RATING AGENCIES FOR RATING THE SECURITIES; (VII) THE FEES AND EXPENSES OF THE
TRUSTEE AND ANY PAYING AGENT (INCLUDING RELATED FEES AND EXPENSES OF ANY COUNSEL
TO SUCH PARTIES); (VIII) ALL EXPENSES AND APPLICATION FEES INCURRED IN
CONNECTION WITH THE APPLICATION FOR THE INCLUSION OF THE SECURITIES ON THE
PORTAL MARKET AND THE APPROVAL OF THE SECURITIES FOR BOOK-ENTRY TRANSFER BY DTC;
(IX) ALL EXPENSES INCURRED BY THE ISSUER IN CONNECTION WITH ANY "ROAD SHOW"
PRESENTATION TO POTENTIAL INVESTORS; AND (X) THE COSTS OF CREATING AND
PERFECTING THE SECURITY INTERESTS AS CONTEMPLATED BY THE SECURITY AGREEMENTS
(INCLUDING THE RELATED REASONABLE COSTS OF COUNSEL FOR THE INITIAL PURCHASERS IN
CONNECTION THEREWITH) AND THE FEES AND EXPENSES OF THE COLLATERAL AGENTS
(INCLUDING THE REASONABLE FEES AND EXPENSES OF THEIR PROFESSIONAL ADVISORS). IT
IS UNDERSTOOD, HOWEVER, THAT EXCEPT AS PROVIDED IN THIS SECTION, SECTION 7 AND
SECTION 9, THE INITIAL PURCHASERS WILL PAY ALL OF THEIR COSTS AND
35
EXPENSES, INCLUDING THE FEES AND EXPENSES OF THEIR COUNSEL AND ANY ADVERTISING
EXPENSES CONNECTED WITH ANY OFFERS THEY MAY MAKE.
(B)
IF (I) THIS AGREEMENT IS TERMINATED PURSUANT
TO SECTION 8, (II) THE ISSUER FOR ANY REASON FAILS (OTHER THAN BY REASON OF A
BREACH OF THIS AGREEMENT BY THE INITIAL PURCHASERS) TO TENDER THE SECURITIES FOR
DELIVERY TO THE INITIAL PURCHASERS OR (III) THE INITIAL PURCHASERS DECLINE TO
PURCHASE THE SECURITIES FOR ANY REASON PERMITTED UNDER THIS AGREEMENT, THE
ISSUER AND EACH OF THE GUARANTORS JOINTLY AND SEVERALLY AGREE TO REIMBURSE THE
INITIAL PURCHASERS FOR ALL OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING THE FEES
AND EXPENSES OF THEIR COUNSEL) REASONABLY INCURRED BY THE INITIAL PURCHASERS IN
CONNECTION WITH THIS AGREEMENT AND THE OFFERING CONTEMPLATED HEREBY.
11.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON (A) THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ANY CONTROLLING PERSONS REFERRED TO
HEREIN AND (B)(I) THE AFFILIATES, OFFICERS AND DIRECTORS OF EACH INITIAL
PURCHASER AND (II) THE OFFICERS AND DIRECTORS OF THE ISSUER AND EACH OF THE
GUARANTORS, IN THE CASE OF CLAUSES (B)(I) AND (B)(II) ABOVE, REFERRED TO IN
SECTION 7 HEREOF. NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO
GIVE ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN. NO PURCHASER OF
SECURITIES FROM ANY INITIAL PURCHASER SHALL BE DEEMED TO BE A SUCCESSOR MERELY
BY REASON OF SUCH PURCHASE.
12.
SURVIVAL. THE RESPECTIVE INDEMNITIES, RIGHTS
OF CONTRIBUTION, REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ISSUER,
NOVAMERICAN STEEL AND EACH OF THE GUARANTORS AND THE INITIAL PURCHASERS
CONTAINED IN THIS AGREEMENT OR MADE BY OR ON BEHALF OF THE ISSUER, NOVAMERICAN
STEEL, THE GUARANTORS OR THE INITIAL PURCHASERS PURSUANT TO THIS AGREEMENT OR
ANY CERTIFICATE DELIVERED PURSUANT HERETO SHALL SURVIVE THE DELIVERY OF AND
PAYMENT FOR THE SECURITIES AND SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS
OF ANY TERMINATION OF THIS AGREEMENT OR ANY INVESTIGATION MADE BY OR