CONSTRUCTION OF OR IMPROVEMENTS
TO, SUCH ASSETS BY SUCH BORROWER OR SUCH OTHER SUBSIDIARY, PROVIDED THAT THE
AGGREGATE AMOUNT OF ATTRIBUTABLE DEBT IN RESPECT OF ALL SUCH SALE AND LEASEBACK
TRANSACTIONS REFERRED TO IN THIS CLAUSE (B), TOGETHER WITH THE AGGREGATE
PRINCIPAL AMOUNT OF INDEBTEDNESS PERMITTED UNDER CLAUSE (VI) OF
SECTION 6.01(A) SHALL NOT EXCEED US$10,000,000 AT ANY TIME OUTSTANDING.
SECTION 6.07. HEDGING AGREEMENTS. SYMMETRY AND THE BORROWERS WILL NOT, AND WILL
NOT PERMIT ANY OF THE SUBSIDIARIES TO, ENTER INTO ANY HEDGING AGREEMENT, EXCEPT
(A) HEDGING AGREEMENTS ENTERED INTO TO HEDGE OR MITIGATE RISKS TO WHICH EITHER
BORROWER OR ANY OTHER SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER THAN IN RESPECT OF
EQUITY INTERESTS OR INDEBTEDNESS OF SYMMETRY, EITHER BORROWER OR ANY OTHER
SUBSIDIARY) AND (B) HEDGING AGREEMENTS ENTERED INTO IN ORDER TO EFFECTIVELY CAP,
COLLAR OR EXCHANGE INTEREST RATES (FROM FIXED TO FLOATING RATES, FROM ONE
FLOATING RATE TO ANOTHER FLOATING RATE OR OTHERWISE) WITH RESPECT TO ANY
INTEREST-BEARING LIABILITY OR INVESTMENT OF SYMMETRY, EITHER BORROWER OR ANY
OTHER SUBSIDIARY.
SECTION 6.08. RESTRICTED PAYMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS. (A)
SYMMETRY AND THE BORROWERS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO,
DECLARE OR MAKE, OR AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY RESTRICTED
PAYMENT (OTHER THAN THE EFFECTIVE DATE CONVERSION RIGHTS PAYMENT AND THE
EFFECTIVE DATE SPECIAL DIVIDEND), OR INCUR ANY OBLIGATION (CONTINGENT OR
OTHERWISE) TO DO SO, EXCEPT THAT:
(I) SYMMETRY MAY DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS EQUITY INTERESTS
PAYABLE SOLELY IN ADDITIONAL EQUITY INTERESTS PERMITTED TO BE ISSUED HEREUNDER,
(II) ANY SUBSIDIARY MAY DECLARE AND PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH
RESPECT TO ITS CAPITAL STOCK, PARTNERSHIP OR MEMBERSHIP INTERESTS OR OTHER
SIMILAR EQUITY INTERESTS, RATABLY TO THE HOLDERS THEREOF, PROVIDED THAT
DIVIDENDS PAID BY THE US BORROWER TO NOVAMERICAN PARENT, AND BY NOVAMERICAN
PARENT TO SYMMETRY, MAY ONLY BE PAID AT SUCH TIMES AND IN SUCH AMOUNTS AS SHALL
BE NECESSARY TO PERMIT SYMMETRY (A) TO MAKE RESTRICTED PAYMENTS PERMITTED TO BE
MADE BY IT UNDER CLAUSE (III), (IV), (V) OR (VI) BELOW, (B) TO MAKE ANY
INVESTMENT,
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LOAN, ADVANCE OR ACQUISITION PERMITTED TO BE MADE BY IT UNDER SECTION 6.04 AND
(C) TO DISCHARGE ITS OTHER PERMITTED LIABILITIES WHEN AND AS DUE,
(III) SYMMETRY MAY MAKE RESTRICTED PAYMENTS, NOT EXCEEDING US$500,000 DURING ANY
FISCAL YEAR OF SYMMETRY, PURSUANT TO AND IN ACCORDANCE WITH STOCK INCENTIVE
PLANS OR OTHER BENEFIT PLANS FOR MANAGEMENT OR EMPLOYEES OF SYMMETRY, THE
BORROWERS AND THE OTHER SUBSIDIARIES,
(IV) SYMMETRY MAY REDEEM THE EXISTING WARRANTS FROM THE REGISTERED HOLDERS
THEREOF, PROVIDED THAT THE AGGREGATE AMOUNT OF RESTRICTED PAYMENTS MADE BY
SYMMETRY IN CONNECTION THEREWITH SHALL NOT EXCEED US$275,000,
(V) SYMMETRY MAY MAKE ANY DIVIDEND OR DISTRIBUTION TO ALL HOLDERS OF ITS COMMON
STOCK TO REDEEM RIGHTS ISSUED PURSUANT TO ANY STOCKHOLDER RIGHTS PLAN, "POISON
PILL" OR A SIMILAR ARRANGEMENT, PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH
DIVIDENDS AND DISTRIBUTIONS SHALL NOT EXCEED $750,000, AND
(VI) SYMMETRY MAY MAKE OTHER RESTRICTED PAYMENTS SO LONG AS