ON BEHALF
OF THE ISSUER, NOVAMERICAN STEEL, THE GUARANTORS OR THE INITIAL PURCHASERS.
13.
CERTAIN DEFINED TERMS. FOR PURPOSES OF THIS
AGREEMENT, (A) EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED, THE TERM "AFFILIATE"
HAS THE MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT; (B) THE TERM
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A DAY ON WHICH BANKS ARE PERMITTED OR
REQUIRED TO BE CLOSED IN NEW YORK CITY; (C) THE TERM "EXCHANGE ACT" MEANS THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED; (D) THE TERM "SUBSIDIARY" HAS THE
MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT; AND (E) THE TERM
"WRITTEN COMMUNICATION" HAS THE MEANING SET FORTH IN RULE 405 UNDER THE
SECURITIES ACT.
14.
CONSENT TO JURISDICTION. ANY LEGAL SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (THE "RELATED PROCEEDINGS") MAY BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN THE CITY AND COUNTY OF NEW
YORK OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY AND
COUNTY OF NEW YORK (COLLECTIVELY, THE "SPECIFIED COURTS"), AND EACH PARTY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION (EXCEPT FOR SUITS, ACTIONS, OR
PROCEEDINGS INSTITUTED IN REGARD TO THE ENFORCEMENT OF A JUDGMENT OF ANY
SPECIFIED COURT IN A RELATED PROCEEDING (EACH SUCH JUDGMENT, A "RELATED
JUDGMENT"), AS TO WHICH SUCH JURISDICTION IS NON-EXCLUSIVE) OF THE SPECIFIED
COURTS IN ANY RELATED PROCEEDING. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY MAIL TO SUCH
36
PARTY'S ADDRESS SET FORTH BELOW SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY
RELATED PROCEEDING BROUGHT IN ANY SPECIFIED COURT. THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SPECIFIED
PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND UNCONDITIONALLY WAIVE AND
AGREE NOT TO PLEAD OR CLAIM IN ANY SPECIFIED COURT THAT ANY RELATED PROCEEDING
BROUGHT IN ANY SPECIFIED COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH
PARTY NOT LOCATED IN THE UNITED STATES IRREVOCABLY APPOINTS CT CORPORATION
SYSTEM AS ITS AGENT TO RECEIVE SERVICE OF PROCESS OR OTHER LEGAL SUMMONS FOR
PURPOSES OF ANY RELATED PROCEEDING THAT MAY BE INSTITUTED IN ANY SPECIFIED
COURT.
15.
WAIVER OF IMMUNITY. WITH RESPECT TO ANY
RELATED PROCEEDING, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ALL IMMUNITY (WHETHER ON THE BASIS OF SOVEREIGNTY
OR OTHERWISE) FROM JURISDICTION, SERVICE OF PROCESS, ATTACHMENT (BOTH BEFORE AND
AFTER JUDGMENT) AND EXECUTION TO WHICH IT MIGHT OTHERWISE BE ENTITLED IN THE
SPECIFIED COURTS AND, WITH RESPECT TO ANY RELATED JUDGMENT, EACH PARTY WAIVES
ANY SUCH IMMUNITY IN THE SPECIFIED COURTS OR ANY OTHER COURT OF COMPETENT
JURISDICTION AND WILL NOT RAISE OR CLAIM OR CAUSE TO BE PLEADED ANY SUCH
IMMUNITY AT OR IN RESPECT OF ANY SUCH RELATED PROCEEDING OR RELATED JUDGMENT,
INCLUDING, WITHOUT LIMITATION, ANY IMMUNITY PURSUANT TO THE UNITED STATES
FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976, AS AMENDED.
16.
JUDGMENT CURRENCY. IF FOR THE PURPOSES OF
OBTAINING