Novamerican Steel Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

This REGISTRATION RIGHTS AGREEMENT dated November 15, 2007 (this “Agreement”) is entered into by and among Novamerican Steel Finco Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”) and CIBC World Markets Corp. (collectively, the “Initial Purchasers”).

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LETTER AGREEMENT
Letter Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom CIBC World Markets is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company's common stock, par value $0. 001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.

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SYMMETRY HOLDINGS INC. (a Delaware corporation) [__________] Units UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
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WARRANT AGREEMENT
Warrant Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

WARRANT AGREEMENT, dated as of March 5, 2007 (this “Agreement”), between SYMMETRY HOLDINGS INC., a Delaware corporation, with offices at c/o 432 Scarborough Road, Briarcliff Manor, NY 10510 (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

INVESTMENT MANAGEMENT TRUST AGREEMENT, dated as of March 5, 2007, between SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

REGISTRATION RIGHTS AGREEMENT dated as of March 5, 2007, among SYMMETRY HOLDINGS INC., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page or pages hereto (collectively, the “Investors”).

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Contract
Stock Escrow Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

STOCK ESCROW AGREEMENT dated as of March 12, 2007 among Symmetry Holdings Inc., a Delaware corporation (the “Company”), Corrado De Gasperis, Gilbert E. Playford, Playford SPAC Portfolio Ltd., Domenico Lepore, Scott C. Mason, M. Ridgway Barker, Robert W. Ramage, Jr. and Donald C. Bailey (collectively, the “Existing Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).

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SYMMETRY HOLDINGS INC. (a Delaware corporation) 18,750,000 Units UNDERWRITING AGREEMENT
Underwriting Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
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LETTER AGREEMENT
Letter Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom CIBC World Markets is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company's common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.

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LOCK-UP AGREEMENT
Lock-Up Agreement • September 17th, 2007 • Symmetry Holdings Inc • Non-operating establishments

This Agreement sets out the terms and conditions of the several agreements of each Shareholder to (i) support the Arrangement or any Alternative Transaction, (ii) vote or cause to be voted all of the Shareholder Securities (as defined below) and all Subsequently Acquired Shareholder Securities (as defined below) in favour of the Arrangement Resolution or in support of any Alternative Transaction, and (iii) comply with the restrictions, obligations and covenants of a Shareholder set forth herein. The Shareholders and the Company have also agreed to enter into certain agreements to be dated as of the Effective Time in respect of the Asset Sales and the Sale Leaseback Transaction (as such terms are defined in the Arrangement Agreement).

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 17th, 2007 • Symmetry Holdings Inc • Non-operating establishments

WHEREAS Symmetry, Acquistionco and the Company entered into an arrangement agreement dated the date hereof (the “Arrangement Agreement”) in contemplation of a statutory plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act on the terms and subject to the conditions set out in the Arrangement Agreement;

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EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2008 • Novamerican Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware

EMPLOYMENT AGREEMENT made effective as of the first day of January 2008 between NOVAMERICAN STEEL INC., a Delaware corporation (the “Corporation”), with its principal offices at 28 West 44th Street, 16th Floor, New York, NY 10036 and KAREN NARWOLD (the “Executive”). Each of the Executive and the Corporation are called, individually, a “Party” and, collectively, the “Parties”.

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ARRANGEMENT AGREEMENT SYMMETRY HOLDINGS, INC. - and - 632422 N.B. LTD. - and - NOVAMERICAN STEEL INC.
Arrangement Agreement • July 9th, 2007 • Symmetry Holdings Inc • Non-operating establishments

a corporation existing under the laws of the Province of New Brunswick and a wholly-owned indirect subsidiary of Symmetry,

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UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

Subject to the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of closing (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, up to 1,875,000 units (the “Units” and each, a “Unit”), each Unit consisting of (a) one share of common stock, par value $.0001 per share (the “Shares” and each, a “Share”), and (b) one warrant (the “Warrants” and each, a “Warrant”), each Warrant to purchase one Share at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement

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FORM OF PURCHASE OPTION TO BE ISSUED TO THE STOCKHOLDERS]
Registration Rights Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.

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WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

Subject to the terms and conditions set forth herein, the undersigned limited partnership hereby irrevocably subscribes for and agrees to purchase, simultaneous with and on the date of the first public announcement (the “Closing Date”) of the proposed acquisition (the “Acquisition”) of Novamerican Steel Inc. (“Northern”) pursuant to an Arrangement Agreement between Symmetry Holdings Inc., a Delaware corporation (the “Company”), 633422 N.B. Ltd., a corporation existing under the laws of the Province of New Brunswick and a newly-formed, wholly-owned indirect subsidiary of the Company, and Northern, a corporation incorporated under the laws of Canada, 787,402 warrants (the “Warrants”) to purchase shares of common stock, par value $.0001 per share, of the Company, at an exercise price of $5.50 per share (subject to adjustment), to be issued under either (a) the Warrant Agreement dated as of March 5, 2007 (the “Warrant Agreement”) between the Company and Continental Stock Transfer & Trust C

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FORM OF PURCHASE OPTION TO BE ISSUED TO THE REPRESENTATIVE]
Registration Rights Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY THE COMPANY (AS DEFINED HEREIN) OF ITS INITIAL BUSINESS COMBINATION (AS DEFINED HEREIN) AND (II) [______], 2007.

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FORM OF LETTER AGREEMENT] [LAVECCHIA AND MCDEVITT]
Letter Agreement • October 3rd, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York

Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among Symmetry Holdings Inc., a Delaware corporation (the “Company”), and the Underwriters named in Schedule I thereto (the “Underwriters”), for whom FTN Midwest Securities Corp. is acting as representative (the “Representative”), relating to a proposed firm commitment underwritten initial public offering (the “IPO”) of units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is initially exercisable to purchase one share of Common Stock. Capitalized terms used herein that are not defined herein shall have the meanings set forth on Schedule 1 attached hereto.

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NOVAMERICAN STEEL FINCO INC. Purchase Agreement
Purchase Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

Novamerican Steel Finco Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $315,000,000 principal amount of its 11.5% Senior Secured Notes due 2015 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of November 15, 2007 (the “Indenture”), among the Issuer, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and The Bank of New York, as trustee (in such capacity, the “Trustee”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”).

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Contract
Barzel Industries Inc. • July 20th, 2009 • Steel works, blast furnaces & rolling & finishing mills • New York

AMENDMENT NO. 2 dated as of June 1, 2009 (this “Amendment”), to the Credit Agreement dated as of November 15, 2007, among Barzel Industries Inc. (formerly known as Novamerican Steel Inc. and Symmetry Holdings Inc.), a Delaware corporation (“Parent”), Barzel Finco Inc. (formerly known as Novamerican Steel Finco Inc.), a Delaware corporation (“US Borrower”), Barzel Industries Canada Inc. (formerly known as Novamerican Steel Canada Inc. and Novamerican Steel Inc.), a Canadian corporation (“Canadian Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and CIT Business Credit Canada Inc. and The CIT Group/Business Credit, Inc., as Syndication Agents (the “Credit Agreement”).

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Contract
Stock Escrow Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York

STOCK ESCROW AGREEMENT dated as of [_______], 2007 among Symmetry Holdings Inc., a Delaware corporation (the “Company”), Corrado De Gasperis, Gilbert E. Playford, Playford SPAC Portfolio Ltd., Domenico Lepore, Scott C. Mason, M. Ridgway Barker, Robert W. Ramage, Jr. and Donald C. Bailey (collectively, the “Existing Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a [______], as escrow agent (the “Escrow Agent”).

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CANADIAN GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2007
Canadian Guarantee and Collateral Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • Ontario

Reference is made to the Credit Agreement dated as of November 15, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Symmetry Holdings Inc. (“Symmetry”), Novamerican Steel Finco Inc. (the “US Borrower”), 632421 N.B Ltd. (predecessor to Novamerican Steel Inc., formed by amalgamation effective as of the date hereof, the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Lenders have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned on, among other things, the execution and delivery of this Agreement. The Subsidiary Parties are affiliates of the Canadian Borrower, will derive substantial benefits from the extension of credit to the Canadian Borrower pursuant to the Credit Agreement and are will

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Novamerican Steel Finco Inc. INDENTURE
Novamerican Steel • February 22nd, 2008 • Novamerican Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
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Contract
Services Agreement • February 27th, 2009 • Barzel Industries Inc. • Steel works, blast furnaces & rolling & finishing mills • Delaware
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May 5, 2009 Karen Narwold
Barzel Industries Inc. • May 12th, 2009 • Steel works, blast furnaces & rolling & finishing mills
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LOCK-UP AGREEMENT
Up Agreement • August 10th, 2007 • Symmetry Holdings Inc • Non-operating establishments

This Agreement sets out the terms and conditions of the several agreements of each Shareholder to (i) support the Arrangement or any Alternative Transaction, (ii) vote or cause to be voted all of the Shareholder Securities (as defined below) and all Subsequently Acquired Shareholder Securities (as defined below) in favour of the Arrangement Resolution or in support of any Alternative Transaction, and (iii) comply with the restrictions, obligations and covenants of a Shareholder set forth herein. The Shareholders and the Company have also agreed to enter into certain agreements to be dated as of the Effective Time in respect of the Asset Sales and the Sale Leaseback Transaction (as such terms are defined in the Arrangement Agreement).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 7th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
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GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2007 among SYMMETRY HOLDINGS INC. NOVAMERICAN STEEL FINCO INC. NOVAMERICAN STEEL INC. THE OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A. as...
Guarantee and Collateral Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2007, among SYMMETRY HOLDINGS INC., NOVAMERICAN STEEL FINCO INC., NOVAMERICAN STEEL INC., the other Subsidiaries of SYMMETRY HOLDINGS INC. identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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FIRST AMENDMENT TO DEFERRAL AGREEMENT
Deferral Agreement • July 20th, 2009 • Barzel Industries Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

This FIRST AMENDMENT TO DEFERRAL AGREEMENT (this “Amendment”), dated as of July 17, 2009, is entered into by and among Barzel Finco Inc. (f/k/a Novamerican Steel Finco Inc.) (the “Issuer”), Barzel Industries Inc. (f/k/a Symmetry Holdings Inc.) (the “Parent”; and together with the Issuer and the other subsidiaries of the Parent, the “Company”), JPMorgan Chase Bank, N.A. (“JPM”) and CIBC World Markets Inc. (“CIBC”; and together with JPM, the “Noteholders”) amends certain provisions of that certain Deferral Agreement, dated as of May 14, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Deferral Agreement”), among the Company, JPM and CIBC. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Deferral Agreement.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 7th, 2006 • Symmetry Holdings Inc • Non-operating establishments • New York

Subject to the terms and conditions set forth herein, the undersigned hereby irrevocably subscribes for and agrees to purchase [_____] warrants to purchase shares of common stock, par value $.0001 per share, of Symmetry Holdings Inc., a Delaware corporation (the “Company”), at an exercise price of $_________ per share (subject to adjustment), to be issued under a Warrant Agreement dated as of [____________], 2006 between the Company and [____________] (the “Warrant Agreement”). The undersigned understands and agrees that the purchase price for each warrant is $0.90 and that the aggregate purchase price for all of the warrants is payable in cash on the date hereof. Accordingly, the undersigned tenders herewith a check in the amount of $[_________] payable to the order of Symmetry Holdings Inc., representing the aggregate purchase price for the warrants for which the undersigned hereby subscribes (the “Warrants”).

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AMENDMENT NO. 1 TO PROMISSORY NOTE AND SECURITY AGREEMENT
Promissory Note and Security Agreement • November 30th, 2006 • Symmetry Holdings Inc • Non-operating establishments

Reference is made to the Promissory Note and Security Agreement, dated May 31, 2006 (“Promissory Note”) between SYMMETRY HOLDINGS INC. (the “Maker”) and GILBERT E. PLAYFORD (the “Payee”), which is hereby amended as follows:

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Contract
Second Supplemental Indenture • February 27th, 2009 • Barzel Industries Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

SECOND SUPPLEMENTAL INDENTURE dated as of February 11, 2009 (this “Supplemental Indenture”), among Barzel Industries Inc., a Delaware corporation (the “Additional Subsidiary Guarantor”), a direct wholly-owned subsidiary of Novamerican Steel Inc. f/k/a Symmetry Holdings Inc., a Delaware corporation (“Novamerican”), Novamerican Steel Finco Inc., a Delaware corporation (the “Company”), Novamerican, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon f/k/a The Bank of New York, as Trustee under the Indenture (the “Trustee”).

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INTERCOMPANY NOTE
Intercompany Note • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments

Reference is made to the Indenture dated as of November 15, 2007 (the “Indenture”), among Symmetry Holdings Inc., a Delaware corporation (“Symmetry”), Novamerican Steel Finco Inc., a Delaware corporation (the “Company”), the other subsidiaries of Symmetry identified therein, The Bank of New York, as trustee, and BNY Trust Company of Canada, as Canadian Collateral Agent for the benefit of the Company and its successors and assigns. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture. This Intercompany Note is one of the Intercompany Notes referred to in the Indenture.

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DEFERRAL AGREEMENT
Deferral Agreement • July 20th, 2009 • Barzel Industries Inc. • Steel works, blast furnaces & rolling & finishing mills • New York

This DEFERRAL AGREEMENT (this “Agreement”), dated as of May 14, 2009, is entered into by and among Barzel Finco Inc. (f/k/a Novamerican Steel Finco Inc.) (the “Issuer”), Barzel Industries Inc. (f/k/a Symmetry Holdings Inc.) (the “Parent”; and together with the Issuer and the other subsidiaries of the Parent, the “Company”), JPMorgan Chase Bank, N.A. (“JPM”) and CIBC World Markets Inc. (“CIBC”; and together with JPM, the “Noteholders”).

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Contract
Novamerican Steel Inc. • February 22nd, 2008 • Steel works, blast furnaces & rolling & finishing mills • New York

AMENDMENT NO. 1 dated as of December 14, 2007 (this “Amendment”), to the Credit Agreement dated as of November 15, 2007, among Novamerican Steel Inc. (formerly known as Symmetry Holdings Inc.), a Delaware corporation (“Parent”), Novamerican Steel Finco Inc., Novamerican Steel Canada Inc. (formerly known as Novamerican Steel Inc.), a Canadian corporation (“Canadian Borrower”) the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, and CIT Business Credit Canada Inc. and The CIT Group/Business Credit, Inc., as Syndication Agents (the “Credit Agreement”)

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