EXHIBIT 99.4
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture, dated as of December 31,
2005 (this "Supplemental Indenture"), among Ispat Inland ULC, a Nova Scotia
unlimited liability company (the "Issuer"), the Guarantors, Mittal Steel USA ISG
Inc. ("ISG") and LaSalle Bank National Association, as Trustee under the
Indenture referred to below.
WITNESSETH:
WHEREAS, the Issuer, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of March 25, 2004 (as
heretofore amended, supplemented, waived or otherwise modified, the
"Indenture"), providing for the issuance of Senior Secured Floating Rate Notes
due 2010 and 9 3/4% Senior Secured Notes due 2014 of the Issuer (together, the
"Notes");
WHEREAS, Ispat Inland Inc. ("Inland"), a Guarantor under the
Indenture, will be merging with and into ISG, with ISG as the Successor Company;
WHEREAS, Section 5.01(a) of the Indenture requires that upon a
merger of Inland with or into another Person, the Successor Company shall
execute and deliver a supplemental indenture pursuant to which such Successor
Company will expressly assume all of the obligations of Inland under the
Mortgage, the First Mortgage Bonds, Inland's Note Guarantee and the Indenture;
WHEREAS, pursuant to Section 8.01 of the Indenture, the
Issuer, the Guarantors and the Trustee are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture, without the
consent of any Holder;
WHEREAS, this Supplemental Indenture has been duly authorized
by all necessary corporate action on the part of each of the Issuer, the
Guarantors and the Trustee;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture 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.
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ARTICLE II
ASSUMPTION BY ISG
SECTION 2.1 Agreement to be Bound as Guarantor. ISG hereby
becomes a party to the Indenture as the Successor Company of Inland, as
Guarantor of the Notes, and as such succeeds to, and is substituted for, and may
exercise every right and power of, Inland under the Indenture and shall be
subject to all of the obligations and agreements of Inland under the Indenture.
ISG agrees to be bound by all of the provisions of the Indenture, the Mortgage,
the First Mortgage Bonds and Inland's Note Guarantee applicable to Inland, and
expressly assumes and agrees to perform all of the obligations and agreements of
Inland under the Indenture, the Mortgage, the First Mortgage Bonds and Inland's
Note Guarantee.
SECTION 2.2 Trustee's Acceptance. The Trustee hereby agrees to
accept this Supplemental Indenture and agrees, from and after the effective time
of this Supplemental Indenture, to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices and other communications to
the Issuer or any Guarantor shall be given in the manner provided in the
Indenture to the Issuer or such Guarantor at the address set forth below:
Mittal Steel USA Inc.
4020 Kin Ross Lakes Parkway
Richfield, OH 44286
Attention: General Counsel
Fax: (330) 659-7626
With copies to:
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London, United Kingdom
EC2A 2AP
Attention: Richard J.B. Price
Fax: +44 20 7655 5485
and to:
Mayer Brown Rowe & Maw LLP
190 South LaSalle Street
Chicago, IL 60603
Attention: J. Trent Anderson
Fax: (312) 706-8101
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SECTION 3.2 Benefits of Supplemental Indenture. Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the parties hereto and their successors
hereunder and the Holders, any legal or equitable right, remedy or claim under
or in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.
SECTION 3.3 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.
Section 3.4 Ratification of Indenture; Supplemental Indenture
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
SECTION 3.5 Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.
SECTION 3.6 Headings. The headings of the Articles and the
Sections in this Supplemental Indenture are for convenience of reference only
and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.
SECTION 3.7 Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Supplemental Indenture by the
TIA, the provision required by the TIA shall control.
SECTION 3.8 Severability. In case any provision in 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 3.9 Successors. All agreements of ISG in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
[Page Intentionally Left Blank; Signatures Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
ISPAT INLAND U.L.C.,
as Issuer
By: /s/ Richard Leblanc
---------------------------------
Name: Richard Leblanc
Title: Secretary
MITTAL STEEL USA ISG INC.,
as Successor Company
By: /s/ Carlos M. Hernandez
---------------------------------
Name: Carlos M. Hernandez
Title: General Counsel and Secretary
MITTAL STEEL COMPANY N.V.,
as Guarantor
By: /s/ H.J. Scheffer_
---------------------------------
Name: H.J. Scheffer
Title: Company Secretary
ISPAT INLAND INC.,
as Guarantor
By: /s/ T.A. McCue
---------------------------------
Name: T.A. McCue
Title: Treasurer
BURNHAM TRUCKING COMPANY, INC.,
as Guarantor
By: /s/ T.A. McCue
---------------------------------
Name: T.A. McCue
Title: Treasurer
INCOAL COMPANY,
as Guarantor
By: /s/ Marc R. Jeske
---------------------------------
Name: M.R. Jeske
Title: Secretary
ISPAT INLAND MINING COMPANY,
as Guarantor
By: /s/ T.A. McCue
---------------------------------
Name: T.A. McCue
Title: Treasurer
ISPAT INLAND SERVICE CORP.,
as Guarantor
By: /s/ T.A. McCue
---------------------------------
Name: T.A. McCue
Title: Treasurer
ISPAT INLAND, L.P.,
as Guarantor
By: /s/ Denis Fraser
---------------------------------
Name: Denis Fraser
Title: Director
3019693 NOVA SCOTIA U.L.C.,
as Guarantor
By: /s/ Richard Leblanc
---------------------------------
Name: Richard Leblanc
Title: Secretary
ISPAT INLAND FINANCE, LLC,
as Guarantor
By: /s/ T.A. McCue
---------------------------------
Name: T.A. McCue
Title: Manager
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Gregory S. Clarke
---------------------------------
Name: Gregory S. Clarke
Title: Vice President