EXHIBIT 4.5
- --------------------------------------------------------------------------------
ISPAT INLAND INC.
TO
THE BANK OF NEW YORK
and
LOUIS P. YOUNG
As Trustees
-------------------
Thirty-Seventh Supplemental
Indenture
-------------------
DATED AS OF JULY 9, 2003
- --------------------------------------------------------------------------------
THIRTY-SEVENTH SUPPLEMENTAL INDENTURE dated as of July 9, 2003 made by
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 LOUIS P. YOUNG, of the City of Plainview, State of
New York (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 (formerly 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, there have heretofore been authenticated and delivered by the
Corporate Trustee (or its predecessor) under the First Mortgage (a) $30,000,000
aggregate principal amount of First Mortgage Sinking Fund Four and One-Half Per
Cent. Gold Bonds, Series A, dated April 1, 1928 and maturing April 1, 1978, and
(b) $15,000,000 aggregate principal amount of First Mortgage Sinking Fund Four
and One-Half Per Cent. Gold Bonds, Series B, dated February 1, 1931 and maturing
February 1, 1981, and (c) $10,000,000 aggregate principal amount of First
Mortgage Three Per Cent. Serial Bonds, Series C, dated January 1, 1936 and
maturing serially in the principal amount of $1,000,000 on January 1 of each
year from 1937 to 1946 (inclusive), and (d) $35,000,000 aggregate principal
amount of First Mortgage 3-3/4% Bonds, Series D, dated February 1, 1936 and
maturing February 1, 1961, and (e) $10,000,000 aggregate principal amount of
First Mortgage 3% Bonds, Series E, dated January 15, 1937 and maturing January
15, 1952, and (f) $36,000,000 aggregate principal amount of First Mortgage 3%
Bonds, Series F, dated April 1, 1940 and maturing April 1, 1961, and (g)
$50,000,000 aggregate principal amount of First Mortgage 2.65% Bonds, Series G,
dated November 1, 1946 and maturing November 1, 1976, and (h) $20,000,000
aggregate principal amount of First Mortgage 3% Bonds, Series H, dated August 1,
1948 and maturing August 1, 1978, and (i) $25,000,000 aggregate principal amount
of First Mortgage 3.20% Bonds, Series I, dated March 1, 1952 and maturing March
1, 1982, and (j) $50,000,000 aggregate principal amount of First Mortgage 3-1/2%
Bonds, Series J, dated July 1, 1956 and maturing July 1, 1981, and (k)
$50,000,000 aggregate principal amount of First Mortgage 4-3/8% Bonds, Series K,
dated July 1, 1957 and maturing July 1, 1987, and (l) $50,000,000 aggregate
principal amount of First Mortgage 4-l/2% Bonds, Series L, dated February 1,
1959 and maturing February 1, 1989, and (m) $50,000,000 aggregate principal
amount of First Mortgage 6-1/2% Bonds, Series M, dated December 1, 1967 and
maturing December 1, 1992, and (n) $50,000,000 aggregate principal amount of
First Mortgage 7% Bonds, Series N, dated April 15, 1969 and maturing April 15,
1974, and (o) $100,000,000 aggregate principal amount of First Mortgage 8-3/4%
Bonds, Series 0, dated July 15, 1970 and
maturing July 15, 1995, and (p) $75,000,000 aggregate principal amount of First
Mortgage 8-7/8% Bonds, Series P, dated April 15, 1974 and maturing April 15,
1999, and (q) $100,000,000 aggregate principal amount of First Mortgage 9-1/2%
Bonds, Series Q, dated September 1, 1975 and maturing September 1, 2000, and (r)
$125,000,000 aggregate principal amount of First Mortgage 7.90% Bonds, Series R,
dated January 15, 1977 and maturing January 15, 2007, and (s) $26,500,000
aggregate principal amount of First Mortgage 5-3/4% Bonds, Pollution Control
Series 1977, dated February 1, 1977 and maturing February 1, 2007, and (t)
$52,000,000 aggregate principal amount of First Mortgage 6-1/2% Bonds, Pollution
Control Series 1978, dated May 15, 1978 and maturing May 15, 2008, and (u)
$150,000,000 aggregate principal amount of First Mortgage 11-1/4% Bonds, Series
S, dated June 1, 1980 and maturing June 1, 1990, and (v) $20,000,000 aggregate
principal amount of First Mortgage 7-3/8% Bonds, Pollution Control Series 1980
A, dated October 15, 1980 and maturing October 1, 1983, and (w) $25,000,000
aggregate principal amount of First Mortgage 9-3/4% Bonds, Pollution Control
Series 1980 B, dated October 15, 1980 and maturing October 1, 2000, and (x)
$5,000,000 aggregate principal amount of First Mortgage 10% Bonds, Pollution
Control Series 1980 C, dated October 15, 1980 and maturing October 1, 2010, and
(y) $10,000,000 aggregate principal amount of First Mortgage 10% Bonds,
Pollution Control Series 1982 A, dated December 1, 1982 and maturing December 1,
2012, and (z) $17,000,000 aggregate principal amount of First Mortgage
Adjustable Rate Bonds, Pollution Control Series 1982 B, dated December 1, 1982
and maturing December 1, 2012, and (aa) $125,000,000 aggregate principal amount
of First Mortgage 12% Bonds, Series T, dated December 1, 1991 and maturing
December 1, 1998; and (bb) $40,000,000 aggregate principal amount of First
Mortgage 6.80% Bonds, Pollution Control Series 1993, dated June 1, 1993 and
maturing June 1, 2013; and (cc) $17,000,000 aggregate principal amount of First
Mortgage 6.85% Term Bonds, Pollution Control Series 1995, dated June 1, 1995 and
maturing December 1, 2012, and (dd) $700,000,000 aggregate principal amount of
Series U First Mortgage Bonds dated July 16, 1998 and maturing July 16, 2005
(with respect to $350,000,000 aggregate principal amount) and July 16, 2006
(with respect to the remaining $350,000,000 aggregate principal amount), and
(ee) $160,000,000 aggregate principal amount of Series V First Mortgage Bonds
dated July 16, 1998, and (ff) $15,000,000 aggregate principal amount of Series W
First Mortgage Bonds dated July 16, 1998 (said Series U First Mortgage Bonds,
Series V First Mortgage Bonds and Series W First Mortgage Bonds referred to in
(dd), (ee) and (ff) having been pledged to the Collateral Agent (as hereinafter
defined) as security for the obligations of the Company and other affiliated
companies under the Bank Credit Agreement (as hereinafter defined); and
WHEREAS, (a) all of said Series A Bonds, Series B Bonds, Series C
Bonds, Series D Bonds, Series E Bonds, Series F Bonds, Series G Bonds, Series H
Bonds, Series I Bonds, Series J Bonds, Series K Bonds, Series L Bonds, Series M
Bonds, Series N Bonds, Series O Bonds, Series P Bonds, Series Q Bonds, Series S
Bonds, Series T Bonds, Series 1978 Bonds, Series 1980A Bonds, Series 1980B
Bonds, Series 1980C Bonds, Series 1982A Bonds and Series 1982B Bonds were duly
purchased and retired, or were duly called for redemption and funds sufficient
to redeem the same were, prior to the respective redemption dates, duly
deposited with the Corporate Trustee under the First Mortgage; and (b) on or
prior to July 9, 2003, Bonds of other outstanding series in respective aggregate
principal amounts as follows have been duly purchased for sinking fund and duly
retired or duly called for redemption for sinking fund and funds sufficient to
redeem the same duly deposited with the Corporate Trustee under the First
-2-
Mortgage or retired at maturity: Series R Bonds -- $97,100,000 and Pollution
Control Series 1977 Bonds -- $7,200,000;
WHEREAS, (a) under date of February 1, 1931, the Company executed,
acknowledged and delivered a Supplemental Indenture to provide for the creation
of its First Mortgage Sinking Fund Four and One-Half Per Cent. Gold Bonds,
Series B, and (b) under date of February 20, 1931, the Company executed,
acknowledged and delivered a Second Supplemental Indenture to subject to the
lien of the First Mortgage certain additional property, and (c) under date of
February 18, 1933, the Company executed, acknowledged and delivered a Third
Supplemental Indenture to effect the exchange of certain mortgaged property, and
(d) under date of December 16, 1935, the Company executed, acknowledged and
delivered a Fourth Supplemental Indenture to provide for the creation of its
First Mortgage Three Per Cent. Serial Bonds, Series C, and for certain
amendments to the First Mortgage, and (e) under date of January 15, 1936, the
Company executed, acknowledged and delivered a Fifth Supplemental Indenture to
subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First Mortgage 3-3/4% Bonds, Series D, and for a
further amendment to the First Mortgage (which such amendment to the First
Mortgage was superseded by amendments to the First Mortgage made by the
Sixteenth Supplemental Indenture and the Seventeenth Supplemental Indenture
hereinafter referred to), and (f) under date of June 2, 1936, the Company
executed, acknowledged and delivered a Sixth Supplemental Indenture to effect
the exchange of certain mortgaged property, and (g) under date of October 19,
1936, the Company executed, acknowledged and delivered a Seventh Supplemental
Indenture to effect the exchange of certain mortgaged property, and (h) under
date of January 15, 1937, the Company executed, acknowledged and delivered an
Eighth Supplemental Indenture to provide for the creation of its First Mortgage
3% Bonds, Series E, and for a further amendment to the First Mortgage (which
such amendment to the First Mortgage was superseded by an amendment to the First
Mortgage made by the Twelfth Supplemental Indenture hereinafter referred to),
and (i) under date of March 1, 1940, the Company executed, acknowledged and
delivered a Ninth Supplemental Indenture to provide for further amendments to
the First Mortgage, and (j) under date of March 15, 1940, the Company executed,
acknowledged and delivered a Tenth Supplemental Indenture to subject to the lien
of the First Mortgage certain additional property and to provide for the
creation of its First Mortgage 3% Bonds, Series F, and for a further amendment
to the First Mortgage and an amendment to said Eighth Supplemental Indenture
(which such amendment to the First Mortgage was superseded by an amendment to
the First Mortgage made by the Twelfth Supplemental Indenture hereinafter
referred to), and (k) under date of January 15, 1945, the Company executed,
acknowledged and delivered an Eleventh Supplemental Indenture to subject to the
lien of the First Mortgage certain additional property, and (l) under date of
November 1, 1946, the Company executed, acknowledged and delivered a Twelfth
Supplemental Indenture to subject to the lien of the First Mortgage certain
additional property and to provide for the creation of its First Mortgage 2.65%
Bonds, Series G, and for further amendments to the First Mortgage, and (m) under
date of July 1, 1948, the Company executed, acknowledged and delivered a
Thirteenth Supplemental Indenture to provide for the creation of its First
Mortgage 3% Bonds, Series H, and (n) under date of February 1, 1952, the Company
executed, acknowledged and delivered a Fourteenth Supplemental Indenture to
effect the exchange of certain mortgaged property, and (o) under date of March
1, 1952, the Company executed, acknowledged and delivered a Fifteenth
Supplemental Indenture to provide for the creation of its First Mortgage 3.20%
Bonds, Series I, and for further amendments to the First Mortgage, and (p)
-3-
under date of July 1, 1956, the Company executed, acknowledged and delivered a
Sixteenth Supplemental Indenture to subject to the lien of the First Mortgage
certain additional property and to provide for the creation of its First
Mortgage 3-1/2% Bonds, Series J, and for further amendments to the First
Mortgage, and (q) under date of July 1, 1957, the Company executed, acknowledged
and delivered a Seventeenth Supplemental Indenture to subject to the lien of the
First Mortgage certain additional property and to provide for the creation of
its First Mortgage 4-3/8% Bonds, Series K, and for a further amendment to the
First Mortgage, and (r) under date of January 15, 1959, the Company executed,
acknowledged and delivered an Eighteenth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 4-1/2% Bonds, Series L, and for further
amendments to the First Mortgage, and (s) under date of December 1, 1967, the
Company executed, acknowledged and delivered a Nineteenth Supplemental Indenture
to subject to the lien of the First Mortgage certain additional property and to
provide for the creation of its First Mortgage 6-1/2% Bonds, Series M, and for
further amendments to the First Mortgage, and (t) under date of April 15, 1969,
the Company executed, acknowledged and delivered a Twentieth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 7% Bonds, Series
N, and (u) under date of July 15, 1970, the Company executed, acknowledged and
delivered a Twenty-First Supplemental Indenture to provide for the creation of
its First Mortgage 8-3/4% Bonds, Series 0, and for a further amendment to the
First Mortgage, and (v) under date of April 15, 1974, the Company executed,
acknowledged and delivered a Twenty-Second Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 8-7/8% Bonds, Series P, and for a further
amendment to the First Mortgage, and (w) under date of September 1, 1975, the
Company executed, acknowledged and delivered a Twenty-Third Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
properties and to provide for the creation of its First Mortgage 9-1/2% Bonds,
Series Q, and (x) under date of January 15, 1977, the Company executed,
acknowledged and delivered a Twenty-Fourth Supplemental Indenture to subject to
the lien of the First Mortgage certain additional property and to provide for
the creation of its First Mortgage 7.90% Bonds, Series R, and to provide for the
future modification of certain provisions of the First Mortgage, and (y) under
date of February 1, 1977, the Company executed, acknowledged and delivered a
Twenty-Fifth Supplemental Indenture to subject to the lien of the First Mortgage
certain additional property and to provide for the creation of the First
Mortgage 5-3/4% Bonds, Pollution Control Series 1977, and to provide for the
future modification of certain provisions of the First Mortgage, and (z) under
date of February 1, 1977, the Company executed, acknowledged and delivered a
Restated Twenty-Fifth Supplemental Indenture amending and restating said
Twenty-Fifth Supplemental Indenture, and (aa) under date of May 15, 1978, the
Company executed, acknowledged and delivered a Twenty-Sixth Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of the First Mortgage 6-1/2% Bonds,
Pollution Control Series 1978 and to provide for the future modification of
certain provisions of the First Mortgage, and (bb) under date of June 1, 1980,
the Company executed, acknowledged and delivered a Twenty-Seventh Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 11-1/4% Bonds,
Series S, and to provide for the future modification of certain provisions of
the First Mortgage, and (cc) under date of October 15, 1980, the Company
executed, acknowledged and delivered a Twenty-Eighth Supplemental Indenture to
subject to the
-4-
lien of the First Mortgage certain additional property and to provide for the
creation of its First Mortgage 7-3/8% Bonds, Pollution Control Series 1980 A,
its First Mortgage 9-3/4% Bonds, Pollution Control Series 1980 B, and its First
Mortgage 10% Bonds, Pollution Control Series 1980 C, and to provide for the
future modification of certain provisions of the First Mortgage, and (dd) under
date of December 1, 1982, the Company executed, acknowledged and delivered a
Twenty-Ninth Supplemental Indenture to subject to the lien of the First Mortgage
certain additional property and to provide for the creation of its First
Mortgage 10% Bonds, Pollution Control Series 1982 A, and its First Mortgage
Adjustable Rate Bonds, Pollution Control Series 1982 B, and to provide for the
future modification of certain provisions of the First Mortgage, and (ee) under
date of November 30, 1983, the Company executed, acknowledged and delivered a
Thirtieth Supplemental Indenture to subject to the lien of the First Mortgage
certain additional property, and (ff) under date of December 1, 1991, the
Company executed, acknowledged and delivered a Thirty-First Supplemental
Indenture to subject to the lien of the First Mortgage certain additional
property and to provide for the creation of its First Mortgage 12% Bonds, Series
T, and to provide for the future modification of certain provisions of the First
Mortgage, and (gg) under date of June 1, 1993, the Company executed,
acknowledged, and delivered a Thirty-Second Supplemental Indenture to provide
for the creation of its First Mortgage 6.80% Bonds, Pollution Control Series
1993 and to provide for the future modification of certain provisions of the
First Mortgage, and (hh) under date of June 1, 1995, the Company executed,
acknowledged, and delivered a Thirty-Third Supplemental Indenture to provide for
the creation of its First Mortgage 6.85% Term Bonds, Pollution Control Series
1995 and to provide for the future modification of certain provisions of the
First Mortgage, and (ii) under date of August 1, 1995, the Company executed,
acknowledged and delivered a Thirty-Fourth Supplemental Indenture to provide for
the modification of certain provisions of the First Mortgage, and (jj) under
date of July 29, 1996, the Company executed, acknowledged and delivered a
Thirty-Fifth Supplemental Indenture to modify the First Mortgage to delete
certain covenants applicable to the Company's Series T Bonds, and (kk) under
date of July 16, 1998, the Company executed, acknowledged and delivered a
Thirty-Sixth Supplemental Indenture to provide for the creation of its Series U
First Mortgage Bonds, Series V First Mortgage Bonds and Series W First Mortgage
Bonds and to provide for the modification of certain provisions of the First
Mortgage; and
WHEREAS, (a) said First Mortgage Indenture, dated April 1, 1928, has
been duly recorded or registered in the offices of the proper public officials
of Cook County, Illinois, Jefferson County, Illinois, Lake County, Indiana,
Porter County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott
County, Kentucky, Letcher County, Kentucky, Iron County, Michigan, Marquette
County, Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota, and
Raleigh County, West Virginia, and (b) said Supplemental Indenture, dated
February 1, 1931, has been duly recorded or registered in the offices of the
proper public officials of Cook County, Illinois, Jefferson County, Illinois,
Lake County, Indiana, Porter County, Indiana, Crow Wing County, Minnesota, and
St. Louis County, Minnesota, and (c) said Second Supplemental Indenture has been
duly recorded or registered in the offices of the proper public officials of
Lake County, Indiana, Floyd County, Kentucky, Pike County, Kentucky, Knott
County, Kentucky, Marquette County, Michigan and St. Louis County, Minnesota,
and (d) said Third Supplemental Indenture has been duly recorded or registered
in the office of the proper public official of Floyd County, Kentucky and (e)
said Fourth Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of each of said counties in which said
First Mortgage Indenture has been recorded or registered, and (f) said
-5-
Fifth Supplemental Indenture has been duly recorded or registered in the office
of the proper public official of each of said counties in which said First
Mortgage Indenture has been recorded or registered, and (g) said Sixth
Supplemental Indenture and said Seventh Supplemental Indenture have been duly
recorded or registered in the offices of the proper public officials of Floyd
County, Kentucky and Knott County, Kentucky, and (h) said Eighth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of each of said counties (except Letcher County, Kentucky and
Iron County, Michigan) in which said First Mortgage Indenture has been recorded
or registered, and (i) said Ninth Supplemental Indenture has been duly recorded
or registered in the office of the proper public official of each of said
counties in which said First Mortgage Indenture has been recorded or registered,
and (j) said Tenth Supplemental Indenture has been duly recorded or registered
in the office of the proper public official of each of said counties (except
Letcher County, Kentucky and Iron County, Michigan) in which said First Mortgage
Indenture has been recorded or registered, and (k) said Eleventh Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of Lake County, Indiana, and (l) said Twelfth Supplemental
Indenture and said Thirteenth Supplemental Indenture have been duly recorded or
registered in the office of the proper public official of each of said counties
in which said First Mortgage Indenture has been recorded or registered, and (m)
said Fourteenth Supplemental Indenture has been duly recorded or registered in
the office of the proper public official of Raleigh County, West Virginia, and
(n) said Fifteenth Supplemental Indenture, said Sixteenth Supplemental
Indenture, said Seventeenth Supplemental Indenture, and said Eighteenth
Supplemental Indenture have been duly recorded or registered in the office of
the proper public official of each of said counties in which said First Mortgage
Indenture has been recorded or registered, and (o) said Nineteenth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of each of said counties (except Floyd County, Kentucky, Pike
County, Kentucky, Knott County, Kentucky, Letcher County, Kentucky and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (p) said Twentieth Supplemental Indenture, said Twenty-First
Supplemental Indenture, and said Twenty-Second Supplemental Indenture have been
duly recorded or registered in the office of the proper public official of each
of said counties (except Cook County, Illinois, Floyd County, Kentucky, Pike
County, Kentucky, Knott County, Kentucky, Letcher County, Kentucky, and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (q) said Twenty-Third Supplemental Indenture, said
Twenty-Fourth Supplemental Indenture, said Twenty-Fifth Supplemental Indenture,
said Restated Twenty-Fifth Supplemental Indenture, said Twenty-Sixth
Supplemental Indenture, said Twenty-Seventh Supplemental Indenture, and said
Twenty-Eighth Supplemental Indenture have been duly recorded or registered in
the office of the proper public official of each of said counties (except Cook
County, Illinois, Floyd County, Kentucky, Pike County, Kentucky, Knott County,
Kentucky, Letcher County, Kentucky, Iron County, Michigan, Marquette County,
Michigan, Crow Wing County, Minnesota, St. Louis County, Minnesota, and Raleigh
County, West Virginia) in which said First Mortgage Indenture has been recorded
or registered, and (r) said Twenty-Ninth Supplemental Indenture and said
Thirtieth Supplemental Indenture have been duly recorded or registered in the
office of the proper public official of each of said counties (except Cook
County, Illinois, Jefferson County, Illinois, Porter County, Indiana, Floyd
County, Kentucky, Pike County, Kentucky, Knott County, Kentucky, Letcher County,
Kentucky, Iron County, Michigan, Marquette County, Michigan, Crow Wing County,
Minnesota, St. Louis County, Minnesota, and Raleigh County, West
-6-
Virginia) in which said First Mortgage Indenture has been recorded or
registered, and (s) said Thirty-First Supplemental Indenture has been duly
recorded or registered in the office of the proper public official of Lake
County, Indiana in which said First Mortgage Indenture has been recorded, and
(t) said Thirty-Second Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of Lake County, Indiana
in which said First Mortgage Indenture has been recorded, and (u) said
Thirty-Third Supplemental Indenture has been duly recorded or registered in the
office of the proper public official of Lake County, Indiana in which said First
Mortgage Indenture has been recorded, and (v) said Thirty-Fourth Supplemental
Indenture has been duly recorded or registered in the office of the proper
public official of Lake County, Indiana in which said First Mortgage Indenture
has been recorded, and (w) said Thirty-Fifth Supplemental Indenture has been
duly recorded or registered in the office of the proper public official of Lake
County, Indiana in which said First Mortgage Indenture has been recorded, and
(x) said Thirty-Sixth Supplemental Indenture has been duly recorded or
registered in the office of the proper public official of Lake County, Indiana
in which said First Mortgage Indenture has been recorded; and
WHEREAS, in Article One of the First Mortgage it is provided in
substance, among other things, that the Bonds may be issued in series, that all
Bonds of any one series shall be identical, except as in said Article One
otherwise provided, that the Bonds of each series may differ as to terms and
provisions thereof as in said Article One permitted, and that the maximum
principal amount of the Bonds issuable of any series may or may not be limited
as the board of directors of the Company shall determine; and
WHEREAS, the Company has agreed with Pension Benefit Guaranty
Corporation (hereinafter sometimes called "PBGC") to cause $160,000,000
aggregate principal of Bonds to be pledged to PBGC as security for certain
obligations of the Company in respect of the Ispat Inland Inc. Pension Plan
(herein called the "Plan"), and PBGC has agreed to remove the Company's
obligation under that certain Agreement dated March 14, 2000 by and among Ispat
International N.V., the Company, Ryerson Tull, Inc. and PBGC (which 2000
Agreement supplemented an agreement dated July 14, 1998 among the parties), as
amended under an agreement dated July 9, 2003 (herein called the "2003 PBGC Term
Sheet" and, together with said 2000 Agreement, herein sometimes collectively
called the "PBGC Agreement") to maintain the $160,000,000 letter of credit dated
July 16, 1998 issued by Credit Suisse First Boston in favor of PBGC for the
account of the Company (hereinafter sometimes called the
"Underfunding/Contributions Letter of Credit"); and
WHEREAS, as collateral security for the Company's obligations to CSFB
under the Credit Agreement dated as of July 16, 1998, as amended, among Ispat
Inland L.P., the Company, certain subsidiaries of the Company, Credit Suisse
First Boston, as agent, and certain lenders thereunder (as further amended,
supplemented, restated or otherwise modified from time to time, the "Bank Credit
Agreement"), Ispat Inland Finance LLC, an affiliate of the Company, pledged to
Credit Suisse First Boston, as collateral agent (the "Collateral Agent"), the
Series U First Mortgage Bonds, the Series V First Mortgage Bonds and the Series
W First Mortgage Bonds;
WHEREAS, Sections 9 and 10 of Article Two of the First Mortgage
provide, subject to certain limitations, for the authentication and delivery of
Bonds in exchange for Bonds previously authenticated under the First Mortgage
and cancelled or about to mature or called for
-7-
redemption, such Bonds for a principal amount not exceeding the principal amount
of the Bonds so cancelled, about to mature or called for redemption; and
WHEREAS, the Company desires, for its corporate purposes and pursuant
to the PBGC Agreement, to create and issue under and in accordance with the
provisions of the First Mortgage, $160,000,000 aggregate principal amount of
Bonds to be known as its "Series X First Mortgage Bonds" (hereinafter sometimes
called "Series X Bonds" or "Bonds of Series X") in order to refinance and refund
the Series V First Mortgage Bonds in their entirety, which Series V First
Mortgage Bonds have been released as collateral by the Collateral Agent and
surrendered by the Company to the Corporate Trustee for cancellation; and
WHEREAS, the Company and the Trustees desire to provide for the
modification of certain provisions of the First Mortgage with respect to the
rights of the holders of the Series X Bonds thereunder; and
WHEREAS, the form, terms and provisions of this Indenture and the
execution thereof by the Company have been duly authorized; and
WHEREAS, the Series X Bonds and the certificate of authentication of
the Corporate Trustee to be endorsed upon all Series X Bonds are to be
substantially in the following form, with appropriate omissions, insertions and
variations as in the First Mortgage and in this Indenture provided or permitted:
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
(AS DEFINED IN THE PLEDGE AGREEMENT REFERRED TO BELOW), THIS BOND IS NOT
TRANSFERABLE TO ANY PERSON OTHER THAN A SUCCESSOR TO PENSION BENEFIT GUARANTY
CORPORATION.
ISPAT INLAND INC.
No. R-__
$160,000,000
(or such lesser amount
as is set forth below)
SERIES X FIRST MORTGAGE BOND
ISPAT INLAND INC., a Delaware corporation formerly known as "Inland
Steel Company" (herein, together with its successors and assigns, the
"Company"), for value received, promises to pay to Pension Benefit Guaranty
Corporation, as pledgee under a Pledge Agreement dated as of July 9, 2003
(herein, as amended, modified or supplemented from time to time, the "Pledge
Agreement") between Ispat Inland Finance LLC and PBGC or registered assigns the
principal sum of (i) One Hundred Sixty Million Dollars ($160,000,000) or (ii)
such lesser amount as is owing by the Company under the PBGC Agreement (as
hereinafter defined) or other applicable law. Such principal sum shall be
payable in installments on such dates as contributions are required to be made
by the Company to the Ispat Inland Inc. Pension Plan (herein, the "Plan") under
paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet (as hereinafter
defined); provided, however, that upon the occurrence of an event under Section
5(i)
-8-
of the Pledge Agreement, the Company shall make a mandatory principal payment on
this Series X Bond in an amount equal to all contributions then remaining unpaid
to the Plan under paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet.
The "PBGC Agreement", for purposes hereof, shall mean that certain
Agreement dated March 14, 2000 by and among Ispat International N.V., the
Company, Ryerson Tull, Inc. and PBGC (which 2000 Agreement supplemented an
agreement dated July 14, 1998 among the parties), as amended under an agreement
dated July 9, 2003 (herein, the "2003 PBGC Term Sheet") among Ispat
International N.V., the Company and PBGC, and as it may be further amended,
modified, replaced or restated from time to time in accordance with its terms.
Any payment made by or on behalf of the Company in respect of its
obligations under paragraph III.A.1 or III.A.2 of the 2003 PBGC Term Sheet shall
be deemed a payment in respect of this Bond, but such payment shall not reduce
the principal amount of this Series X Bond until the Series X Termination Date
(as hereinafter defined).
This Series X Bond shall not bear interest.
This Series X Bond shall be redeemed by the Company at a redemption
price of 100% (expressed as a percentage of principal amount) in cash, following
receipt by the Company and the Corporate Trustee of a written demand for
redemption of this Series X Bond from PBGC or any subsequent holder hereof (the
"Series X Redemption Demand"). This Series X Bond shall be redeemed by the
Company in the amount specified in the Series X Redemption Demand, which amount
shall be equal to the lesser of (i) $160,000,000, or (ii) the Liability Amount
(as defined in the Pledge Agreement). The Series X Redemption Demand shall also
state (i) that an "event of default" has occurred under Section 5(a) - 5(h) of
the Pledge Agreement and (ii) that payment of the entire Liability Amount is
immediately due and payable. This Series X Bond shall be redeemed on the fifth
business day following receipt by the Company and the Corporate Trustee of the
Series X Redemption Demand upon its surrender to the Company, as paying agent
for the Series X Bonds pursuant to the Indenture. Any payment made to the PBGC
pursuant to a Series X Redemption Demand shall constitute a payment by the
Company under the PBGC Agreement. The Series X Redemption Demand shall be
rescinded and shall be null and void for all purposes of the First Mortgage upon
receipt by the Company and the Corporate Trustee, no later than the business day
prior to the date fixed for redemption, of a certificate of PBGC or the
subsequent holder hereof (a) stating that all amounts that would then be due and
payable hereunder have been paid in full, or (b) withdrawing said Series X
Redemption Demand.
This bond is one of the Bonds of Series X of an issue of registered
bonds of the Company, known as its First Mortgage Bonds and herein termed the
"Bonds", all issued and to be issued under, and equally secured by, an indenture
of mortgage and deed of trust, dated April 1, 1928, made by the Company to First
Trust and Savings Bank and Melvin A. Traylor, as Trustees (The Bank of New York
and Louis P. Young, Successor Trustees), herein sometimes termed the "First
Mortgage". The term "First Mortgage" wherever used herein shall, unless the
context shall otherwise require, be deemed to include the First Mortgage as
amended and all indentures supplemental to the First Mortgage, including the
Thirty-Seventh Supplemental Indenture dated as of July 9, 2003 (herein called
the "Thirty-Seventh Supplemental Indenture"). The Fourth Supplemental Indenture
dated December 16, 1935, the Fifth Supplemental Indenture
-9-
dated January 15, 1936, the Eighth Supplemental Indenture dated as of January
15, 1937, the Ninth Supplemental Indenture dated as of March 1, 1940, the Tenth
Supplemental Indenture dated as of March 15, 1940, the Twelfth Supplemental
Indenture dated as of November 1, 1946, the Fifteenth Supplemental Indenture
dated as of March 1, 1952, the Sixteenth Supplemental Indenture dated as of July
1, 1956, the Seventeenth Supplemental Indenture dated as of July 1, 1957, the
Eighteenth Supplemental Indenture dated as of January 15, 1959, the Nineteenth
Supplemental Indenture dated as of December 1, 1967, the Twenty-First
Supplemental Indenture dated as of July 15, 1970, the Twenty-Second Supplemental
Indenture dated as of April 15, 1974, the Thirty-Fourth Supplemental Indenture,
dated as of August 1, 1995, and the Thirty-Fifth Supplemental Indenture, dated
as of July 29, 1996, made by the Company to the Trustees under the First
Mortgage, provide, among other things, for certain amendments of the First
Mortgage or indentures supplemental thereto. The Twenty-Fourth Supplemental
Indenture dated as of January 15, 1977, the Restated Twenty-Fifth Supplemental
Indenture dated as of February 1, 1977, the Twenty-Sixth Supplemental Indenture
dated as of May 15, 1978, the Twenty-Seventh Supplemental Indenture dated as of
June 1, 1980, the Twenty-Eighth Supplemental Indenture dated as of October 15,
1980, the Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, the
Thirty-First Supplemental Indenture, made by the Company to the Trustees under
the First Mortgage, dated as of December 1, 1991, the Thirty-Second Supplemental
Indenture, dated as of June 1, 1993, and the Thirty-Third Supplemental
Indenture, dated as of June 1, 1995, provide, among other things, for the future
modification of certain provisions of the First Mortgage without any further
vote or consent on the part of the holders of the respective series of Bonds,
including this Series X Bond, created by such supplemental indentures. For a
description of the properties mortgaged and pledged, the nature and extent of
the security, and the terms and conditions upon which the Bonds are secured,
reference is made to the First Mortgage. The aggregate principal amount of the
Bonds which may be issued under the First Mortgage is not limited.
This Series X Bond shall mature on the Series X Termination Date. On
the Series X Termination Date this Series X Bond shall be deemed paid in full
and PBGC shall surrender this Series X Bond to the Corporate Trustee for
cancellation. The "Series X Termination Date", for purposes hereof, shall mean
the occurrence of all of the following:
(i) the Company shall have made the contributions to the Plan
required by paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet
and shall then be in compliance with all other terms of the 2003 PBGC
Term Sheet; and
(ii) the value of the unfunded benefit liabilities under the
Ispat Inland Inc. Pension Plan (hereinafter sometimes called the
"Plan") as determined by the Company under section 4001(a)(18) of ERISA
as of June 30 for any two consecutive years shall have been reduced by
$320,000,000 or more from the value of the Plan's unfunded benefit
liabilities as determined by the Company as of June 30, 2003 pursuant
to applicable PBGC regulations and other applicable laws and accepted
by PBGC (which acceptance shall not be unreasonably withheld); and
(iii) the ratings of the Bonds issued by the Company under the
First Mortgage shall be B or better by Standard & Poor's Rating Group
and B2 or better by Moody's Investors Service, Inc.
-10-
In case an event of default as defined in the First Mortgage shall
occur, the principal of the Bonds (including the Series X Bonds) may become or
be declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Series X Bonds are issuable only in fully registered form without
coupons in the denominations of $1,000 and any integral multiples thereof.
No recourse shall be had for the payment of the principal of or
interest or other amounts on this Series X Bond or any part hereof or for any
claim based hereon or otherwise in respect hereof or of the indebtedness
represented hereby or of the First Mortgage, against the Trustees or any
subscriber, incorporator, stockholder, officer or director, as such, past,
present or future, of the Trustees or Company or of any successor corporation,
either directly or indirectly through the Company or any successor corporation,
whether by virtue of any statute or constitutional provision or by the
enforcement of any assessment or otherwise, all such liability being by the
acceptance hereof and as part of the consideration for the issue hereof
expressly waived and released and being likewise waived and released by the
terms of the First Mortgage.
Except after the occurrence and during the continuance of an "event of
default" under the Pledge Agreement, this Series X Bond is nontransferable
except to effect transfer to any successor to PBGC under the PBGC Agreement, but
is exchangeable by the registered holder hereof, in person or by attorney duly
authorized, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, or at the office or agency of the
Company, in the City of Chicago, State of Illinois, upon surrender and
cancellation of this Series X Bond, and upon any such transfer or exchange one
or more new registered Series X Bonds, without coupons, of authorized
denominations, will be issued to the authorized transferee, or the registered
holder, as the case may be, as provided in the First Mortgage. A service charge
will not be made for any transfer or exchange of Series X Bonds, but the Company
may require payment of a sum sufficient to cover any stamp tax or other
governmental charge payable in connection therewith.
The person in whose name this bond is registered shall be deemed and be
regarded as the owner hereof for all purposes.
The Series X Bonds, and the indebtedness represented thereby,
represents a refinancing and refunding of the Series V First Mortgage Bonds
issued under the First Mortgage.
This bond shall not be entitled to any benefit under the First
Mortgage, and shall not become valid or obligatory for any purpose, until it
shall have been authenticated by the execution by the Corporate Trustee under
the First Mortgage of the certificate hereon endorsed.
IN WITNESS WHEREOF, Ispat Inland Inc. has caused this Series X Bond to
be signed by its President or one of its Vice-Presidents, and its corporate seal
to be hereunto affixed and attested by its Secretary or one of its Assistant
Secretaries.
-11-
Dated: as of ___________, 20___
ISPAT INLAND INC.
Attested:
By_______________________________
Title:
By_______________________________
Title:
This bond is one of the bonds described in the within-mentioned First
Mortgage.
Dated: ______________, 20___
THE BANK OF NEW YORK,
Corporate Trustee
By______________________
WHEREAS, all acts and things prescribed by law and by the certificate
of incorporation and by-laws of the Company and by the First Mortgage have been
duly complied with and the Company has executed this Indenture in the exercise
of the legal rights and powers vested in it, and all things necessary to make
this Indenture the valid and binding obligation of the Company and a valid and
binding agreement supplemental to the First Mortgage, and all things necessary
to make the Series X Bonds, when authenticated by the Corporate Trustee and
delivered, the valid and binding obligation of the Company, have been done and
performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure the payment of all the Bonds at any time
issued and outstanding under the First Mortgage, regardless of the date of issue
thereof, according to their tenor, purport and effect, as well as the interest
and premium, if any, thereon and the principal thereof, and to secure the
performance and observance of all the covenants and conditions in the First
Mortgage and said Bonds contained, and in consideration of the premises and of
the acceptance or purchase of the Series X Bonds by the holders thereof, and the
sum of $100.00 lawful money of the United States of America to the Company duly
paid by the Trustees at or before the sealing and delivery of this Indenture
(the receipt whereof is hereby acknowledged), the Company has executed and
delivered this Indenture, and hereby creates the Bonds of Series X and hereby
agrees with the Trustees as hereinafter provided:
-12-
ARTICLE ONE
AMOUNT, FORM, ISSUE, REGISTRATION AND EXCHANGE, AND OTHER
PROVISIONS OF BONDS OF SERIES X
SECTION 1. The Series X Bonds shall be known as the "Series X First
Mortgage Bonds" of the Company, and shall be limited to the principal amount of
$160,000,000. Series X Bonds shall be issued as registered Bonds without coupons
in the denominations of $1,000 and any integral multiples thereof and shall be
registered in the name of PBGC, as pledgee under a Pledge Agreement dated as of
July 9, 2003 (as amended, modified or supplemented from time to time, herein
sometimes called the "Pledge Agreement"), between Ispat Inland Finance LLC and
PBGC. The principal sum of the Series X Bonds shall be payable in installments
on such dates as contributions are required to be made to the Plan by the
Company under paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet;
provided, however, that upon the occurrence of an event under Section 5(i) of
the Pledge Agreement, the Company shall make a mandatory principal payment on
the Series X Bonds in an amount equal to all contributions then remaining unpaid
to the Plan under paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet.
Any payment made by or on behalf of the Company in respect of its obligations
under paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet shall be deemed
a payment in respect of the Series X Bonds, but such payment shall not reduce
the principal amount of the Series X Bonds until the Series X Termination Date
(as hereinafter defined). Bonds of Series X shall mature on the Series X
Termination Date, shall be payable in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, State of New York or, at the option of the
registered holder, at the office or agency of the Company in the City of
Chicago, State of Illinois, and shall not bear interest. On the Series X
Termination Date, the Series X Bonds shall be deemed paid in full and the PBGC
shall surrender the Series X Bonds to the Corporate Trustee for cancellation.
The "Series X Termination Date" shall, for purposes of this Indenture,
mean the occurrence of all of the following:
(i) the Company shall have made the contributions to the Plan
required by paragraphs III.A.1 and III.A.2 of the 2003 PBGC Term Sheet
and shall then be in compliance with all other terms of the 2003 PBGC
Term Sheet; and
(ii) the value of the Plan's unfunded benefit liabilities as
determined by the Company under section 4001(a)(18) of ERISA as of June
30 of any two consecutive years shall have been reduced by $320,000,000
or more from the value of the Plan's unfunded benefit liabilities as
determined by the Company as of June 30, 2003 pursuant to applicable
PBGC regulations and other applicable laws and accepted by PBGC (which
acceptance shall not be unreasonably withheld); and
(iii) the ratings of the Bonds issued by the Company under the
First Mortgage shall be B or better by Standard & Poor's Rating Group
and B2 or better by Moody's Investors Service, Inc.
-13-
Bonds of Series X shall be substantially of the tenor and purport above
recited, with appropriate additions, insertions, omissions, substitutions and
variations as herein and in Article One of the First Mortgage provided or
permitted. Bonds of Series X shall be transferable and exchangeable in the
manner, upon the terms and conditions, and with the effect, herein and in
Article One of the First Mortgage provided or permitted.
The Series X Bonds shall be dated the date of authentication.
A service charge will not be made for any registration of transfer or
exchange of Series X Bonds, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge payable in
connection therewith.
SECTION 2. After $160,000,000 aggregate principal amount of Bonds of
Series X shall have been authenticated and delivered, no additional Bonds of
Series X shall be issued, except upon transfers, combinations or split-ups of
Bonds of Series X or in lieu of Bonds of Series X mutilated, destroyed, lost or
stolen.
SECTION 3. Following receipt by the Company and the Corporate Trustee
of a written demand for redemption of the Series X Bonds from the PBGC or any
subsequent holder thereof (a "Series X Redemption Demand"), the Series X Bonds
shall be redeemed at a redemption price of 100% (expressed as a percentage of
principal amount) in cash. The Series X Bonds shall be redeemed by the Company
in the amount specified in the Series X Redemption Demand, which amount shall be
equal to the lesser of (i) $160,000,000, or (ii) the Liability Amount (as
defined in the Pledge Agreement). The Series X Redemption Demand shall also
state that (i) an "event of default" has occurred under Section 5(a)-5(h) of the
Pledge Agreement and (ii) that payment of the entire Liability Amount is
immediately due and payable. The Series X Bonds shall be redeemed on the fifth
business day following receipt by the Company and the Corporate Trustee of the
Series X Redemption Demand upon their surrender to the Company, as paying agent
for the Series X Bonds. Any payment made to the PBGC pursuant to a Series X
Redemption Demand shall constitute a payment by the Company in respect of its
obligations under the PBGC Agreement. The Series X Redemption Demand shall be
rescinded and shall be null and void for all purposes of the First Mortgage upon
receipt by the Company and the Corporate Trustee, no later than the business day
prior to the date fixed for redemption, of a certificate of PBGC or the
subsequent holder thereof (a) stating that all amounts that would then be due
and payable hereunder have been paid in full, or (b) withdrawing said Series X
Redemption Demand.
SECTION 4. The Company shall act as paying agent for the Series X Bonds
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, State of New York, and at the office or agency of the Company, in the
City of Chicago, State of Illinois.
ARTICLE TWO
MODIFICATION OF CERTAIN PROVISIONS
OF THE FIRST MORTGAGE
Anything in the First Mortgage to the contrary notwithstanding, the
Series X Bonds shall not be entitled to the benefit of, nor shall the holders of
the Series X Bonds have any rights with
-14-
respect to, (i) the provisions in Group Four of the Granting Clause of the First
Mortgage which provide, upon the occurrence of certain events, that the First
Mortgage covers certain personal property of the Company (including, without
limitation, tools, rolling stock, ships, vessels, boats, motor or other
vehicles, raw materials, supplies, store-room contents, work in process,
manufactured products, and other personal property, cash, notes, bills and
accounts receivable and other choses in action), or (ii) the provisions of
Article Six, Section 4, of the First Mortgage insofar as the term "physical
property" is used therein could be interpreted to include inventory (i.e., goods
which are held by the Company for sale or lease or to be furnished under
contracts of service, or raw materials, work in process or materials used or
consumed in the business of the Company), spare parts or mobile equipment of the
Company.
ARTICLE THREE
CERTAIN DIRECTION BY HOLDERS
OF SERIES X BONDS
SECTION 1. Each Holder of Series X Bonds from time to time by its
acceptance of such Series X Bond irrevocably directs the Trustees pursuant to
Article Eight, Section 5, of the First Mortgage to permit, if an event of
default shall have occurred and be continuing under the First Mortgage or a
"Collateral Enforcement Action" has occurred under the Intercreditor Agreement
(as hereinafter defined), the Working Capital Agent (as hereinafter defined), or
any of its agents or designees, to occupy and use during the Liquidation Period
(as hereinafter defined) any and all property, plant or equipment of the Company
(other than the continuous caster equipment mortgaged to PBGC prior to the date
hereof) located at the Indiana Harbor Works facility of the Company in East
Chicago, Indiana (and any other property, plant or equipment of the Company
which is subject to the First Mortgage), and during the Liquidation Period to
take possession of, package, ship, sell, liquidate, process or otherwise dispose
of the Collateral (as such term is defined in the Intercreditor Agreement) at
such location in any manner necessary or desirable for the Working Capital Agent
to realize the full value of such Collateral in connection with the sale or
other disposition thereof, all on terms and subject to the conditions set forth
in the Intercreditor Agreement.
SECTION 2. This Article Three is for the express benefit of the Working
Capital Agent and the other Lenders (as hereinafter defined), each of whom
should be considered a third party beneficiary of this Article Three, including,
without limitation, through injunction as if a party hereto and the provisions
of this Article Three shall not be amended, waived or otherwise modified or
affected without the express written consent of the Working Capital Agent. This
Article Three shall continue in full force and effect until all obligations,
liabilities and indebtedness of any kind now or hereafter due under or with
respect to the Series X Bonds have been fully paid, performed and satisfied.
SECTION 3. The Trustees expressly reserve their rights to be reasonably
indemnified or secured by the Company against any expense or liability in which
the action requested by this Article Three may, in their opinion, be likely to
involve them.
-15-
SECTION 4. Each Holder of the Series X Bonds agrees to execute any
letter of direction to the Trustees necessary to allow the Working Capital Agent
to exercise its rights under this Article Three and the Intercreditor Agreement.
SECTION 5. For purposes of this Article 3, the following terms shall
have the meanings indicated:
"Intercreditor Agreement" shall mean the Intercreditor and
Lien Subordination Agreement dated as of April 30, 2003 among Credit Suisse
First Boston, as agent for the lenders under the Bank Credit Agreement, Ispat
Inland L.P., the Company and the Working Capital Agent, as the same may be
amended, supplemented, restated or otherwise modified from time to time
(including any such amendment, supplement, restatement or other modification to
add any other Lender or Working Capital Agent to such Intercreditor Agreement).
"Lenders" shall mean General Electric Capital Corporation and
the other lenders named on the signature pages of the Working Capital Credit
Agreement, and, if any such Lender shall decide to assign all or any portion of
the obligations under the Working Capital Credit Agreement, such term shall
include any assignee of such Lender; and "Lender" shall also include the lender
or lenders under any other subsequent credit agreement or agreements entered
into by the Company which is secured by collateral similar to the collateral
granted under such aforedescribed Working Capital Agreement.
"Liquidation Period" shall have the meaning given thereto in
the Intercreditor Agreement.
"Working Capital Agent" shall mean General Electric Capital
Corporation, as agent for the Lenders under the Working Capital Credit
Agreement, or its successor appointed pursuant to Section 9.17 of the Working
Capital Credit Agreement; and "Working Capital Agent" shall also include the
agent under any other subsequent credit agreement or agreements entered into by
the Company which is secured by collateral similar to the collateral granted
under such aforedescribed Working Capital Agreement.
"Working Capital Credit Agreement" shall mean the Credit
Agreement dated as of April 30, 2003 among the Company, certain subsidiaries of
the Company which may become party thereto, General Electric Capital
Corporation, as a Lender and as Working Capital Agent for the Lenders and the
other Lenders signatory thereto from time to time, as the same may be amended,
supplemented, restated or otherwise modified from time to time; and "Working
Capital Agreement" shall also include any other subsequent credit agreement or
agreements entered into by the Company which is secured by collateral similar to
the collateral granted under such aforedescribed Working Capital Agreement.
ARTICLE FOUR
THE TRUSTEES
SECTION 1. The Trustees hereby accept and enter into this
Indenture and the trusts hereby created.
-16-
SECTION 2. The Trustees shall be entitled, in connection with this
Indenture, to all of the exemptions and immunities granted to them, or either of
them, by the terms of the First Mortgage.
ARTICLE FIVE
EFFECT OF THIS INDENTURE ON THE FIRST MORTGAGE
The provisions of this Indenture shall become effective immediately
upon the execution and delivery of this Indenture and the First Mortgage shall
thereupon be deemed to be amended as set forth in this Indenture, as fully and
with the same effect as if the respective provisions of the First Mortgage, as
amended by this Indenture, had been set forth in said First Mortgage Indenture,
dated April 1, 1928, as originally executed; provided, however, that, at any
time prior to the issuance of any of the Series X Bonds provided for in and by
this Indenture, the Company, when authorized by resolution of its board of
directors, may, and the Trustees in such event, upon written request of the
President or any Vice President or the Treasurer of the Company, shall, enter
into an indenture supplemental to the First Mortgage, in form satisfactory to
the Corporate Trustee, and which thereafter shall form a part of the First
Mortgage, for the purpose of canceling this Indenture, and upon and after the
execution and delivery of such indenture Supplemental to the First Mortgage,
this Indenture and all of the terms and provisions of this Indenture shall be of
no force or effect whatsoever. Anything contained in this Indenture to the
contrary notwithstanding, however, no amendment of the First Mortgage made by
this Indenture shall affect, or so operate as to render invalid and improper,
any action heretofore taken under the First Mortgage.
Except as specifically amended or supplemented by this Indenture, all
of the provisions of the First Mortgage shall remain and continue in full force
and effect and unaffected by the execution of this Indenture.
This Indenture shall be construed in connection with, and as a part of,
the First Mortgage, and the covenants hereof shall be deemed, as to the subject
matter of such covenants, covenants of the First Mortgage.
This Indenture may be executed in two or more counterparts, each of
which shall be and shall be taken to be an original, and all collectively but
one instrument.
-17-
IN WITNESS WHEREOF, said Ispat Inland Inc., the party of the first
part, has caused this Indenture to be signed in its corporate name by its
President or one of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary or one of its Assistant Secretaries, and
said The Bank of New York, one of the parties of the second part, has caused
this Indenture to be signed in its corporate name by one of its authorized
officers and its corporate seal to be hereunto affixed and attested by one of
its Trust Officers, and said Louis P. Young, the other of the parties of the
second part, has hereunto set his hand and seal, all as of the day and year
first above written.
ISPAT INLAND INC.
By: /s/ Peter D. Southwick
-------------------------------------
Name: Peter D. Southwick
Title: President
ATTEST:
By: /s/ Edward C. McCarthy
-----------------------------
Name: Edward C. McCarthy
Title: Assistant Secretary
Signed, sealed and delivered by
Ispat Inland Inc. in the
presence of:
/s/ Estela R. Martinez
- --------------------------------
/s/ Barbara A. Lupien
- --------------------------------
THE BANK OF NEW YORK
By /s/ Louis P. Young
-------------------------------
Name: Louis P. Young
Title: Vice President
ATTEST:
/s/ Cynthia Chaney
- ---------------------------------
Vice President Signed, sealed and
delivered by The Bank of New
York in the presence of:
Signed
- ------------------------------
Seyfarth
- ------------------------------
/s/ Louis P. Young
------------------------------
Louis P. Young
Signed and delivered by
Louis P. Young in the presence of:
Signed
- ------------------------------
Seyfarth
- ------------------------------
STATE OF INDIANA )
) SS.
COUNTY OF LAKE )
I, ___Joanne M. Gruszkowski__, a Notary Public in and for the county
and State aforesaid, DO HEREBY CERTIFY that on this 11th day of August, 2003,
before me personally came and appeared in person, Peter D. Southwick, President,
and Edward C. McCarthy, Asistant Secretary, respectively, of Ispat Inland Inc.,
one of the corporations described in the within, annexed and foregoing
indenture, each to me personally known and personally known to me to be a
President and Assistant Secretary, respectively, of said Ispat Inland Inc., and
personally known to me to be the same persons whose names are subscribed to said
indenture, who subscribed the same in my presence and who severally
acknowledged, and, being by me severally duly sworn, deposed and said: That said
Peter D. Southwick resides in Valparaiso, in the State of Indiana, and that he
is a President of said Ispat Inland Inc., one of the corporations described in
and which executed the foregoing indenture; that said Edward C. McCarthy resides
in Downers Grove, in the State of Illinois, and that he is Assistant Secretary
of said Ispat Inland Inc., one of the corporations described in and which
executed the foregoing indenture; that they know the seal of said corporation;
that the seal affixed said indenture is such corporate seal; that said indenture
was executed in behalf of said corporation by authority of its board of
directors; that said seal was so affixed by authority of the board of directors
of said corporation; that they did sign their respective names thereto by like
authority; and they further severally acknowledged to me the signing, sealing
and delivering of said indenture, and said indenture itself, to be the free and
voluntary act and deed of said Ispat Inland Inc., and of themselves as such
officers thereof, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this 11th day of August, A.D.
2003.
/s/ Joanne M. Gruszkowski
----------------------------------------
a resident of Lake County, Indiana
Notary Public
My commission expires August 12, 2007
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
I, William Cassels, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that on this 11 day of August, 2003, before me
personally came and appeared in person, Louis P. Young, a Vice President and
Cynthia Chaney, a Vice President, respectively, of The Bank of New York, one of
the corporations described in the within, annexed and foregoing indenture, each
to me personally known and personally known to me to be a Vice President and a
Vice President, respectively, of said The Bank of New York, and personally known
to me to be the same persons whose names are subscribed to said indenture, who
subscribed the same in my presence and who severally acknowledged, and, being by
me severally duly sworn, deposed and said: That said Louis P. Young resides in
Plainview in the State of New York, and that (s)he is a Vice President of said
The Bank of New York, one of the corporations described in and which executed
the foregoing indenture; that said Cynthia Chaney resides in Brooklyn, in the
State of New York, and that (s)he is a Vice President of said The Bank of New
York, one of the corporations described in and which executed the foregoing
indenture; that they know the seal of said corporation; that the seal affixed to
said indenture is such corporate seal; that said indenture was executed in
behalf of said corporation by authority of its By-Laws; that said seal was so
affixed by authority of the By-Laws of said corporation; that they did sign
their respective names thereto by like authority; and they further severally
acknowledged to me the signing, sealing and delivering of said indenture, and
said indenture itself, to be the free and voluntary act and deed of said The
Bank of New York, and of themselves as such officers thereof, for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this 11 day of August, A.D. 2003.
/s/ William Cassels
----------------------------------------
a resident of _________County, _________
Notary Public
My commission expires ___________________
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
I, William Cassels, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that on this 11 day of August, 2003 before me
personally came and appeared in person Louis P. Young, to me personally known
and personally known to me to be the person described in, and who executed, and
the same person whose name is subscribed to, the within, annexed and foregoing
indenture, and acknowledged the execution of, and that he signed, executed and
delivered said indenture as his free and voluntary act and deed for the uses and
purposes therein set forth.
GIVEN under my hand and official seal this ____ day of August, A.D.
2003.
/s/ William Cassels
-------------------------------
a resident of________County, ___________
Notary Public
My commission expires ___________________
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006
This instrument was prepared by:
J. Trent Anderson
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60603