FORM OF FORTIETH SUPPLEMENTAL INDENTURE

Exhibit 4.3

ARCELORMITTAL USA INC.
(formerly Ispat Inland Inc.)

TO

THE BANK OF NEW YORK

and

[                ]
As Trustees

Form

of

Fortieth Supplemental

Indenture

DATED AS OF                      , 2008

     FORM OF FORTIETH SUPPLEMENTAL INDENTURE dated as of                                           , 2008 (hereinafter sometimes called the “Supplemental Indenture”), made by ARCELORMITTAL USA INC. (formerly Ispat Inland Inc.), a corporation organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company”), party of the first part, to THE BANK OF NEW YORK, a New York banking corporation having its office in the City of New York, State of New York (hereinafter sometimes called the “Corporate Trustee”), and [               ] (hereinafter sometimes called the “Individual Trustee”), as Trustees under the First Mortgage from the Company to First Trust and Savings Bank and Melvin A. Traylor, as Trustees, dated April 1, 1928, parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter collectively sometimes called the “Trustees”);

     WHEREAS, the Company (originally known as “Inland Steel Company”) heretofore executed and delivered to First Trust and Savings Bank and Melvin A. Traylor, as Trustees (the Corporate Trustee being the successor corporate trustee to said First Trust and Savings Bank and the Individual Trustee being the successor individual trustee to said Melvin A. Traylor), its First Mortgage Indenture, dated April 1, 1928 (the term “First Mortgage” wherever used herein meaning and including, unless the context shall otherwise require, said First Mortgage Indenture, dated April 1, 1928, as amended, and all indentures supplemental thereto), to secure the payment of the principal of and interest on bonds of the Company to be known as the “First Mortgage Bonds” of the Company (hereinafter sometimes called the “Bonds”); and

     WHEREAS, the Company has outstanding $500,000,000 of 6.5% Senior Notes due 2014 (hereinafter sometimes called the “ISG Bonds”) issued under an Indenture dated as of April 14, 2004, as supplemented (hereinafter sometimes called the “ISG Indenture”) by and among the Company (then known as International Steel Group Inc.), the Guarantors referred to therein (hereinafter sometimes called the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee; and

     WHEREAS, the Company now desires that each of the Guarantors enters into a Guarantee in favor of the Trustee under which each of them will guarantee the payment and performance of the obligations of the Company under the Bonds; and

     WHEREAS, ArcelorMittal Financial Services LLC, a Delaware limited liability company and affiliate of the Company (hereinafter sometimes called the “Issuer”), as successor to Ispat Inland ULC, a Nova Scotia unlimited liability company, is currently obligated as issuer under $422,500,000 aggregate principal amount of 9 ³ / 4 % Senior Secured Notes due 2014 (hereinafter sometimes called the “Senior Secured Notes”) under an Indenture dated as of March 25, 2004 (hereinafter, as it may be amended, modified or supplemented from time to time, sometimes called the “Senior Secured Note Indenture”) among the Issuer, the Company, the other guarantors named therein and LaSalle Bank National Association, as trustee (hereinafter sometimes called the “Senior Secured Note Trustee”); and

     WHEREAS, there have heretofore been authenticated and delivered by the Corporate Trustee under the First Mortgage $650,000,000 of Series Z First Mortgage Bonds due 2014 (the “Series Z Bonds”); and

     WHEREAS, $127,500,000 of the Series Z Bonds were duly purchased and retired, or were duly called for redemption and funds sufficient to redeem the same were duly deposited with the Corporate Trustee under the First Mortgage; and

     WHEREAS, the Series Z Bonds provide by their terms that the Series Z Bonds bear interest at a rate per annum equal to (i) the amount of interest, fees, charges and expenses payable with respect to the Senior Secured Notes plus (ii) additional interest on the Senior Secured Notes in the amount of 0.50% per annum (herein, “Additional Interest”); provided, however, that the Additional Interest payable under the foregoing clause (ii) shall not be payable from and after the occurrence of a “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture); and

     WHEREAS, a “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture) has occurred; and

     WHEREAS, as a result of the Permitted Finco Collapse Transaction, the Series Z Bonds are held by the Issuer, subject to the prior pledge thereof to the Senior Secured Note Trustee as collateral security under the Senior Secured Note Indenture; and

     WHEREAS, the Company, the Issuer, certain guarantors and the Senior Secured Note Trustee have entered into a supplemental indenture to the Senior Secured Note Indenture which, among other things, added to the Senior Secured Note Indenture a definition of “Permitted Finco Reconstitution Transaction” and amended the definition of “Permitted Finco Collapse Transaction” in the Senior Secured Note Indenture; and

     WHEREAS, in connection with such amendments to the Senior Secured Note Indenture, the Company and the Issuer wish under this Supplemental Indenture to amend the outstanding Series Z Bonds and the form of Series Z Bond set forth in the Thirty-Eighth Supplemental Indenture to the First Mortgage, and the Issuer as the holder of the Series Z Bonds desires to consent to such amendments; and

     WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of each of the Company, the Issuer, the Corporate Trustee and the Individual Trustee;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Issuer, the Corporate Trustee and the Individual Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Bonds as follows:

ARTICLE ONE

DEFINITIONS

     SECTION 1. Defined Terms . As used in this Supplemental Indenture, terms defined in the First Mortgage 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 TWO

AMENDMENTS

     SECTION 1. The Series Z Bonds and the certificate of authentication of the Corporate Trustee to be endorsed upon all Series Z Bonds are hereby amended in their entirety to be substantially in the following form, with appropriate omissions, insertions and variations as in the First Mortgage, in the Thirty-Eighth Supplemental Indenture and in this Supplemental Indenture provided or permitted:

     EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (AS DEFINED IN THE SENIOR SECURED NOTE INDENTURE REFERRED TO BELOW), THIS BOND IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR TRUSTEE UNDER THE INDENTURE DATED AS OF MARCH 25, 2004, AS SUPPLEMENTED, AMONG ARCELORMITTAL FINANCIAL SERVICES LLC (THE “ISSUER”), THE COMPANY, THE OTHER GUARANTORS NAMED THEREIN, AND LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE (TOGETHER WITH ANY SUCCESSORS UNDER SUCH INDENTURE, THE “SENIOR SECURED NOTE TRUSTEE”) (SUCH INDENTURE, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE “SENIOR SECURED NOTE INDENTURE”).

ARCELORMITTAL USA INC.

 

No. R-		$

FIRST MORTGAGE BOND, SERIES Z

Due April 1, 2014

     ARCELORMITTAL USA INC., a Delaware corporation formerly known as “Ispat Inland Inc.” (hereinafter called the “Company”), for value received, hereby promises to pay to                                                                or registered assigns, the principal sum of                                           Million Dollars ($                      ,000,000) in whole or in part on such date or dates as the Issuer has any obligation to purchase or repay a like principal amount of the Fixed Rate Notes (as defined in the Senior Secured Note Indenture) issued on March 25, 2004 under the Senior Secured Note Indenture (together with premium in an amount equal to the amount of premium payable on the Fixed Rate Notes on such date or dates), but not later than April 1, 2014, and to pay interest on the unpaid principal amount hereof to the registered owner hereof or its designees at said place or places at such rate or rates per annum on each interest payment date (as hereinafter defined) as shall cause the amount of interest payable on such interest payment date on this Series Z Bond to equal (i) the amount of interest, fees, charges and expenses payable on such interest payment date with respect to the Fixed Rate Notes issued on

March 25, 2004 under the Senior Secured Note Indenture plus (ii) after a “Permitted Finco Reconstitution Transaction” (as defined in the Senior Secured Note Indenture) has occurred, but prior to the subsequent occurrence of a “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture), additional interest in the amount of 1.00% per annum (herein, “Additional Interest”) plus (iii) in the event that any portion of this Series Z Bond is prepaid prior to April 1, 2014, an amount equal to the sum of the loan finance fees of the Issuer from the 2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the portion of this Series Z Bond so prepaid plus the amount of transaction costs incurred in respect of any “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture as in effect on December 31, 2007) or “Permitted Finco Reconstitution Transaction” (as defined in the Senior Secured Note Indenture) occurring on or prior to such date and which, at the time of repayment, are unrecovered ( i.e. , unamortized), as shown on the books and records of the Issuer; provided, however, that the Additional Interest payable under the foregoing clause (ii) shall not be payable from and after the occurrence of a “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture) unless a “Permitted Finco Reconstitution Transaction” (as defined in the Senior Secured Note Indenture) has occurred after such Permitted Finco Collapse Transaction has occurred. Such interest shall be payable on the same dates as interest with respect to the Fixed Rate Notes is payable from time to time pursuant to the Senior Secured Note Indenture (each such date hereinafter called an “interest payment date”), until maturity of this Series Z Bond, or, if the Company shall default in the payment of principal due on this Series Z Bond, until such principal and interest shall have been paid in full and the Company’s obligations with respect thereto discharged as provided in the First Mortgage (as hereinafter defined). The amount of interest and fees and ty