in the
Indenture, without the consent of any Holder, the Company, the Guarantors and
the Trustee shall be entitled to amend the Indenture, the Securities, the
Security Documents and the Intercreditor Agreement:
I.
TO CURE ANY AMBIGUITY, OMISSION, DEFECT OR INCONSISTENCY;
II.
TO COMPLY WITH ARTICLE 5 OF THE INDENTURE;
III.
TO PROVIDE FOR UNCERTIFICATED SECURITIES IN ADDITION TO OR IN
PLACE OF CERTIFICATED SECURITIES; PROVIDED, HOWEVER, THAT THE UNCERTIFICATED
SECURITIES ARE ISSUED IN REGISTERED FORM FOR PURPOSES OF SECTION 163(F) OF THE
CODE OR IN A MANNER SUCH THAT THE UNCERTIFICATED SECURITIES ARE DESCRIBED IN
SECTION 163(F)(2)(B) OF THE CODE;
IV.
TO ADD GUARANTEES WITH RESPECT TO THE SECURITIES, INCLUDING ANY
SUBSIDIARY GUARANTIES;
V.
TO ADD TO THE COVENANTS OF SYMMETRY OR ANY RESTRICTED SUBSIDIARY
FOR THE BENEFIT OF THE HOLDERS OR TO SURRENDER ANY RIGHT OR POWER HEREIN
CONFERRED UPON THE SYMMETRY, THE COMPANY, ANY SUBSIDIARY GUARANTOR OR
NOVAMERICAN STEEL;
VI.
TO COMPLY WITH ANY REQUIREMENTS OF THE SEC IN CONNECTION WITH
QUALIFYING, OR MAINTAINING THE QUALIFICATION OF, THE INDENTURE UNDER THE TIA;
VII.
TO MAKE ANY CHANGE THAT DOES NOT ADVERSELY AFFECT THE RIGHTS OF
ANY HOLDER;
VIII.
TO CONFORM THE TEXT OF THE INDENTURE, THE SECURITIES, ANY NOTES
GUARANTEE, ANY SECURITY DOCUMENT OR THE INTERCREDITOR AGREEMENT TO ANY PROVISION
IN THE "DESCRIPTION OF THE NOTES" SECTION IN THE OFFERING MEMORANDUM TO THE
EXTENT THAT SUCH PROVISION IN THE "DESCRIPTION OF THE NOTES" SECTION IN THE
OFFERING MEMORANDUM WAS INTENDED TO BE A VERBATIM RECITATION OF A PROVISION OF
THE INDENTURE, THE SECURITIES, ANY NOTES GUARANTEE, ANY SECURITY DOCUMENT OR THE
INTERCREDITOR AGREEMENT;
IX.
TO MAKE ANY AMENDMENT TO THE PROVISIONS OF THE INDENTURE RELATING
TO THE TRANSFER AND LEGENDING OF SECURITIES; PROVIDED, HOWEVER, THAT
(A) COMPLIANCE WITH THE INDENTURE AS SO AMENDED WOULD NOT RESULT IN SECURITIES
BEING TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR ANY OTHER APPLICABLE
SECURITIES LAW AND (B) SUCH AMENDMENT DOES NOT MATERIALLY AND ADVERSELY AFFECT
THE RIGHTS OF HOLDERS TO TRANSFER SECURITIES;
X.
IF NECESSARY IN CONNECTION WITH ANY ADDITION OR RELEASE OF
COLLATERAL PERMITTED UNDER THE TERMS OF THE INDENTURE, THE INTERCREDITOR
AGREEMENT AND THE SECURITY DOCUMENTS;
5
XI.
IF RULE 3-16 OF REGULATION S-X UNDER THE SECURITIES ACT IS
AMENDED, MODIFIED OR INTERPRETED BY THE SEC TO REQUIRE (OR IS REPLACED WITH
ANOTHER RULE OR REGULATION OR ANY OTHER LAW, RULE OR REGULATION IS ADOPTED,
WHICH WOULD REQUIRE) THE FILING WITH THE SEC OF SEPARATE FINANCIAL STATEMENTS OF
ANY SUBSIDIARY OF SYMMETRY DUE TO THE FACT THAT SUCH SUBSIDIARY'S CAPITAL STOCK
OR OTHER SECURITIES SECURE THE SECURITIES, TO ALLOW THE RELEASE OF THE LIEN OF
THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES ON THE SHARES OF
SUCH CAPITAL STOCK OR SUCH SECURITIES (BUT ONLY TO THE EXTENT NECESSARY SO AS
NOT TO BE SUBJECT TO SUCH FILING OR REQUIREMENT);
XII.
TO ADD INTERCOMPANY NOTES; OR
XIII.
IN THE CASE OF THE INTERCREDITOR AGREEMENT, IN ORDER TO SUBJECT
THE SECURITY INTERESTS IN THE COLLATERAL IN