SEVENTH SUPPLEMENTAL INDENTURE
EXHIBIT
-4.12
SEVENTH SUPPLEMENTAL INDENTURE dated as of November 13, 2007 (this “Supplemental
Indenture”) among ISPAT INLAND ULC, a Nova Scotia unlimited liability company, as issuer (the
“Issuer”), the Guarantors and LASALLE BANK NATIONAL ASSOCIATION, as Trustee (the
“Trustee”).
RECITALS
WHEREAS, the Issuer, the Guarantors and the Trustee have entered into an Indenture dated as of
March 25, 2004, as supplemented (as so supplemented, the “Indenture”);
WHEREAS, pursuant to Section 8.01 of the Indenture, the Issuer and the Guarantors, when
authorized by a Board Resolution, and the Trustee, when an Officers’ Certificate is provided
stating that such amendment or supplement complies with the provisions of Section 8.01, may amend
or supplement the Indenture without notice to or consent of any Holder to provide for the
assumption by a successor entity of the obligations of Parent under the Indenture;
WHEREAS, ArcelorMittal, a Luxembourg company (and the “Parent” under the Indenture as a result
of a merger occurring on September 3, 2007 with Mittal Steel Company N.V.), merged by absorption
(the “Step 2 Merger”) into Arcelor, a Luxembourg company (the “Successor Parent”),
effective as of November 13, 2007 (the name of such surviving entity having been changed to
“ArcelorMittal”), and as a result of the Step 2 Merger, the Parent has ceased to exist and
has transferred by law all of its assets and liabilities to the Successor Parent;
WHEREAS, Luxembourg, the country under which the Successor Parent is organized, was a member
nation of the European Union on March 25, 2004; and
WHEREAS, the Issuer, the Guarantors and Trustee wish to enter into this Supplemental Indenture
pursuant to Section 4.22(1) of the Indenture in order to reflect the assumption by the Successor
Parent of all the obligations of the Parent under its Note Guarantee and the Indenture.
NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE 1
ASSUMPTION
SECTION 1.1 The Successor Parent hereby expressly assumes all obligations of the Parent under
its Note Guarantee and the Indenture, and the term “Parent,” as used in the Indenture and the
Collateral Documents, shall, from and after the date hereof, mean and refer to the Successor
Parent.
ARTICLE 2
MISCELLANEOUS
SECTION 2.1 This Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture with respect to the Notes and, as provided in the Indenture, this
Supplemental Indenture forms a part thereof with respect to the Notes. Except as herein
modified, the Indenture is in all respects ratified and confirmed with respect to the Notes and all
the terms, provisions and conditions thereof shall be and remain in full force and effect with
respect to the Notes and every Holder of Notes shall be bound hereby. Except as expressly
otherwise defined, the use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Indenture.
SECTION 2.2 If any provision of this Supplemental Indenture limits, qualifies or conflicts
with any other provision hereof or of the Indenture that is required to be included in the
Indenture by any of the provisions of the TIA, such required provision shall control.
SECTION 2.3 Unless otherwise indicated, capitalized terms used herein without definition shall
have the meanings specified therefor in Section 1.01 of the Indenture.
SECTION 2.4 If any provision of 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 2.5 This Supplemental Indenture shall be construed in accordance with, and governed
by, the laws of the State of New York.
SECTION 2.6 This Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original but such counterparts shall together constitute but one and the same
instrument.
SECTION 2.7 This Supplemental Indenture shall become effective as of the date first above
written.
IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be executed
on December ___, 2007, effective as of the date first above written.
| ISPAT INLAND ULC, as Issuer |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | ||||
| ARCELORMITTAL (successor by merger), as a Guarantor and Successor Parent |
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| By: | /s/ E. S. De Vries | |||
| Name: | E. S. De Vries | |||
| Title: | Group Treasurer | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Group General Counsel | |||
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| ARCELORMITTAL USA INC. (formerly, Mittal Steel USA Inc.), as a Guarantor | ||||||
| By: | /s/ Xxxxxx X. XxXxx | |||||
| Name: Xxxxxx X. XxXxx | ||||||
| Title: Treasurer | ||||||
ARCELORMITTAL PARTNERSHIP (formerly, Mittal Steel USA Partnership), as a Guarantor |
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| By: | Mittal Canada Inc., a partner | |||
| By: | /s/ Xxxxxx D’Auteuil | |||
| Name: | Xxxxxx D’Auteuil | |||
| Title: | Treasurer | |||
3019693 NOVA SCOTIA U.L.C. as a Guarantor |
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| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | ||||
ARCELORMITTAL FINANCE LLC (formerly, Mittal Steel USA — Finance LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
XXXXXXX TRUCKING COMPANY, INC., as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL USA INCOAL INC. (formerly, Incoal Company), as a Guarantor | ||||||||
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| By: | /s/ Xxxxxx X. XxXxx | |||||||
| Name: | Xxxxxx X. XxXxx | |||||||
| Title: | Treasurer | |||||||
ARCELORMITTAL MINORCA MINE INC. (formerly, Mittal Steel USA — Minorca Mine Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
ARCELORMITTAL SERVICE INC. (formerly, Mittal Steel USA Service Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
ARCELORMITTAL CLEVELAND INC. (formerly, ISG Cleveland Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL WEIRTON INC. (formerly, ISG Weirton Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL HENNEPIN INC. (formerly, ISG Hennepin Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
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| ARCELORMITTAL INDIANA HARBOR INC. (formerly, ISG Indiana Harbor Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL XXXXXX INC. (formerly ISG Xxxxxx Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL RIVERDALE INC. (formerly, ISG Riverdale Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| MITTAL STEEL USA-VENTURE INC. (formerly, ISG Venture Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL PLATE LLC (formerly ISG Plate LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ISG SPARROWS POINT LLC, as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
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| ARCELORMITTAL STEELTON LLC (formerly ISG Steelton LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL LACKAWANNA LLC (formerly, ISG Lackawanna LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL XXXXX HARBOR LLC (formerly, ISG Xxxxx Harbor LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL COLUMBUS LLC (formerly, ISG Columbus Coatings, LLC), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL GEORGETOWN INC. (formerly, ISG Georgetown Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| MITTAL STEEL USA — RAILWAYS INC. (formerly, ISG Railways Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
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| ARCELORMITTAL HIBBING INC. (formerly
ISG Hibbing Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| HIBBING TACONITE HOLDING INC., as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ISG ACQUISITION INC., as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| ARCELORMITTAL REAL ESTATE INC. (formerly ISG Real Estate Inc.), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | VP, Finance and Chief Accounting Officer | |||
| ARCELORMITTAL TOW PATH VALLEY
BUSINESS PARK DEVELOPMENT COMPANY (formerly, Tow Path Valley Business Park Development Company), as a Guarantor |
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| By: | /s/ Xxxxxx X. XxXxx | |||
| Name: | Xxxxxx X. XxXxx | |||
| Title: | Treasurer | |||
| LASALLE BANK NATIONAL ASSOCIATION, as a Trustee |
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| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
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