THE
TRUSTEE FOR CANCELLATION THE SECURITIES OR PORTIONS THEREOF WHICH HAVE BEEN
PROPERLY TENDERED TO AND ARE TO BE ACCEPTED BY THE COMPANY. THE TRUSTEE SHALL,
ON THE INTERCOMPANY NOTE PURCHASE DATE, MAIL OR DELIVER PAYMENT (OR CAUSE THE
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DELIVERY OF PAYMENT) TO EACH TENDERING HOLDER IN THE AMOUNT OF THE PURCHASE
PRICE. IN THE EVENT THAT THE AGGREGATE PURCHASE PRICE OF THE SECURITIES
DELIVERED BY THE COMPANY TO THE TRUSTEE IS LESS THAN THE INTERCOMPANY NOTE OFFER
AMOUNT APPLICABLE TO THE SECURITIES, THE TRUSTEE SHALL DELIVER THE EXCESS TO THE
COMPANY IMMEDIATELY AFTER THE EXPIRATION OF THE INTERCOMPANY NOTE OFFER PERIOD.
(4)
HOLDERS ELECTING TO HAVE A SECURITY PURCHASED SHALL BE REQUIRED TO
SURRENDER THE SECURITY, WITH AN APPROPRIATE FORM DULY COMPLETED, TO THE COMPANY
AT THE ADDRESS SPECIFIED IN THE NOTICE AT LEAST THREE BUSINESS DAYS PRIOR TO THE
INTERCOMPANY NOTE PURCHASE DATE. HOLDERS SHALL BE ENTITLED TO WITHDRAW THEIR
ELECTION IF THE TRUSTEE OR THE COMPANY RECEIVES NOT LATER THAN ONE BUSINESS DAY
PRIOR TO THE INTERCOMPANY NOTE PURCHASE DATE, A TELEX, FACSIMILE TRANSMISSION OR
LETTER SETTING FORTH THE NAME OF THE HOLDER, THE PRINCIPAL AMOUNT OF THE
SECURITY WHICH WAS DELIVERED FOR PURCHASE BY THE HOLDER AND A STATEMENT THAT
SUCH HOLDER IS WITHDRAWING ITS ELECTION TO HAVE SUCH SECURITY PURCHASED. HOLDERS
WHOSE SECURITIES ARE PURCHASED ONLY IN PART SHALL BE ISSUED NEW SECURITIES EQUAL
IN PRINCIPAL AMOUNT TO THE UNPURCHASED PORTION OF THE SECURITIES SURRENDERED.
(5)
AT THE TIME THE COMPANY DELIVERS SECURITIES TO THE TRUSTEE WHICH
ARE TO BE ACCEPTED FOR PURCHASE, THE COMPANY SHALL ALSO DELIVER AN OFFICERS'
CERTIFICATE STATING THAT SUCH SECURITIES ARE TO BE ACCEPTED BY THE COMPANY
PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS SECTION. A SECURITY SHALL
BE DEEMED TO HAVE BEEN ACCEPTED FOR PURCHASE AT THE TIME THE TRUSTEE, DIRECTLY
OR THROUGH AN AGENT, MAILS OR DELIVERS PAYMENT THEREFOR TO THE SURRENDERING
HOLDER.
(6)
THE COMPANY WILL COMPLY, TO THE EXTENT APPLICABLE, WITH THE
REQUIREMENTS OF SECTION 14(E) OF THE EXCHANGE ACT AND ANY OTHER SECURITIES LAWS
OR REGULATIONS IN CONNECTION WITH THE REPURCHASE OF SECURITIES PURSUANT TO THIS
SECTION 4.15. TO THE EXTENT THAT THE PROVISIONS OF ANY SECURITIES LAWS OR
REGULATIONS CONFLICT WITH THE PROVISIONS OF THIS SECTION 4.15, THE COMPANY WILL
COMPLY WITH THE APPLICABLE SECURITIES LAWS AND REGULATIONS AND WILL NOT BE
DEEMED TO HAVE BREACHED ITS OBLIGATIONS UNDER THIS SECTION 4.15 BY VIRTUE OF ITS
COMPLIANCE WITH SUCH SECURITIES LAWS OR REGULATIONS.
(F)
IF ANY ASSETS CONSTITUTING INTERCOMPANY NOTE ASSETS ARE ACQUIRED
UNDER SECTION 4.06 OR ANY OTHER MATERIAL ASSETS CONSTITUTING INTERCOMPANY NOTE
ASSETS ARE ACQUIRED BY NOVAMERICAN STEEL AFTER THE ISSUE DATE (OTHER THAN ASSETS
CONSTITUTING INTERCOMPANY NOTE COLLATERAL UNDER THE INTERCOMPANY NOTE SECURITY
DOCUMENTS THAT BECOME SUBJECT TO THE LIEN OF THE INTERCOMPANY NOTE SECURITY
DOCUMENTS UPON THE ACQUISITION THEREOF), NOVAMERICAN STEEL SHALL EXECUTE AND
DELIVER SUCH MORTGAGES, DEEDS OF TRUST, SECURITY INSTRUMENTS AND FINANCING
STATEMENTS AS SHALL BE REASONABLY NECESSARY OR REQUESTED BY THE CANADIAN