EXHIBIT 99.5
FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture, dated as of December 31,
2005 (this "Supplemental Indenture"), among Ispat Inland ULC, a Nova Scotia
unlimited liability company (the "Issuer"), the Guarantors, Mittal Steel USA ISG
Inc. ("ISG") and LaSalle Bank National Association, as Trustee under the
Indenture referred to below.
WITNESSETH:
WHEREAS, the Issuer, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of March 25, 2004 (as
heretofore amended, supplemented, waived or otherwise modified, the
"Indenture"), providing for the issuance of Senior Secured Floating Rate Notes
due 2010 and 9 3/4% Senior Secured Notes due 2014 of the Issuer (together, the
"Notes");
WHEREAS, Ispat Inland Inc. ("Inland"), a Guarantor under the
Indenture, will be merging with and into ISG, with ISG as the Successor Company;
WHEREAS, Section 10.04 of the Indenture provides that (i) if
Inland forms or acquires a domestic Restricted Subsidiary which, or (ii) if any
domestic Restricted Subsidiary of Inland on the Issue Date at any time following
the Issue Date, in each case, (x) incurs Indebtedness other than Indebtedness
owed to or a Guarantee in favor of Inland or a Guarantor or (y) owns net assets
(other than intercompany receivables owing from Inland to a Restricted
Subsidiary) with a fair market value in excess of $5.0 million (as determined by
the Board of Directors of Inland) (in each case, other than a Securitization
Subsidiary), Inland will cause such Restricted Subsidiary to execute a
supplemental indenture pursuant to which such Subsidiary shall issue a Note
Guarantee;
WHEREAS, pursuant to Section 10.04 of the Indenture, ISG
Cleveland Inc., a Delaware corporation, ISG Weirton Inc., a Delaware
corporation, ISG Hennepin Inc., a Delaware corporation, ISG Indiana Harbor Inc.,
a Delaware corporation, ISG Xxxxxx Inc., a Delaware corporation, ISG Riverdale
Inc., a Delaware corporation, ISG Venture Inc., a Delaware corporation, ISG
Plate LLC, a Delaware limited liability company, ISG Sparrows Point LLC, a
Delaware limited liability company, ISG Steelton LLC, a Delaware limited
liability company, ISG Lackawanna LLC, a Delaware limited liability company, ISG
Xxxxx Harbor LLC, a Delaware limited liability company, ISG Columbus Coatings
LLC, a Delaware limited liability company, ISG Georgetown Inc., a Delaware
corporation, ISG Railways Inc., a Delaware corporation, ISG Hibbing Inc., a
Delaware corporation, Hibbing Taconite Holding Inc., a Minnesota corporation,
ISG Acquisition Inc., a Delaware corporation, ISG Real Estate Inc., a Delaware
corporation and Tow Path Valley Business Park Development Company, a Delaware
corporation, (together, the "Additional Guarantors") are required to execute a
supplemental indenture pursuant to which such Additional Guarantors shall issue
a Note Guarantee;
WHEREAS, pursuant to Section 8.01 of the Indenture, the
Issuer, the Guarantors and the Trustee are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture, without the
consent of any Holder;
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WHEREAS, this Supplemental Indenture has been duly authorized
by all necessary corporate action on the part of each of the Issuer, the
Guarantors and the Trustee;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined. The words "herein," "hereof" and hereby" and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
NOTE GUARANTEE
SECTION 2.1 Agreement to be Bound as Guarantor. Each
Additional Guarantor hereby becomes a party to the Indenture, as Guarantor of
the Notes, and as such may exercise every right and power of, a Guarantor under
the Indenture and shall be subject to all of the obligations and agreements of a
Guarantor under the Indenture. Each Additional Guarantor shall issue a Note
Guarantee substantially in the form provided in Exhibit F to the Indenture.
SECTION 2.2 Trustee's Acceptance. The Trustee hereby agrees to
accept this Supplemental Indenture and agrees, from and after the effective time
of this Supplemental Indenture, to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices and other communications to
the Issuer or any Guarantor shall be given in the manner provided in the
Indenture to the Issuer or such Guarantor at the address set forth below:
Mittal Steel USA Inc.
0000 Xxx Xxxx Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
With copies to:
0
Xxxxxxxx & Xxxxxxxx XXX
Xxxxxxxxx Xxxx
0 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
Attention: Xxxxxxx X.X. Xxxxx
Fax: x00 00 0000 0000
and to:
Xxxxx Xxxxx Xxxx & Maw LLP
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: J. Xxxxx Xxxxxxxx
Fax: (000) 000-0000
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SECTION 3.2 Benefits of Supplemental Indenture. Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the parties hereto and their successors
hereunder and the Holders, any legal or equitable right, remedy or claim under
or in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.
SECTION 3.3 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.
SECTION 3.4 Ratification of Indenture; Supplemental Indenture
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
SECTION 3.5 Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.
SECTION 3.6 Headings. The headings of the Articles and the
Sections in this Supplemental Indenture are for convenience of reference only
and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.
SECTION 3.7 Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Supplemental Indenture by the
TIA, the provision required by the TIA shall control.
SECTION 3.8 Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 3.9 Successors. All agreements of ISG in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
[Page Intentionally Left Blank; Signatures Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
ISPAT INLAND U.L.C.,
as Issuer
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Secretary
MITTAL STEEL USA ISG INC.,
as Successor Company
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: General Counsel and
Secretary
MITTAL STEEL COMPANY N.V.,
as Guarantor
By: /s/ X.X. Xxxxxxxx
-------------------------------
Name: X.X. Xxxxxxxx
Title: Company Secretary
ISPAT INLAND INC.,
as Guarantor
By: /s/ X.X. XxXxx
-------------------------------
Name: X.X. XxXxx
Title: Treasurer
XXXXXXX TRUCKING COMPANY, INC.,
as Guarantor
By: /s/ X.X. XxXxx
-------------------------------
Name: X.X. XxXxx
Title: Vice President and
Assistant Treasurer
INCOAL COMPANY,
as Guarantor
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Secretary
ISPAT INLAND MINING COMPANY,
as Guarantor
By: /s/ X.X. XxXxx
-------------------------------
Name: X.X. XxXxx
Title: Treasurer
ISPAT INLAND SERVICE CORP.,
as Guarantor
By: /s/ X.X. XxXxx
-------------------------------
Name: X.X. XxXxx
Title: Treasurer
ISPAT INLAND, L.P.,
as Guarantor
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Director
3019693 NOVA SCOTIA U.L.C.,
as Guarantor
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Secretary
ISPAT INLAND FINANCE, LLC,
as Guarantor
By: /s/ X.X. XxXxx
-------------------------------
Name: X.X. XxXxx
Title: Manager
ISG CLEVELAND INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG WEIRTON INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG HENNEPIN INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG INDIANA HARBOR INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG XXXXXX INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG RIVERDALE INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG VENTURE INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG PLATE LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG SPARROWS POINT LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG STEELTON LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG LACKAWANNA LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG XXXXX HARBOR LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG COLUMBUS COATINGS LLC,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG GEORGETOWN INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG RAILWAYS INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG HIBBING INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
HIBBING TACONITE HOLDING INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG ACQUISITION INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
ISG REAL ESTATE INC.,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
TOW PATH VALLEY BUSINESS PARK
DEVELOPMENT COMPANY,
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Secretary
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
