REGISTRATION RIGHTS AGREEMENTRegistration 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”).
NOVAMERICAN STEEL FINCO INC. Purchase AgreementPurchase 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”).
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2007Canadian 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
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.
INTERCOMPANY NOTEIntercompany 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.
CANADIAN COLLATERAL AGREEMENT (INTERCOMPANY NOTES) dated as of November 15, 2007Canadian Collateral Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • Ontario
CANADIAN COLLATERAL AGREEMENT dated as of November 15, 2007, (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among, NOVAMERICAN STEEL INC. a Canadian corporation (together with its successors and permitted assignees, the “Grantor”), and BNY TRUST COMPANY OF CANADA, as collateral agent for the Secured Parties (in such capacity, the “Canadian Collateral Agent”).
ContractLien Subordination and Intercreditor Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of November 15, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SYMMETRY HOLDINGS INC., a Delaware corporation (“Symmetry”); NOVAMERICAN STEEL FINCO INC., a Delaware Corporation (the “US Borrower”); NOVAMERICAN STEEL INC., a Canadian corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”); the other SUBSIDIARIES of SYMMETRY whose signatures appear below or who in the future become parties hereto as provided in Section 8.18; JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent for, and acting on behalf of, the Revolving Credit Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Revolving Credit Agent”); and THE BANK OF NEW YORK, in its capacity as Collateral Agent for, and acting on behalf of, the Senior Notes Secured Parties referred to herein (together with its successors and assigns in
CREDIT AGREEMENT dated as of November 15, 2007 among SYMMETRY HOLDINGS INC. NOVAMERICAN STEEL FINCO INC. 632421 N.B. LTD (to become NOVAMERICAN STEEL INC. on the Effective Date) The Lenders Party Hereto CIT BUSINESS CREDIT CANADA INC., and THE CIT...Credit Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
CREDIT AGREEMENT dated as of November 15, 2007, among SYMMETRY HOLDINGS INC.; NOVAMERICAN STEEL FINCO INC.; 632421 N.B. LTD (to become NOVAMERICAN STEEL INC. on the Effective Date); the LENDERS party hereto; CIT BUSINESS CREDIT CANADA INC. and THE CIT GROUP/BUSINESS CREDIT, INC., as Syndication Agents; JPMORGAN CHASE BANK, N.A., as Administrative Agent; and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent.
COLLATERAL AGREEMENT dated as of November 15, 2007 among SYMMETRY HOLDINGS INC. NOVAMERICAN STEEL FINCO INC. THE OTHER SUBSIDIARIES OF SYMMETRY HOLDINGS INC. IDENTIFIED HEREIN and THE BANK OF NEW YORK, as Collateral Agent THIS COLLATERAL AGREEMENT IS...Collateral Agreement • November 20th, 2007 • Symmetry Holdings Inc • Non-operating establishments • New York
COLLATERAL AGREEMENT dated as of November 15, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SYMMETRY HOLDINGS INC., a Delaware corporation (“Symmetry”), NOVAMERICAN STEEL FINCO INC., a Delaware corporation (the “Company”), the other Subsidiaries of Symmetry identified herein and THE BANK OF NEW YORK, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
