MISLEADING
OR SO THAT THE OFFERING MEMORANDUM WILL COMPLY WITH LAW; PROVIDED, THAT THE
ISSUER MAY REQUEST A DELAY OF UP TO TWENTY-ONE DAYS IN THE REQUIREMENT TO AMEND
OR SUPPLEMENT THE OFFERING MEMORANDUM IF PROCEEDING WITH THE PROPOSED AMENDMENT
OR SUPPLEMENT WOULD REQUIRE THE DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE ISSUER OR SYMMETRY AND THE DISCLOSURE OF SUCH INFORMATION MIGHT
REASONABLY BE EXPECTED TO ADVERSELY AFFECT A PLANNED TRANSACTION BY THE ISSUER
OR SYMMETRY WHICH IS UNDER ACTIVE CONSIDERATION AND, IN SUCH EVENT, THE INITIAL
PURCHASERS AGREE TO SUSPEND OFFERS AND SALES OF THE SECURITIES UNTIL THE
OFFERING MEMORANDUM IS SO AMENDED OR SUPPLEMENTED BY THE ISSUER.
(G)
BLUE SKY COMPLIANCE. THE ISSUER WILL USE ITS
REASONABLE BEST EFFORTS TO QUALIFY THE SECURITIES FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS AS THE REPRESENTATIVE SHALL
REASONABLY REQUEST AND WILL CONTINUE SUCH QUALIFICATIONS IN EFFECT SO LONG AS
REQUIRED FOR THE OFFERING AND RESALE OF THE SECURITIES; PROVIDED THAT NEITHER
THE ISSUER NOR ANY OF
23
THE GUARANTORS SHALL BE REQUIRED TO (I) QUALIFY AS A FOREIGN CORPORATION OR
OTHER ENTITY OR AS A DEALER IN SECURITIES IN ANY SUCH JURISDICTION WHERE IT
WOULD NOT OTHERWISE BE REQUIRED TO SO QUALIFY, (II) FILE ANY GENERAL CONSENT TO
SERVICE OF PROCESS IN ANY SUCH JURISDICTION OR (III) SUBJECT ITSELF TO TAXATION
IN ANY SUCH JURISDICTION IF IT IS NOT OTHERWISE SO SUBJECT.
(H)
CLEAR MARKET. DURING THE PERIOD FROM THE
DATE HEREOF THROUGH AND INCLUDING THE DATE THAT IS 180 DAYS AFTER THE DATE
HEREOF, EACH OF THE ISSUER, SYMMETRY AND HOLDINGS WILL NOT (AND WILL NOT PERMIT
NOVAMERICAN STEEL OR ANY OTHER GUARANTOR TO), WITHOUT THE PRIOR WRITTEN CONSENT
OF THE REPRESENTATIVE, OFFER, SELL, CONTRACT TO SELL OR OTHERWISE DISPOSE OF ANY
DEBT SECURITIES ISSUED OR GUARANTEED BY THE ISSUER, NOVAMERICAN STEEL OR ANY OF
THE GUARANTORS AND HAVING A TENOR OF MORE THAN ONE YEAR.
(I)
USE OF PROCEEDS. THE ISSUER WILL APPLY
THE NET PROCEEDS FROM THE SALE OF THE SECURITIES AS DESCRIBED IN EACH OF THE
TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM UNDER THE HEADING "USE OF
PROCEEDS".
(J)
SUPPLYING INFORMATION. WHILE THE
SECURITIES REMAIN OUTSTANDING AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144(A)(3) UNDER THE SECURITIES ACT, THE ISSUER AND EACH OF THE
GUARANTORS WILL, DURING ANY PERIOD IN WHICH THE ISSUER IS NOT SUBJECT TO AND IN
COMPLIANCE WITH SECTION 13 OR 15(D) OF THE EXCHANGE ACT, FURNISH TO HOLDERS OF
THE SECURITIES AND PROSPECTIVE PURCHASERS OF THE SECURITIES DESIGNATED BY SUCH
HOLDERS, UPON THE REQUEST OF SUCH HOLDERS OR SUCH PROSPECTIVE PURCHASERS, THE
INFORMATION REQUIRED TO BE DELIVERED PURSUANT TO RULE 144A(D)(4) UNDER THE
SECURITIES ACT.
(K)
PORTAL AND DTC. THE ISSUER WILL ASSIST THE
INITIAL PURCHASERS IN ARRANGING FOR THE SECURITIES TO BE DESIGNATED PRIVATE
OFFERINGS, RESALES AND TRADING THROUGH AUTOMATED LINKAGES ("PORTAL") MARKET
SECURITIES IN ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.