EXHIBIT -4.10
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE dated as
of December 31, 2006 (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 make any change that does not adversely affect the
rights of any holders of the Notes; and
WHEREAS, the Issuer, the Guarantors
and Trustee wish to amend Section 4.02 of the Indenture as set
forth in this Supplemental Indenture in a manner that does not
adversely affect the rights of any holder of the Notes;
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
AMENDMENT
SECTION 1.1 The first paragraph of
Section 4.02 of the Indenture is hereby amended in its
entirety to read as follows:
SECTION
4.02 Reports to Holders .
Notwithstanding
that the Issuer and the Guarantors may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Issuer and the Guarantors will file with the SEC and
provide the Trustee and Holders of Notes with such annual reports
and such information, documents and other reports as are specified
in Sections 13 and 15(d) of the Exchange Act and applicable to
a U.S. corporation subject to such Sections, such information,
documents and other reports to be so filed and provided at the
times specified for the filings of such information, documents and
reports under such Sections; provided , that in lieu of any
annual report and such information, documents and other reports
required of U.S. corporations, Parent may file and provide such
annual report and such information, documents and other reports
required of foreign private issuers subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act and
provided further that Parent continues to file on Form 6-K
quarterly reports containing information similar in substance to
the quarterly reports it has historically filed.
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 p
