EXHIBIT -4.12
SEVENTH SUPPLEMENTAL INDENTURE
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
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