the foregoing provisions of this Section, the
Junior Agent and any Junior Secured Party may:


 


(i) file a claim or statement of
interest with respect to its Junior Obligations in any Insolvency or
Liquidation Proceeding that has been commenced by or against Symmetry or any
other Grantor;


 


15

















 


(ii) take any action (not adverse to the
priority status of any Senior Liens on the Common Collateral or the rights of
the Senior Agent or any Senior Secured Party to exercise rights and remedies in
respect thereof) in order to create, perfect, preserve or protect its Junior
Lien on the Common Collateral;


 


(iii) file any necessary responsive or
defensive pleadings in opposition to any motion, claim, adversary proceeding or
other pleading made by any Person objecting to or otherwise seeking the
disallowance of the claims of the Junior Secured Parties, including any claims
secured by the Common Collateral, if any, in each case in accordance with the terms
of this Agreement;


 


(iv) exercise their rights and remedies
as unsecured creditors, as provided in paragraph (e) of this Section; and


 


(v) exercise the rights and remedies
provided for in Section 6.03(b).


 


The Junior
Agent, on behalf of itself and the Junior Secured Parties, agrees that it will
not take or receive any Common Collateral subject to any Senior Lien or any
Proceeds of any such Common Collateral in connection with the exercise of any
right or remedy (including setoff) with respect to such Common Collateral in
violation of this Agreement. Without limiting the generality of the foregoing,
until the Discharge of Senior Obligations has occurred, except as expressly
provided in Section 6.03(b) and this paragraph (c), the sole right of
the Junior Agent and each Junior Secured Party with respect to any Common
Collateral subject to any Senior Lien is to hold a Junior Lien on such Common
Collateral pursuant to the applicable Junior Collateral Documents for the
period and to the extent granted therein and to receive a share of the Proceeds
thereof, if any, remaining after the Discharge of Senior Obligations has
occurred.


 


(d)  The Junior Agent, for itself and on behalf of the Junior
Secured Parties:


 


(i) agrees that it and such Junior
Secured Parties will not take any action that would hinder or delay any
exercise of rights or remedies under the Senior Credit Documents or the
realization of the full value of the Common Collateral on which the Senior
Agent has Senior Liens or would otherwise be prohibited hereunder, including
any Disposition of any Common Collateral subject to any Senior Lien, whether by
foreclosure or otherwise;


 


(ii) waives any and all rights it or
such Junior Secured Parties may have as junior lien creditors or otherwise
to object to the manner in which the Senior Agent or any Senior Secured Party
seeks to enforce or collect any Senior Obligations or to enforce or realize on
the Senior Liens undertaken in accordance with this Agreement, regardless of
whether any action or failure to act by or on behalf of the Senior Agent or any
Senior Secured Party is adverse to the interests of the Junior Secured Parties;
and


 


(iii) acknowledges and agrees that no
covenant, agreement or restriction contained in the Junior Collateral Documents
or any other Junior Credit


 


16

















 


Document (other than this Agreement) shall be deemed to restrict in any
way the rights and remedies of the Senior Agent or any Senior Secured Party
with respect to the Common Collateral subject to any Senior Lien as set forth
in this Agreement and the Senior Credit Documents.


 


17

















 


(e)  Except as otherwise specifically set forth in paragraphs (a) and
(d) of this Section, the Junior Agent and any Junior Secured Party may exercise
rights and remedies available to it as an unsecured creditor of Symmetry or any
other Grantor in accordance with the terms of the Junior Credit Documents and
applicable law; provided that in the event that any Junior Secured Party
becomes a judgment Lien creditor in respect of any Common Collateral subject to
any Senior Lien as a result of its enforcement of its rights as an unsecured
creditor with respect to the applicable Junior Obligations, such judgment Lien
shall be subject to the terms of this Agreement to the same extent as the other
Liens securing the Junior Obligations. Nothing in this Agreement shall prohibit
the receipt by the Junior Agent or any Junior Secured Party of the required or
permitted payments of interest, principal and other amounts owed in respect of
the Junior Obligations so long as such receipt is not the direct or indirect
result of the exercise by the Junior Agent or any Junior Secured Party of
rights or remedies as a secured creditor (including the exercise of any right
of setoff) or enforcement in contravention of this Agreement of any Junior Lien
held by any of them. Nothing in this Agreement shall be construed to impair or
otherwise adversely affect any rights or remedies the Senior Agent or any
Senior Secured Party may have with respect to any Common Collateral
subject to its Senior Liens.


 


(f)   Subject to Section 2.03,
nothing in this Agreement shall restrict the Revolving Credit Agent or any
Revolving Credit Secured Party from exercising any right or remedy or taking
any other action with respect to (i) Revolving Credit Collateral that does
not constitute Common Collateral and (ii) any Canadian ABL Collateral.


 


ARTICLE IV


 


Payments


 


Section 4.01. Application of Proceeds. So long as the Discharge
of Senior Obligations has not occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against Symmetry or any other
Grantor, Common Collateral or Proceeds thereof received in connection with the
sale or other disposition of, or collection on, such Common Collateral upon any
exercise of remedies shall, subject to Section 5.08, be applied to the
applicable Senior Obligations in the order specified in the relevant Senior
Credit Documents. Upon the Discharge of Senior Obligations, the Senior Agent
shall deliver to the Junior Agent any Common Collateral and Proceeds of Common
Collateral held by it in the form in which received, with any necessary
endorsements, or as a court of competent jurisdiction may otherwise
direct, to be applied by the Junior Agent to the applicable Junior Obligations
in the order specified in the relevant Junior Collateral Documents.


 


Section 4.02. Payments Over in Violation of Agreement. So
long as the Discharge of Senior Obligations has not occurred, whether or not
any Insolvency or Liquidation Proceeding has been commenced by or against
Symmetry or any other Grantor, if the Junior Agent or any Junior Secured Party
receives any Common Collateral subject to any Senior Lien or any Proceeds of
any such Common Collateral in connection with (i) the exercise of any
right or remedy (including any right of setoff) relating to such


 


18

















 


Collateral in
contravention of this Agreement or (ii) the transfer of such Common
Collateral or Proceeds to the Junior Agent or Junior Secured Party by any
Person holding a Lien on such Collateral that is subordinated to the Lien of
the Junior Agent or Junior Secured Party, such Collateral or Proceeds shall be
segregated and held in trust and forthwith paid over to the Senior Agent with
respect to such Common Collateral for the benefit of the applicable Senior
Secured Parties in the form in which received, with any necessary
endorsements, or as a court of competent jurisdiction may otherwise direct.
The Senior Agent is hereby authorized to make any such endorsements as agent
for the Junior Agent or Junior Secured Parties (such authorization being
coupled with an interest and irrevocable until the Discharge of Senior
Obligations has occurred).


 


ARTICLE V


 


Other Agreements


 


Section 5.01. Releases. (a)  If in connection with the
exercise of the Senior Agent’s remedies in respect of any Common Collateral
subject to its Senior Liens, the Senior Agent, for itself or on behalf of the
Senior Secured Parties, releases its Senior Liens on any part of such
Common Collateral, then the Junior Liens on such Common Collateral shall be
automatically, unconditionally and simultaneously released; provided,
that such Junior Liens shall remain on the Proceeds of such Common Collateral,
subject to the relative priorities set forth in Article II. The Junior
Agent, for itself and on behalf of the Junior Secured Parties, agrees promptly
to execute and deliver to the Senior Agent or the applicable Grantor such
termination statements, releases and other documents as the Senior Agent or
such Grantor may request to confirm such release.


 


(b)  If in connection with any sale, lease, exchange, transfer or
other disposition of any Common Collateral (collectively, a “Disposition”)
permitted under the terms of both the Senior Credit Documents and the Junior
Credit Documents (other than in connection with the exercise of the Senior
Agent’s remedies in respect of Common Collateral as provided in paragraph (a) above),
the Senior Agent, for itself or on behalf of the Senior Secured Parties,
releases any of its Senior Liens on any part of such Common Collateral,
other than (i) in connection with the Discharge of Senior Obligations or (ii) after
the occurrence and during the continuance of any Event of Default under the
Junior Credit Documents, then the Junior Liens of the Junior Agent and the
Junior Secured Parties on such Collateral shall be automatically,
unconditionally and simultaneously released; provided, that such Junior
Liens shall remain on the Proceeds of such Common Collateral, subject to the
relative priorities set forth in Article II. The Junior Agent, for itself
or on behalf of the Junior Secured Parties, promptly shall execute and deliver
to the Senior Agent or the applicable Grantor such termination statements,
releases and other documents as the Senior Agent or such Grantor may request
to confirm such release.


 


(c)  Until the Discharge of Senior Obligations has occurred, the
Junior Agent, for itself and on behalf of the Junior Secured Parties, hereby
irrevocably constitutes and appoints the Senior Agent and any officer or agent
of the Senior Agent, with full power of substitution, as its true and lawful
attorney-in-fact with full power and


 


19

















 


authority in
the name, place and stead of the Junior Agent or Junior Secured Parties or in
the Senior Agent’s own name, from time to time in the Senior Agent’s
discretion, for the purpose of carrying out the terms of this Section, to take
any and all action and to execute any and all documents and instruments which may be
necessary or appropriate to accomplish the purposes of this Section, including
any endorsements or other instruments of transfer or release.


 


(d)  Until the Discharge of Senior Obligations has occurred, to
the extent that the Senior Agent or Senior Secured Parties release any Senior
Lien on Common Collateral and any such Lien is later reinstated, then the
Junior Agent with respect to such Common Collateral, for itself and on behalf
of the Junior Secured Parties, shall have, and hereby is hereby granted, a Lien
on such Common Collateral, subject to the lien subordination provisions of this
Agreement.


 


Section 5.02. Insurance. Until the Discharge of Senior
Obligations has occurred, subject to the terms of, and the rights of the
Grantors under, the applicable Senior Credit Documents (including the rights of
the Grantors under the applicable Senior Credit Documents to exercise any such
rights in respect of insurance policies or condemnation or similar proceedings
in the absence of an Event of Default thereunder), the Senior Agent and Senior
Secured Parties shall have the right to adjust settlements for any insurance
policy covering any Common Collateral subject to their Senior Liens in the
event of any loss thereunder and to approve any award granted in any
condemnation or similar proceeding (or any deed in lieu of condemnation)
affecting such Common Collateral. Until the Discharge of Senior Obligations has
occurred, subject to the terms of, and the rights of the Grantors under, the
Senior Credit Documents, all proceeds of any such policy and any such award (or
any payments with respect to a deed in lieu of condemnation) if in respect to
such Common Collateral shall be paid to the Senior Agent for the benefit of the
Senior Secured Parties and, following the Discharge of Senior Obligations, and
subject to the terms of, and the rights of the Grantors under, the Junior
Credit Documents, to the Junior Agent for the benefit of the Junior Secured
Parties and, following the Discharge of Junior Obligations, to the owner of the
subject property, such other Person as may be entitled thereto or as a
court of competent jurisdiction may otherwise direct. Until the Discharge
of Senior Obligations has occurred, if the Junior Agent or any Junior Secured
Party shall, at any time, receive any proceeds of any such insurance policy or
any such award or payment in contravention of this Agreement, it shall
segregate and hold in trust and forthwith pay such proceeds over to the Senior
Agent in accordance with Section 4.02.


 


Section 5.03. Amendments to Senior Credit Documents and Junior
Credit Documents. (a)    Each Senior Credit Document may be
Amended in accordance with the terms thereof, and all Indebtedness under each
Senior Credit Document may be Refinanced in accordance with the terms
thereof, except, in each case, as prohibited under the Junior Credit Documents
as in effect on the date hereof and as Amended from time to time (but without
giving effect to any Amendment that prohibits or restricts the Amendment of any
Senior Credit Document or the Refinancing of any Indebtedness under any Senior
Credit Document to a greater extent than the provisions of such Junior


 


20

















 


Credit
Documents in effect on the date hereof). No Amendment of any Senior Credit
Document shall affect the lien subordination or other provisions of this
Agreement.


 


(b)  Each Junior Credit Document may be Amended in accordance
with the terms thereof, and all Indebtedness under each Junior Credit Document may be
Amended or Refinanced in accordance with the terms thereof, except, in each
case, as prohibited under the Senior Credit Documents as in effect on the date
hereof and as Amended from time to time (but without giving effect to any
Amendment that prohibits or restricts the Amendment of any Junior Credit
Document or the Refinancing of any Indebtedness under any Junior Credit
Document to a greater extent than the provisions of such Senior Credit
Documents in effect on the date hereof). No Amendment of any Junior Credit
Document shall affect the lien subordination or other provisions of this
Agreement.


 


(c)  Symmetry agrees that each Junior Collateral Document shall
include the following language (or language to similar effect approved by the
Senior Agent):


 


“Notwithstanding
anything herein to the contrary, the lien and security interest granted
pursuant to this Agreement and the exercise of any right or remedy hereunder
are subject to the provisions of the Lien Subordination and Intercreditor
Agreement dated as of November 15, 2007, (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among Symmetry Holdings Inc., Novamerican Steel Finco Inc., the
other subsidiaries of Symmetry Holdings Inc. party thereto, JPMorgan Chase
Bank, N.A., as Administrative Agent under the Revolving Credit Agreement
referred to therein, and The Bank of New York, as Collateral Agent for the
holders of the Senior Notes issued under the Indenture referred to therein. In
the event of any conflict between the terms of the Intercreditor Agreement and
this Agreement, the terms of the Intercreditor Agreement shall govern and
control.”


 


21
















 


Section 5.04. Bailee for Perfection. (a)  The Senior
Agent agrees to hold that part of the Common Collateral on which it holds
a Senior Lien and that is in its possession or control, or in the possession or
control of its agents or bailees (such Collateral being the “Pledged
Collateral”), as collateral agent for the Senior Secured Parties and as
gratuitous bailee for the Junior Agent (such bailment being intended, among
other things, to satisfy the requirements of Sections 8-301(a)(2) and
9-313(c) of the UCC) and any assignee thereof solely for the purpose of
perfecting the security interests granted under the applicable Senior Credit
Documents and Junior Credit Documents, respectively, subject to the terms and
conditions of this Section. The Junior Agent agrees to hold any part of
the Pledged Collateral of which it obtains possession or control (including
through any of its agents or bailees) as collateral agent for the Senior
Secured Parties and Junior Secured Parties and any assignees of the foregoing
solely for the purpose of perfecting the security interest granted under the
applicable Junior Credit Documents and Senior Credit Documents, respectively,
subject to the terms and conditions of this Section.


 


(b)  The Senior Agent shall have no obligation whatsoever to the
applicable Senior Secured Parties, the Junior Agent or the Junior Secured
Parties to ensure that any Pledged Collateral is genuine or owned by any of the
Grantors or to preserve rights or benefits of any Person except as expressly
set forth in this Section. The duties or responsibilities of the Senior Agent
to the Junior Agent or the Junior Secured Parties under this Section shall
be limited solely to holding Pledged Collateral in its possession or under its
control as gratuitous bailee in accordance with this Section and
delivering such Pledged Collateral upon the Discharge of Senior Obligations as
provided in paragraph (d) below.


 


(c)  The Senior Agent, acting pursuant to this Section, shall not
have by reason of the Senior Credit Documents, the Junior Credit Documents,
this Agreement or any other document a fiduciary relationship in respect of any
Senior Secured Party, the Junior Agent or any Junior Secured Party or any
liability to any Senior Secured Party, the Junior Agent or any Junior Secured
Party, absent gross negligence or willful misconduct on the part of the
Senior Agent.


 


(d)  Upon the Discharge of Senior Obligations, the Senior Agent
shall deliver the remaining Pledged Collateral held by it, if any, together
with any necessary endorsements, first, to the Junior Agent to the
extent Junior Obligations remain outstanding, and second, to the
applicable Grantors to the extent no Senior Obligations or Junior Obligations
remain outstanding (in each case, so as to allow such Person to obtain
possession or control of such Pledged Collateral). The Senior Agent further
agrees, upon the Discharge of Senior Obligations, to take all other action
reasonably requested by the Junior Agent in connection with the Junior Agent
obtaining a first-priority interest in the Pledged Collateral or as a court of
competent jurisdiction may otherwise direct.


 


(e)  Subject to the terms of this Agreement, so long as the
Discharge of Senior Obligations has not occurred, the Senior Agent shall be
entitled to deal with the Pledged Collateral or Collateral within its “control”
in accordance with the terms of this


 


22

















 


Agreement and
the applicable Senior Credit Documents as if the Liens of the Junior Agent and
the Junior Secured Parties did not exist.


 


Section 5.05. Entry Upon Premises by Revolving Credit Agent.
(a)  If the Senior Notes Agent shall take any action to exercise its
rights or remedies with respect to the Non-ABL Collateral, the Senior Notes
Agent (i) shall cooperate with any efforts on the part of the
Revolving Credit Agent to exercise its rights and remedies with respect to the
ABL Collateral, to complete the processing of any Inventory (including
work-in-process) included in the ABL Collateral and to assemble the ABL
Collateral, (ii) shall not hinder or restrict in any respect the Revolving
Credit Agent from enforcing its security interest in, or exercising any other
rights or remedies with respect to, the ABL Collateral or from completing the
manufacturing and processing of, and turning into finished goods, any ABL
Collateral (including raw materials and work-in-process) and assembling the ABL
Collateral and (iii) shall permit the Revolving Credit Agent, its agents,
advisers and representatives, at the sole cost and expense of the Revolving
Credit Secured Parties, to enter upon and use the Non-ABL Collateral (including
manufacturing, storage and transportation facilities and equipment, computers,
records, documents and files and intellectual property) for a period not to
exceed 270 days after the date on which the Senior Notes Agent shall obtain
possession and control of such Non-ABL Collateral, for purposes of (A) assembling
and storing the ABL Collateral and completing the manufacturing and processing
of, and turning into finished goods, any ABL Collateral (including raw
materials and work-in-process), (B) selling any or all of the ABL
Collateral located on such Non-ABL Collateral, whether in bulk, in lots or to
customers in the ordinary course of business or otherwise, (C) removing
any or all of the ABL Collateral located on such Non-ABL Collateral and (D) taking
reasonable actions to protect, secure and otherwise enforce the rights of the
Revolving Credit Agent and the Revolving Credit Secured Parties in the ABL
Collateral; provided, however, that nothing contained in this
Agreement shall restrict the Senior Notes Agent from selling, assigning or
otherwise transferring any Non-ABL Collateral prior to the expiration of such
270 day period if the purchaser, assignee or transferee agrees to be bound by
the provisions of this Section. It is agreed that if any stay or other order
prohibiting the exercise of rights or remedies with respect to the ABL
Collateral has been entered by a court of competent jurisdiction, such 270 day
period shall be tolled during the pendency of any such stay or other order; provided
that after the 270th day following the date on which the Senior Notes Agent
shall obtain possession and control of any Non-ABL Collateral, such period
shall terminate as to such Non-ABL Collateral if the Senior Notes Agent shall
determine in good faith and advise the Revolving Credit Agent that the
continuance of such period would prevent a contemplated sale of such Non-ABL
Collateral or materially reduce the price obtainable in such sale. Notwithstanding
anything in this paragraph to the contrary, the Senior Notes Agent and the
Senior Notes Secured Parties (i) shall have no obligation to exercise
rights or remedies that may be available to them under the Senior Notes
Credit Documents and (ii) shall be required to permit the Revolving Credit
Agent, and its agents, advisers and representatives, to enter upon and use the
Non-ABL Collateral only to the extent the Senior Notes Agent or the Senior
Notes Secured Parties have possession and control of such Non-ABL Collateral.


 


23

















 


(b)  If the Revolving Credit Agent elects to enter upon and use
the Non-ABL Collateral as provided in paragraph (a) of this Section, it
shall take all reasonable efforts (and shall direct its agents, advisers and
representatives to take all reasonable efforts) to avoid, to the extent
reasonably practicable, interference with the operation of the Non-ABL
Collateral. Subject to the Senior Notes Agent having obtained possession and
control of any of the Non-ABL Collateral, the Senior Notes Agent may instruct
the Revolving Credit Agent in writing to remove all ABL Collateral from such
Non-ABL Collateral by the end of the 270 day period referred to in paragraph (a) of
this Section, whereupon, at the end of such 270 day period, the Revolving
Credit Agent shall, at the sole cost and expense of the Revolving Credit
Secured Parties, remove the ABL Collateral from the Non-ABL Collateral; provided
that no stay or other order prohibiting such removal has been entered by a
court of competent jurisdiction (it being understood and agreed that the
running of such 270 day period shall be tolled during the pendency of any such
stay or other order). If the Revolving Credit Agent does not remove the ABL
Collateral from the Non-ABL Collateral by the end of such 270 day period (or
such longer period as such a stay or other order is in effect), the Senior
Notes Agent may cause the ABL Collateral to be removed and, thereafter,
store the ABL Collateral in such location or locations as the Senior Notes
Agent shall deem advisable pending repossession by the Revolving Credit Agent. Any
costs reasonably incurred by the Senior Notes Agent or the Senior Notes Secured
Parties by virtue of such removal and storage shall be paid by the Revolving
Credit Secured Parties. The Senior Notes Agent agrees to notify the Revolving
Credit Agent of the location or locations to which any of the ABL Collateral
shall have been removed by it pursuant to the foregoing provisions.


 


(c)  During the period of actual occupation, use or control by the
Revolving Credit Agent, or its agents, advisers or representatives, of any
Non-ABL Collateral, the Revolving Credit Secured Parties shall be obligated to (i) reimburse
the Senior Notes Agent for all utilities, insurance and all other operating
costs of such Non-ABL Collateral during any such period of actual occupation,
use or control (calculated on a per diem basis based upon a fraction, the
numerator of which shall be the actual number of days of such occupation, use
or control and the denominator of which shall be 365 days) to the extent the
same are actually paid by the Senior Notes Agent or the Senior Notes Secured
Parties, (ii) repair at their expense any physical damage to such Non-ABL
Collateral directly resulting from such occupancy, use or control, and leave
such Non-ABL Collateral in substantially the same condition as it was at the
commencement of such occupancy, use or control, and (iii) indemnify and hold
harmless the Senior Notes Agent and the Senior Notes Secured Parties from and
against any losses, claims, liabilities, costs or expenses directly resulting
from such occupancy, use or control or from any acts or omissions of the
Revolving Credit Agent or its agents, advisers or representatives in connection
therewith. Notwithstanding the foregoing, in no event shall the Revolving
Credit Secured Parties have any liability to the Senior Notes Agent or the
Senior Notes Secured Parties pursuant to this Section as a result of any
condition (including any environmental condition, claim or liability) on or
with respect to the Non-ABL Collateral existing prior to the date of the
exercise by the Revolving Credit Agent of its rights under this Section, and
the Revolving Credit Secured Parties shall have no duty or liability to
maintain the Non-ABL Collateral in a condition or manner better than that in
which it was maintained prior to the use thereof by the Revolving Credit Agent
or its agents, advisers or representatives, or for any diminution in the value
of the Non-ABL Collateral that results solely from ordinary wear and tear
resulting from the use of the Non-ABL Collateral by the Revolving Credit Agent
or its


 


24

















 


agents,
advisers or representatives in the manner and for the time periods specified
under this Section. Without limiting the rights granted in this Section, the
Revolving Credit Agent and the Revolving Credit Secured Parties shall cooperate
with the Senior Notes Agent in connection with any efforts made by it to sell
the Non-ABL Collateral.


 


(d)  The foregoing provisions of this Section shall apply, mutatis
mutandis, to any exercise of rights or remedies by the Senior Notes Agent,
or any of its Affiliates, or the Senior Notes Secured Parties with respect to
any Canadian Non-ABL Collateral securing obligations under any Canadian
Intercompany Note and any exercise of rights or remedies by the Revolving
Credit Agent, or any of its Affiliates, or the Revolving Credit Secured Parties
with respect to the Canadian ABL Collateral located on such Canadian Non-ABL
Collateral, as well as any exercise of rights and remedies available to the
Revolving Credit Agent, or any of its Affiliates, or the Revolving Credit Secured
Parties, with respect to the Canadian ABL Collateral by a receiver, interim
receiver or receiver and manager appointed by the Revolving Credit Agent, or
any of its Affiliates, or by a court of competent jurisdiction (each, a “Receiver”).
In furtherance of the foregoing, each of the US Borrower and the Senior Notes
Agent agrees that (i) upon the request of the Revolving Credit Agent, it
will support and join in any application for relief brought by the Revolving
Credit Agent under the applicable Canadian insolvency laws for the appointment
of a court-appointed Receiver in respect of the Canadian Borrower and (ii) it
will not contest, protest or object to any action brought by the Revolving
Credit Agent or any Receiver in connection with any exercise of the rights and
remedies of the Revolving Credit Agent in respect of the Canadian ABL
Collateral provided in the Revolving Credit Documents.


 


Section 5.06. Rights under Permits, Licenses and Intellectual
Property. The Senior Notes Agent agrees that if the Revolving Credit Agent
shall require rights available under any permit, license or Intellectual
Property controlled by the Senior Notes Agent, or any of its Affiliates, in
order to realize on any ABL Collateral or any Canadian ABL Collateral, the
Senior Notes Agent shall take all such actions as shall be available to it,
consistent with applicable law and reasonably requested by the Revolving Credit
Agent, to make such rights available to the Revolving Credit Agent. The
Revolving Credit Agent agrees that if the Senior Notes Agent shall require
rights available under any permit, license or Intellectual Property controlled
by the Revolving Credit Agent in order to realize on any Non-ABL Collateral,
the Revolving Credit Agent shall take all such actions as shall be available to
it, consistent with applicable law and reasonably requested by the Senior Notes
Agent, to make such rights available to the Senior Notes Agent. Each Agent and
the US Borrower agrees that any sale or other transfer of any Common Collateral
or any Canadian Non-ABL Collateral consisting, in each case, of Intellectual
Property upon any exercise of remedies shall be made expressly subject to the
rights to be made available pursuant to this Section.


 


Section 5.07. When Discharge of Senior Obligations Deemed Not
To Have Occurred. If Symmetry or any other Grantor shall enter into any
Refinancing of


 


25

















 


any Senior
Obligations that is (a) permitted by the Junior Credit Documents and (b) secured
by Liens on Common Collateral subject to Senior Liens securing such Refinanced
Senior Obligations, then a Discharge of Senior Obligations shall be deemed not
to have occurred for all purposes of this Agreement and, subject to the next
sentence, from and after the date on which the Notice of New Senior Obligations
referred to below in this Section is delivered to the Junior Agent, (i) the
obligations under such Refinancing of the Senior Obligations shall
automatically be treated as Senior Obligations (to the same extent as the
Refinanced Senior Obligations), (ii) the Liens securing such Refinancing
of the Senior Obligations shall be treated as Senior Liens (to the same extent
as the corresponding Liens securing the Refinanced Senior Obligations) for all
purposes of this Agreement, including for purposes of the provisions governing
Lien priorities and rights in respect of Common Collateral set forth herein,
and (iii) the collateral agent for such Refinancing of the Senior
Obligations (the “New Senior Agent”) shall be the Senior Agent for all
purposes of this Agreement (to the same extent as the Agent for the Refinanced
Senior Obligations). If any Senior Obligations shall be Refinanced in part but
not in whole, then (A) both the remaining Senior Obligations and the
obligations under such Refinancing shall have the status of Senior Obligations
hereunder, (B) the Liens on any Common Collateral securing the obligations
under such Refinancing shall constitute Senior Liens to the same extent as the
Liens on such Collateral securing such remaining Senior Obligations (it being
understood and agreed that the relative rights of, and priorities of the Liens
securing, the obligations under such Refinancing and such remaining Senior
Obligations shall not be governed by this Agreement) and (C) the original
Senior Agent and the New Senior Agent shall each have the rights and
obligations of the Senior Agent hereunder; provided, that (x) in the
event any determinations made or notices given hereunder by the original Senior
Agent and the New Senior Agent shall conflict, the determination made or notice
given by the Senior Agent representing the greater amount of Senior Obligations
shall control and (y) any Pledged Collateral held by either Senior Agent shall
be held by it both in its own right and as bailee of the other Senior Agent (in
accordance with the provisions and subject to the limitations set forth in Section 5.04),
as their interests may appear. Upon receipt of a notice (the “Notice of
New Senior Obligations”) stating that Symmetry or any Grantor has
Refinanced any Senior Obligations as provided above (which notice shall include
the identity of the new Senior Agent), the original Senior Agent and the Junior
Agent shall promptly enter into such documents and agreements (including Amendments
to this Agreement) as Symmetry or such New Senior Agent shall reasonably
request in order to provide to the New Senior Agent the rights contemplated
hereby. As a condition to its ability to enforce this Agreement, the New Senior
Agent shall agree in a writing addressed to the Junior Agent, for the benefit
of the Junior Secured Parties, and, if any portion of the original Senior
Obligations shall remain outstanding, to the original Senior Agent, for the
benefit of the original Senior Secured Parties, to be bound by the terms of
this Agreement. The provisions of this Section are intended to ensure that
(i) the Liens on any Common Collateral securing any Refinancing of Senior
Obligations will have the same priorities relative to the Liens on such Common
Collateral securing the Junior Obligations as the Liens that secured such
Refinanced Senior Obligations prior to such Refinancing and (ii) the
parties benefited by the Liens on any Common Collateral securing any
Refinancing of Senior Obligations will have the same rights and obligations


 


26

















 


relative to
the parties holding Liens on such Common Collateral securing the Junior
Obligations as the parties that were benefited by the Liens that secured such
Refinanced Senior Obligations, and such provisions shall be construed
accordingly.


 


Section 5.08. Canadian Intercompany Notes. The parties
hereto acknowledge and agree that, notwithstanding the status of the Canadian
Intercompany Notes as Non-ABL Collateral or any other provision of this
Agreement governing the rights of the parties hereto with respect to the
Canadian Non-ABL Collateral and the Proceeds thereof, the Senior Notes Agent,
on behalf of itself and the Senior Notes Secured Parties, agrees that (a) neither
it nor any of the Senior Notes Secured Parties (nor any of the Secured Parties
under and as defined in the Canadian Intercompany Notes Documents) will
exercise any rights or remedies against, or otherwise seek to realize on, any
Canadian ABL Collateral securing any Canadian Intercompany Note at any time
prior to the Discharge of the Canadian Revolving Credit Obligations and (b) any
Proceeds or other amounts received by the Senior Notes Agent or any Senior
Notes Secured Party (or any Secured Party under and as defined in the Canadian
Intercompany Notes Documents) as a result of any exercise of rights or remedies
against or realization upon any Canadian ABL Collateral securing any Canadian
Intercompany Note at any time prior to the Discharge of the Canadian Revolving
Credit Obligations shall be segregated and held in trust and forthwith paid
over to the Revolving Credit Agent, for the benefit of the Revolving Credit
Secured Parties, in the form in which received, with any necessary
endorsements, and shall be applied to satisfy and discharge the Canadian
Revolving Credit Obligations (with any amount remaining after the Discharge of
the Canadian Revolving Credit Obligations to be applied in the manner specified
in the relevant Senior Notes Credit Document).


 


ARTICLE VI


 


Insolvency or Liquidation Proceedings


 


Section 6.01. Cash Collateral and DIP Financing. Until the
Discharge of the Revolving Credit Obligations has occurred, if Symmetry or any
other Grantor shall be subject to any Insolvency or Liquidation Proceeding and
the Revolving Credit Agent shall desire to permit the use of “Cash Collateral”
(as such term is defined in Section 363(a) of the Bankruptcy Code) or
to permit Symmetry or any other Grantor to obtain financing under Section 364
of the Bankruptcy Code or any similar Bankruptcy Law (any such financing being
a “DIP Financing”), then the Senior Notes Agent, on behalf of
itself and the Senior Notes Secured Parties, agrees that it will raise no
objection to such Cash Collateral use or such DIP Financing, insofar as
its rights with respect to the ABL Collateral are affected. To the extent
the Revolving Credit Liens on the ABL Collateral are subordinated to or pari
passu with any such DIP Financing, the Senior Notes Agent, on behalf of
itself and the Senior Notes Secured Parties, shall subordinate, and hereby
subordinates, to the same extent the Senior Notes Liens of the Senior Notes
Agent and the Senior Notes Secured Parties on the ABL Collateral to the
Liens securing such DIP Financing (and all obligations relating thereto)
and agrees, on behalf of itself and the Senior Notes Secured Parties, that none
of the Senior Notes Agent or any Senior Notes Secured Party will request
adequate protection or any other relief in connection


 


27

















 


with its
rights as a holder of Liens on the ABL Collateral (except as expressly
agreed by the Revolving Credit Agent or to the extent permitted by Section 6.03).


 


Section 6.02. Relief from the Automatic Stay. Until the
Discharge of Senior Obligations has occurred, the Junior Agent, on behalf of
itself and the Junior Secured Parties, agrees that none of them shall seek (or
support any other Person seeking) relief from the automatic stay or any other
stay in any Insolvency or Liquidation Proceeding in respect of any
Common Collateral subject to a Senior Lien without the prior written
consent of the Senior Agent. The Junior Agent, on behalf of itself and the
Junior Secured Parties, agrees that none of them shall oppose (or support any
other Person opposing) any motion of the Senior Agent seeking relief from the
automatic stay or any other stay in any Insolvency or Liquidation Proceeding in
respect of any Common Collateral subject to its Senior Lien.


 


Section 6.03. Adequate Protection. (a)  The Junior
Agent, on behalf of itself and the Junior Secured Parties, agrees that none of
them shall contest (or support any other Person contesting):


 


(i) any request by the Senior Agent or
Senior Secured Parties for adequate protection with respect to their Senior
Liens on any Common Collateral; or


 


(ii) any objection by the Senior Agent
or Senior Secured Parties to any motion, relief, action or proceeding based on
the Senior Agent or Senior Secured Parties claiming a lack of adequate
protection with respect to their Senior Liens on any Common Collateral.


 


(a)                                  Notwithstanding
the foregoing provisions in this Section, in any Insolvency or Liquidation
Proceeding:


 


(iii) if the Senior Agent or any Senior
Secured Parties are granted adequate protection in the form of additional
collateral of a type that would constitute Senior Lien Collateral of the Senior
Agent or such Senior Secured Parties, then (A) the Junior Agent, on behalf
of itself or any of the Junior Secured Parties, may seek or request
adequate protection in the form of a Lien on such additional collateral,
which Lien will be junior and subordinated to the Liens securing the Senior
Obligations (and, in the case of any such Lien on additional collateral that
would constitute ABL Collateral, to any DIP Financing (and all obligations
related thereto) permitted by the Revolving Credit Agent) on the same basis as
the other Liens on Senior Lien Collateral securing the Junior Obligations
are so junior and subordinated to the Liens on such Collateral securing
the Senior Obligations under this Agreement and (B) subject to clause (ii) below,
the Senior Agent, on behalf of itself and the Senior Secured Parties, agrees
that none of them shall contest (or support any other Person contesting) (1) any
request by the Junior Agent, on behalf of itself or any Junior Secured Party
for adequate protection pursuant to the preceding clause (A) or (2) any
motion, relief, action or proceeding in support of a request for adequate
protection pursuant to the preceding clause (A); and


 


28

















 


(iv) if the Junior Agent or any Junior
Secured Parties are granted adequate protection in the form of additional
collateral of a type that would constitute Senior Lien Collateral of the
Senior Secured Parties, then the Junior Agent, on behalf of itself and the
Junior Secured Parties, agrees that the Senior Agent shall also be granted a
Lien on such additional collateral as security for the Senior Obligations (and,
in the case of any such Lien on additional collateral that would constitute ABL
Collateral, for any DIP Financing (and all obligations related thereto)
provided by the Revolving Credit Secured Parties) and that any Lien on such
additional collateral securing the Junior Obligations shall be junior and
subordinated to the Lien on such collateral securing the Senior Obligations
(and any such DIP Financing and related obligations) and to any other
Liens granted to the Senior Secured Parties as adequate protection on the same
basis as the other Liens on Common Collateral securing the Junior
Obligations are so subordinated to the Liens on Common Collateral securing
the Senior Obligations under this Agreement.


 


Section 6.04. No Waiver. Subject to Sections 3.01(c) and
3.01(e), nothing contained herein shall prohibit or in any way limit the Senior
Agent or any Senior Secured Party from objecting in any Insolvency or
Liquidation Proceeding or otherwise to any action taken by the Junior Agent or
any Junior Secured Party, including the seeking by any such Junior Agent or any
Junior Secured Party of adequate protection or the asserting by any such Junior
Agent or any Junior Secured Party of any of its rights and remedies under the
applicable Junior Credit Documents or otherwise, in each case to the extent
affecting the Senior Agent’s or such Senior Secured Parties’ rights in its
Senior Lien Collateral.


 


Section 6.05. Avoidance Issues. If any Senior Secured Party
is required in any Insolvency or Liquidation Proceeding or otherwise to turn
over or otherwise pay to the estate of Symmetry or any other Grantor any amount
paid in respect of Senior Obligations (a “Recovery”), then such Senior
Secured Party shall be entitled to a reinstatement of the applicable Senior
Obligations with respect to all such recovered amounts. If the Revolving Credit
Agent or any Revolving Credit Secured Party is required in any Insolvency or
Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate
of Symmetry or the Canadian Borrower or any of its Subsidiaries any amount paid
in respect of the Canadian Revolving Credit Obligations (a “Canadian
Recovery”), then such Revolving Credit Secured Party shall be entitled to a
reinstatement of the applicable Canadian Revolving Credit Obligations with
respect to all such recovered amounts. If this Agreement shall have been
terminated prior to such Recovery or such Canadian Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement.


 


Section 6.06. Post-Petition Interest. The Junior Agent
agrees, on behalf of itself and the Junior Secured Parties, that none of them
shall oppose or seek to challenge any claim by the Senior Agent or any Senior
Secured Party for allowance in any Insolvency or Liquidation Proceeding of
Senior Obligations consisting of post-petition interest, fees or expenses to
the extent of the value of the Senior Agent’s or such


 


29

















 


Senior Secured
Party’s Senior Lien on its Senior Lien Collateral, without regard to the
existence of the Junior Lien of the Junior Agent or any Junior Secured Party on
such Senior Lien Collateral.


 


Section 6.07. Separate Grants of Security and Separate
Classification. Each of the Revolving Credit Agent, for itself and on
behalf of the Revolving Credit Secured Parties, and the Senior Notes Agent, for
itself and on behalf of the Senior Notes Secured Parties, acknowledges and agrees
that (a) the grants of Liens pursuant to the Revolving Credit Collateral
Documents and the Senior Notes Collateral Documents constitute separate and
distinct grants of Liens; and (b) because of, among other things, their
differing rights in the ABL Collateral and the Non-ABL Collateral, the
Revolving Credit Obligations and the Senior Notes Obligations are fundamentally
different from one another and must be separately classified in any plan of
reorganization proposed or adopted in an Insolvency or Liquidation Proceeding
(other than any such plan of reorganization that provides for the payment in
full and in cash of the aggregate principal amount of (and accrued interest,
fees, premiums and expenses under) the Revolving Credit Obligations and Senior Notes
Obligations). To further effectuate the intent of the parties as provided in
the immediately preceding sentence, if it is held that the claims of the
Revolving Credit Secured Parties and the Senior Notes Secured Parties or any of
them in respect of any ABL Collateral or Non-ABL Collateral constitute
only one secured claim (rather than separate classes of secured claims), then
each of the parties hereto hereby acknowledges and agrees that, subject to
Sections 2.01 and 4.01, all distributions shall be made as if there were
separate classes of secured claims against the Grantors in respect of such
ABL Collateral or Non-ABL Collateral (with the effect being that, to the
extent that the aggregate value of such ABL Collateral or Non-ABL
Collateral is sufficient (for this purpose ignoring all claims held by the
Junior Secured Parties), the Senior Secured Parties shall be entitled to
receive, in addition to amounts otherwise distributed to them in respect of
principal, pre-petition interest and other claims, all amounts owing in respect
of post-petition interest, fees and expenses (including any additional interest
payable pursuant to the applicable Senior Credit Documents arising from or
related to a default) that are disallowed as a claim in any Insolvency or Liquidation
Proceeding before any distribution in respect of ABL Collateral or Non-ABL
Collateral, as the case may be, is made in respect of the claims held by
the Junior Secured Parties, with the Junior Agent, for itself and on behalf of
the Junior Secured Parties, hereby acknowledging and agreeing to turn over to
the Senior Agent, for itself and on behalf of the Senior Secured Parties,
amounts otherwise received or receivable by them to the extent necessary to
effectuate the intent of this sentence (with respect to the payment of
post-petition interest, fees and expenses), even if such turnover has the
effect of reducing the claim or recovery of the Junior Secured Parties).


 


Section 6.08. Voting.
Each of the parties hereto acknowledges and agrees that no Junior Agent or
Junior Secured Party shall be required to vote to approve any plan of
reorganization with respect to any Grantor for any reason or to agree that any
provision of any Junior Credit Document shall survive the effectiveness of any
plan of reorganization with respect to any Grantor in an Insolvency or
Liquidation Proceeding.


 


30

















 


ARTICLE VII


 


Reliance; Waivers; Etc.


 


Section 7.01. Reliance. Other than any reliance on the
terms of this Agreement, the Senior Agent, on behalf of the Senior Secured
Parties, acknowledges that such Senior Secured Parties have, independently and
without reliance on the Junior Agent or any Junior Secured Party, and based on
documents and information deemed by them to be appropriate, made their own
credit analysis and decision to enter into the Senior Credit Documents and be
bound by the terms of this Agreement and agrees, on behalf of the Senior
Secured Parties, that such Senior Secured Parties will continue to make their
own credit decisions in taking or not taking any action under the Senior Credit
Documents or this Agreement. The Junior Agent, on behalf of the Junior Secured
Parties, acknowledges that such Junior Secured Parties have, independently and
without reliance on the Senior Agent or any Senior Secured Party, and based on
documents and information deemed by them to be appropriate, made their own
credit analysis and decision to enter into each of the Junior Credit Documents
and be bound by the terms of this Agreement and agrees, on behalf of the Junior
Secured Parties, that such Junior Secured Parties will continue to make their
own credit decisions in taking or not taking any action under the Junior Credit
Documents or this Agreement.


 


Section 7.02. No Warranties or Liability. The Senior Agent,
on behalf of itself and the Senior Secured Parties, acknowledges and agrees
that the Junior Agent and the Junior Secured Parties have made no express or
implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any of the Junior
Credit Documents, the ownership of any Collateral or the perfection or priority
of any Liens thereon. Except as otherwise provided herein, the Junior Secured
Parties will be entitled to manage and supervise their respective loans and
extensions of credit under the applicable Junior Credit Documents in accordance
with law and as they may otherwise, in their sole discretion, deem
appropriate. The Junior Agent, on behalf of itself and the Junior Secured
Parties, acknowledges and agrees that the Senior Agent and the Senior Secured
Parties have made no express or implied representation or warranty, including
with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the Senior Credit Documents, the ownership of any
Collateral or the perfection or priority of any Liens thereon. Except as
otherwise provided herein, the Senior Secured Parties will be entitled to
manage and supervise their respective loans and extensions of credit under the
Senior Credit Documents in accordance with law and as they may otherwise,
in their sole discretion, deem appropriate. Neither the Junior Agent nor any
Junior Secured Party shall have any duty to the Senior Agent or any Senior
Secured Party, and neither the Senior Agent nor any Senior Secured Party shall
have any duty to the Junior Agent or any Junior Secured Party, to act or
refrain from acting in a manner which allows, or results in, the occurrence or
continuance of an event of default or default under any agreements with
Symmetry or any other Grantor (including any Senior Credit Document or Junior
Credit Documents), regardless of any knowledge thereof which they may have
or be charged with.


 


31

















 


Section 7.03. No Waiver of Lien Priorities. (a) 
  No right of the Senior Agent or any Senior Secured Party to enforce
any provision of this Agreement or any Senior Credit Document shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of
Symmetry or any other Grantor or by any act or failure to act by any Agent or
Secured Party, or by any noncompliance by any Person with the terms, provisions
and covenants of this Agreement, any of the Senior Credit Documents or any of
the Junior Credit Documents, regardless of any knowledge thereof that the
Senior Agent or any Senior Secured Party may have or be otherwise charged
with. No right of the Revolving Credit Agent or any Revolving Credit Secured
Party to enforce any provision of this Agreement or any Revolving Credit
Document shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of Symmetry or any other Grantor or the
Canadian Borrower or any of its Subsidiaries or by any act or failure to act by
any Agent, the Canadian Collateral Agent or Secured Party, or by any
noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any Revolving Credit Document, any Senior Notes Document, any
Canadian Intercompany Note or any of the security documents in connection
therewith, regardless of any knowledge thereof that the Revolving Credit Agent
or any Revolving Credit Secured Party may have or be otherwise charged
with.


 


(b)  Without in any way limiting the generality of paragraph (a) of
this Section (but subject to the rights of Symmetry and the other Grantors
under the Senior Credit Documents and subject to the provisions of Section 5.03(a)),
the Senior Agent or any  Senior Secured
Party may, at any time and from time to time in accordance with the applicable
Senior Credit Documents and applicable law, without the consent of, or notice
to, the Junior Agent or any Junior Secured Party, without incurring any
liabilities or obligations to the Junior Agent or any Junior Secured Party and
without impairing or releasing the Lien priorities and other benefits provided
in this Agreement (even if any right of subrogation or other right or remedy of
the Junior Agent or any Junior Secured Party is affected, impaired or
extinguished thereby) do any one or more of the following:


 


(i) change the manner, place or terms of
payment or change or extend the time of payment of, or Amend the terms of, any
of the Senior Obligations or any Senior Lien on any Collateral or guarantee
thereof or any liability of Symmetry or any other Grantor, or any liability
incurred directly or indirectly in respect thereof (including any increase in
or extension of the Senior Obligations, without any restriction as to the tenor
or terms of any such increase or extension) or otherwise amend, renew,
exchange, extend, modify or supplement in any manner any Senior Liens held by
the Senior Agent or the Senior Secured Parties, the Senior Obligations or any
of the Senior Credit Documents;


 


(ii) sell, exchange, release, surrender,
realize upon, enforce or otherwise deal with in any manner and in any order any
part of the Collateral subject to its Senior Lien or any liability of
Symmetry or any other Grantor to the Senior Agent or the Senior Secured
Parties, or any liability incurred directly or indirectly in respect thereof;


 


32

















 


(iii) settle or compromise any Senior
Obligation or any other liability of Symmetry or any other Grantor or any
security therefor or any liability incurred directly or indirectly in respect
thereof and apply any sums by whomsoever paid and however realized to any
liability (including the Senior Obligations) in any manner or order; and


 


(iv) exercise or delay in or refrain
from exercising any right or remedy against Symmetry, any other Grantor or any
other Person or any Collateral, elect any remedy and otherwise deal freely with
Symmetry, any other Grantor or any Collateral subject to its Senior Lien and any
liability incurred directly or indirectly in respect thereof.


 


(c)  Except as otherwise provided herein, the Junior Agent, on
behalf of itself and the Junior Secured Parties, agrees that the Senior Agent
and the Senior Secured Parties shall have no liability to the Junior Agent or
any Junior Senior Secured Party, and the Junior Agent, on behalf of itself and
the Junior Secured Parties, hereby waives any claim against the Senior Agent or
any Senior Secured Party, arising out of any and all actions which the Senior
Agent or any Senior Secured Party may take or permit or omit to take with
respect to:


 


(i) the Senior Credit Documents (other
than this Agreement);


 


(ii) the collection of the Senior
Obligations (other than in violation of the express provisions of this
Agreement); or


 


(iii) the foreclosure upon, or sale,
liquidation or other disposition of, any Collateral subject to the Senior Agent’s
or Senior Secured Parties’ Senior Liens.


 


The Junior
Agent, on behalf of itself and the Junior Secured Parties, agrees that the
Senior Secured Parties and the Senior Agent have no duty to them in respect of
the maintenance or preservation of any Collateral subject to the Senior Agent’s
or Senior Secured Parties’ Senior Liens, the Senior Obligations or otherwise.


 


33

















 


(d)  Until the Discharge of Senior Obligations has occurred, the
Junior Agent, on behalf of itself and the Junior Secured Parties, agrees not to
assert and hereby waives, to the fullest extent permitted by law, any right to
demand, request, plead or otherwise assert or otherwise claim the benefit of,
any marshalling, appraisal, valuation or other similar right that may otherwise
be available under applicable law with respect to any Common Collateral subject
to any Senior Lien or any other similar rights a junior secured creditor may have
under applicable law.


 


Section 7.04. Obligations Unconditional. All rights,
interests, agreements and obligations of the Senior Agent and the Senior
Secured Parties and the Junior Agent and the Junior Secured Parties hereunder
(and the rights and obligations of the parties hereto set forth in Sections
5.05 and 5.08 with respect to the Canadian ABL Collateral and Canadian Non-ABL
Collateral) shall remain in full force and effect irrespective of:


 


(a)  any lack of validity or enforceability of any Senior Credit
Document or any Junior Credit Document;


 


(b)  except as otherwise expressly set forth in this Agreement,
any change in the time, manner or place of payment of, or in any other terms
of, the Senior Obligations or the Junior Obligations, or any Amendment,
including any increase in the amount thereof, whether by course of conduct or
otherwise, of the terms of any Senior Credit Document or any Junior Credit
Document;


 


(c)  except as otherwise expressly set forth in this Agreement,
any exchange of any security interest in any Collateral or any other
collateral, or any Amendment, whether in writing or by course of conduct or
otherwise, of all or any of the Senior Obligations or Junior Obligations or any
guarantee thereof;


 


(d)  the commencement of any Insolvency or Liquidation Proceeding
in respect of Symmetry or any other Grantor or the Canadian Borrower;


 


(e)  any other circumstances that otherwise might constitute a
defense available to, or a discharge of, Symmetry or any other Grantor in
respect of the Senior Agent, any Senior Obligations, any Senior Secured Party,
the Junior Agent, any Junior Obligations or any Junior Secured Party in respect
of this Agreement; or


 


(f)  any circumstance that might constitute a defense available
to, or a discharge of, Symmetry, any other Grantor or the Canadian Borrower in
respect of the Revolving Credit Agent, the Canadian Revolving Credit
Obligations, any security interest in the Canadian ABL Assets securing the
Canadian Revolving Credit Obligations, any Revolving Credit Secured Party, the
Senior Notes Agent or the Canadian Intercompany Notes.


 


34

















 


ARTICLE VIII


 


Miscellaneous.


 


Section 8.01. Conflicts. In the event of any express
conflict between the provisions of this Agreement and the provisions of the
Senior Credit Documents, the Junior Credit Documents or the Canadian
Intercompany Notes Documents, the provisions of this Agreement shall govern and
control.


 


Section 8.02. Effectiveness; Continuing Nature of this
Agreement; Severability. This Agreement shall become effective when
executed and delivered by the parties hereto. This is a continuing agreement of
lien subordination, and the Senior Secured Parties may continue, at any
time and without notice to the Junior Agent or any Junior Secured Party, to
extend credit and other financial accommodations and lend monies to or for the
benefit of Symmetry or any Grantor constituting Senior Obligations in reliance
hereon. The Junior Agent, on behalf of itself and the Junior Secured Parties,
hereby waives any right it or any of them may have under applicable law to
revoke this Agreement or any of the provisions hereof. The terms of this
Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. All references to Symmetry or any other Grantor shall
include Symmetry or such Grantor as debtor and debtor-in-possession and any
receiver or trustee for Symmetry or any other Grantor (as the case may be)
in any Insolvency or Liquidation Proceeding.


 


Section 8.03. Amendments; Waivers. No Amendment of any of
the provisions of this Agreement shall be effective unless the same shall be in
writing and signed on behalf of each party hereto or its authorized agent and
each waiver, if any, shall be a waiver only with respect to the specific matter
involved and shall in no way impair the rights of the parties making such
waiver or the obligations of the other parties to such party in any other
respect or at any other time. Notwithstanding the foregoing, neither Symmetry
nor any other Grantor shall not have any right to consent to or approve any
Amendment of any provision of this Agreement (and its signature thereto shall
not be required) except to the extent its rights or obligations are affected; provided
that Symmetry shall be provided with written notice of all Amendments of any
provision of this Agreement.


 


Section 8.04. Information Concerning Financial Condition of
Symmetry and Subsidiaries. Each Agent, on behalf of its Related Secured
Parties, acknowledges that none of the Agents or the Secured Parties shall be
responsible for keeping any other Agent or Secured Party informed of (a) the
financial condition of Symmetry and the Subsidiaries or (b) any other
circumstances bearing upon the risk of nonpayment of the Revolving Credit
Obligations or the Senior Notes Obligations. Neither the Senior Agent nor any
Senior Secured Party shall have any duty to advise the Junior Agent or any
Junior Secured Party of information known to it regarding such condition or any
such circumstances or otherwise. In the event the Senior Agent or any Senior
Secured Party, in its sole discretion, undertakes at any time or from time to
time to provide any such information to the Junior Agent or any Junior Secured
Party, it shall be under no obligation:


 


35

















 


(a)  to make, and neither the Senior Agent nor any Senior Lien
Secured Party shall make, any express or implied representation or warranty,
including with respect to the accuracy, completeness, truthfulness or validity
of any such information so provided;


 


(b)  to provide any additional information or to provide any such
information on any subsequent occasion;


 


(c)  to undertake any investigation; or


 


(d)  to disclose any information which such party wishes to
maintain confidential or is otherwise required to maintain confidential.


 


Section 8.05. Subrogation. With respect to the value of any
payments or distributions in cash, property or other assets (a) that the
Junior Agent or any Junior Secured Party pays over to the Senior Agent or any
Senior Secured Party under the terms of this Agreement, the Junior Agent or such
Junior Secured Party shall be subrogated to the rights of the Senior Agent or
such Senior Secured Party or (b) that the Senior Notes Agent or any Senior
Notes Secured Party pays over to the Revolving Credit Agent pursuant to Section 5.08,
the Senior Notes Agent or such Senior Notes Secured Party shall be subrogated
to the rights of the Revolving Credit Agent and the Revolving Credit Secured
Parties; provided that (i) the Junior Agent, on behalf of itself
and the Junior Secured Parties, hereby agrees not to assert or enforce all such
rights of subrogation it may acquire as a result of any payment hereunder
until the Discharge of Senior Obligations has occurred and (ii) the Senior
Notes Agent, on behalf of itself and the Senior Notes Secured Parties, hereby agrees
not to assert or enforce all such rights of subrogation it may acquire as
a result of any payment hereunder until the Discharge of Canadian Revolving
Credit Obligations has occurred. Symmetry and the other Grantors acknowledge
and agree that (A) the value of any payments or distributions in cash,
property or other assets received by the Junior Agent or any Junior Secured
Party that are paid over to the Senior Agent or any Senior Secured Party
pursuant to this Agreement shall not reduce any of the applicable Junior
Obligations and (B) the value of any payments or distributions in cash,
property or other assets received by the Senior Notes Agent or any Senior Notes
Secured Party that are paid over to the Revolving Credit Agent pursuant to Section 5.08
shall not reduce any of the applicable Senior Notes Obligations.


 


Section 8.06. Application of Payments. (a)  All
payments received by the Senior Agent or any Senior Secured Parties may be
applied, reversed and reapplied, in whole or in part, to such part of the
Senior Obligations as shall be provided in the applicable Senior Credit
Documents. The Junior Agent, on behalf of itself and the Junior Secured
Parties, assents to any extension or postponement of the time of payment of the
Senior Obligations or any part thereof and to any other indulgence with
respect thereto, to any substitution, exchange or release of any security which
may at any time secure any part of the Senior Obligations and to the
addition or release of any other Person primarily or secondarily liable
therefor.


 


36

















 


(b)  All payments received by the Revolving Credit Agent or any
Revolving Credit Secured Parties may be applied, reversed and reapplied,
in whole or in part, to such part of the Canadian Revolving Credit
Obligations as shall be provided in the applicable Revolving Credit Documents. The
Senior Notes Agent, on behalf of itself and the Senior Notes Secured Parties,
assents to any extension or postponement of the time of payment of the Canadian
Revolving Credit Obligations or any part thereof and to any other
indulgence with respect thereto, to any substitution, exchange or release of
any security which may at any time secure any part of the Canadian
Revolving Credit Obligations and to the addition or release of any other Person
primarily or secondarily liable therefor.


 


Section 8.07. Governing Law; Jurisdiction; Consent to Service
of Process. (a)  This Agreement shall be construed in accordance with
and governed by the laws of the State of New York.


 


(b)  Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise
have to bring any action or proceeding relating to this Agreement in the courts
of any other jurisdiction.


 


(c)  Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement in any
court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(d)  Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 8.09. Nothing in
this Agreement or any other Loan Document will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.


 


Section 8.08. 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY


 


37

















 


(WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). 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 AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 8.09. Notices. All notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
facsimile, addressed to the recipients at their addresses set forth in Schedule I
hereto, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties. All notices and
other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
receipt.


 


Section 8.10. Further Assurances. The Senior Agent, on
behalf of itself and the Senior Secured Parties, and the Junior Agent, on
behalf of itself and the Junior Secured Parties, and the other parties hereto
agree that each of them shall take such further actions and shall execute and
deliver such additional documents and instruments (in recordable form, if
requested) as the Senior Agent or the Junior Agent may reasonably request
to effectuate the terms of and the Lien priorities contemplated by this
Agreement.


 


Section 8.11. Successors and Assigns. This Agreement shall
be binding upon the Revolving Credit Agent, the Revolving Credit Secured
Parties, the Senior Notes Agent, the Senior Notes Secured Parties, Symmetry,
the US Borrower and the other Subsidiaries party hereto and their respective
successors and assigns.


 


Section 8.12. Specific Performance. Each of the Revolving
Credit Agent and the Senior Notes Agent may demand specific performance of
this Agreement. Each of the Revolving Credit Agent, on behalf of itself and the
Revolving Credit Secured Parties, and the Senior Notes Agent, on behalf of
itself and the Senior Notes Secured Parties, hereby irrevocably waives any
defense based on the adequacy of a remedy at law and any other defense which
might be asserted to bar the remedy of specific performance in any action
brought by the Revolving Credit Agent, the Revolving Credit Secured Parties,
the Senior Notes Agent or the Senior Notes Secured Parties, as the case may be.


 


Section 8.13. Headings. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.


 


Section 8.14. Counterparts. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement or any document or
instrument delivered in connection herewith by facsimile or electronic


 


38

















 


imaging means
shall be effective as delivery of a manually executed counterpart of this
Agreement or such other document or instrument, as applicable.


 


Section 8.15. Authorization. By its signature, each Person
executing this Agreement on behalf of a party hereto represents and warrants to
the other parties hereto that it is duly authorized to execute this Agreement.


 


Section 8.16. No Third Party Beneficiaries. This Agreement
and the rights and benefits hereof shall inure to the benefit of each of the
parties hereto and its respective successors and assigns, including each of the
Revolving Credit Secured Parties and the Senior Notes Secured Parties. Nothing
in this Agreement shall impair, as between Symmetry, the other Grantors and the
Canadian Borrower, on the one hand, and the Revolving Credit Agent, the
Revolving Credit Secured Parties, the Senior Notes Agent or the Senior Notes
Secured Parties, on the other hand, the obligations of Symmetry, the other
Grantors and the Canadian Borrower to pay principal, interest, fees and other
amounts as provided in the Revolving Credit Documents or the Senior Notes
Documents, respectively.


 


Section 8.17. Provisions Solely To Define Relative Rights. The
intercreditor provisions of this Agreement are and are intended solely for the
purpose of defining the relative rights of (a) the Revolving Credit Agent
and the Revolving Credit Secured Parties and (b) the Senior Notes Agent
and the Senior Notes Secured Parties. Nothing in this Agreement is intended to
or shall impair the obligations of Symmetry, 
any other Grantor or the Canadian Borrower, which are absolute and
unconditional, to pay the Revolving Credit Obligations or the Senior Notes
Obligations as and when the same shall become due and payable in accordance
with their terms.


 


Section 8.18. Additional Grantors. Pursuant to the
Revolving Credit Documents and the Senior Notes Documents certain Subsidiaries
not party hereto on the date hereof are required to become a party hereto as a “Grantor”.
Upon the execution and delivery by any Subsidiary of an instrument in the form of
Exhibit I hereto, any such Subsidiary shall become a party hereto and a
Grantor hereunder with the same force and effect as if originally named as such
herein. The execution and delivery of any such instrument shall not require the
consent of any other party hereto. The rights and obligations of each party
hereto shall remain in full force and effect notwithstanding the addition of
any new Grantor as a party to this Agreement.


 


[signature page follows]


 


39

















 


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


 


	
   

  	
  SYMMETRY HOLDINGS INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Corrado De Gasperis

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Corrado De Gasperis

  
	
   

  	
   

  	
   

  	
    Title:   Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL FINCO INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Corrado De Gasperis

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Corrado De Gasperis

  
	
   

  	
   

  	
   

  	
    Title:   President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Corrado De Gasperis

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Corrado De Gasperis

  
	
   

  	
   

  	
   

  	
    Title:   President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOVAMERICAN STEEL HOLDINGS INC.,

  
	
   

  	
  INTEGRATED STEEL INDUSTRIES, INC.,

  
	
   

  	
  AMERICAN STEEL AND ALUMINUM CORPORATION,

  
	
   

  	
  NOVA TUBE AND STEEL, INC.,

  
	
   

  	
  NOVAMERICAN TUBE HOLDINGS, INC.,

  
	
   

  	
  NOVA TUBE INDIANA, LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Corrado De Gasperis

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Corrado De Gasperis

  
	
   

  	
   

  	
   

  	
    Title:   President and Treasurer

  



 


SYMMETRY HOLDINGS INC.,
NOVAMERICAN STEEL FINCO INC., 
NOVAMERICAN STEEL INC.


LIEN SUBORDINATION AND
INTERCREDITOR AGREEMENT


 

















 


	
   

  	
  632422 N.B. LTD,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Corrado De Gasperis

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Corrado De Gasperis

  
	
   

  	
   

  	
   

  	
    Title:   President

  



 


SYMMETRY HOLDINGS INC.,
NOVAMERICAN STEEL FINCO INC., 
NOVAMERICAN STEEL INC.


LIEN SUBORDINATION AND
INTERCREDITOR AGREEMENT


 


2

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  Revolving Credit Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Neil R. Boylan

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Neil R. Boylan

  
	
   

  	
   

  	
   

  	
    Title: Managing Director

  



 


SYMMETRY HOLDINGS INC.,
NOVAMERICAN STEEL FINCO INC., 
NOVAMERICAN STEEL INC.


LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT


 


3

















 


	
   

  	
  THE BANK OF NEW YORK, as

  Senior Notes Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Remo J. Reale

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Remo J. Reale

  
	
   

  	
   

  	
   

  	
    Title: Vice President

  



 


SYMMETRY HOLDINGS INC.,
NOVAMERICAN STEEL FINCO INC., 
NOVAMERICAN STEEL INC.


LIEN SUBORDINATION AND
INTERCREDITOR AGREEMENT


 


4

















 


SCHEDULE I


 


Notice
Addresses


 

















 


EXHIBIT I to


the Lien Subordination and


Intercreditor Agreement


 


SUPPLEMENT NO.    
dated as of  [                      ],
to the Lien Subordination and Intercreditor Agreement dated as of November 15,
2007 (the “Intercreditor Agreement”), among SYMMETRY HOLDINGS INC. (“Symmetry”),
NOVAMERICAN STEEL FINCO INC. (the “US Borrower”), NOVAMERICAN STEEL INC.,
a Canadian corporation (the “Canadian Borrower”), the other Subsidiaries
of Symmetry identified therein, JPMORGAN CHASE BANK, N.A., as Revolving Credit
Agent, and THE BANK OF NEW YORK, as Senior Notes Agents.


 


Reference is
made to (a) the Credit Agreement dated as of November 15, 2007, among
Symmetry, the US Borrower, the lenders party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, JPMorgan Chase Bank, N.A., Toronto Branch, as
Canadian agent, and CIT Business Credit Canada, Inc., as syndication agent
(as Amended from time to time, the “Revolving Credit Agreement”), and (b) the
Indenture dated as of November 15, 2007, among Symmetry, the US Borrower,
certain other Subsidiaries party thereto and The Bank of New York, as trustee
(as Amended from time to time, the “Senior Notes Indenture”).


 


Section 8.18
of the Intercreditor Agreement provides that additional Subsidiaries may become
party thereto as a “Grantor” thereunder by execution and delivery of an
instrument in the form of this Supplement. Pursuant to the Revolving
Credit Agreement and the Senior Notes Indenture, the undersigned Subsidiary
(the “New Subsidiary”) is required to become a party to the
Intercreditor Agreement as a “Grantor” thereunder.


 


Capitalized
terms used and not otherwise defined herein have the meanings assigned to them
in the Intercreditor Agreement.


 


Accordingly,
the New Subsidiary hereby agrees as follows:


 


SECTION 1.
In accordance with Section 8.18 of the Intercreditor Agreement, the New
Subsidiary by its signature below becomes a party to the Intercreditor
Agreement as a “Grantor” with the same force and effect as if originally named
therein as such, and the New Subsidiary hereby agrees to all the terms and
provisions of the Intercreditor Agreement applicable to it in such capacity
thereunder. Each reference to a “Grantor” in the Intercreditor Agreement shall
be deemed to include the New Subsidiary.


 


SECTION 2.
The New Subsidiary represents and warrants to the Revolving Credit Agent, the
Senior Notes Agent and the Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.


 

















 


SECTION 3.
This Supplement shall become effective when the Revolving Credit Agent and the
Senior Notes Agent shall have received a counterpart (or a copy) of this
Supplement that bears the signature of the New Subsidiary. Delivery of an
executed signature page to this Supplement by facsimile or electronic transmission
shall be as effective as delivery of a manually signed counterpart of this
Supplement.


 


SECTION 4.
Except as expressly supplemented hereby, the Intercreditor Agreement shall
remain in full force and effect.


 


SECTION 5.
This Supplement shall be construed in accordance with and governed by the laws
of the State of New York.


 


IN WITNESS
WHEREOF, the New Subsidiary has duly executed this Supplement as of the day and
year first above written.


 


	
   

  	
  [NAME OF NEW SUBSIDIARY],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  



 


2