SEC Info - ArcelorMittal Finance LLC, et al. - ‘S-4’ on 4/15/08

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ArcelorMittal Finance LLC, et al. – ‘S-4’ on 4/15/08 – EX-4.12

On: Tuesday, 4/15/08, at 5:26pm ET · Accession #: 950137-8-5416 · File #s: 333-150264, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/15/08  ArcelorMittal Finance LLC         S-4                   72:3.9M                                   Bowne Boc/FA
          ISG Georgetown Inc.
          Tow Path Valley Business Park Development Co
          ISG Weirton Inc.
          ISG Hibbing Inc.
          ISG Columbus Coatings LLC
          ISG Real Estate Inc.
          ISG Plate LLC
          ISG Indiana Harbor Inc.
          ISG Hennepin Inc.
          ISG Cleveland Inc.
          ISG Aquisition Inc.
          ArcelorMittal USA Partnership
          ArcelorMittal Financial Services LLC
          ISG Warren Inc.
          ISG Steelton LLC
          ISG Lackawanna LLC
          ISG Burns Harbor LLC
          Incoal Co
          ISG Venture Inc.
          Ispat Inland Mining Co
          Hibbing Taconite Holding Inc.
          Burnham Trucking Co
          ISG Riverdale Inc.
          ISG Sparrows Point LLC
          3222193 Nova Scotia Co
          ISG Railways Inc.
          Ispat Inland Service Corp.
          Mittal Steel USA Inc.

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement                              HTML   1.06M 
 5: EX-3.10     By-Laws of Arcelormittal Usa Incoal Inc.            HTML     67K 
 6: EX-3.11     Certificate of Incorporation of Arcelormittal       HTML     44K 
                          Minorca Mine Inc.                                      
 7: EX-3.12     By-Laws of Arcelormittal Minorca Mine Inc.          HTML     56K 
 8: EX-3.13     Certificate of Incorporation of Arcelormittal       HTML     44K 
                          Service Inc.                                           
 9: EX-3.14     By-Laws of Arcelormittal Service Inc.               HTML     57K 
10: EX-3.15     Certificate of Incorporation of Arcelormittal       HTML     40K 
                          Cleveland Inc.                                         
11: EX-3.16     By-Laws of Arcelormittal Cleveland Inc.             HTML     62K 
12: EX-3.17     Certificate of Incorporation of Arcelormittal       HTML     41K 
                          Weirton Inc.                                           
13: EX-3.18     By-Laws of Arcelormittal Weirton Inc.               HTML     66K 
14: EX-3.19     Certificate of Incorporation of Arcelormittal       HTML     37K 
                          Hennepin Inc.                                          
 2: EX-3.2      Certificate of Formation                            HTML     31K 
15: EX-3.20     By-Laws of Arcelormittal Hennepin Inc.              HTML     63K 
16: EX-3.21     Certificate of Formation of Arcelormittal Indiana   HTML     33K 
                          Harbor LLC                                             
17: EX-3.22     Limited Liability Company Agreement                 HTML     52K 
18: EX-3.23     Certificate of Incorporation of Arcelormittal       HTML     40K 
                          Warren Inc.                                            
19: EX-3.24     By-Laws of Arcelormittal Warren Inc.                HTML     62K 
20: EX-3.25     Certificate of Incorporation of Arcelormittal       HTML     41K 
                          Riverdale Inc.                                         
21: EX-3.26     By-Laws of Arcelormittal Riverdale Inc.             HTML     66K 
22: EX-3.27     Certificate of Incorporation of Mittal Steel Usa -  HTML     35K 
                          Venture Inc.                                           
23: EX-3.28     By-Laws of Mittal Steel Usa - Venture Inc.          HTML     66K 
24: EX-3.29     Certificate of Formation of Arcelormittal Plate     HTML     34K 
                          LLC                                                    
 3: EX-3.3      Limited Liability Company Operating Agreement       HTML     54K 
25: EX-3.30     Limited Liability Company Operating Agreement       HTML     87K 
26: EX-3.31     Certificate of Formation of Isg Sparrows Point LLC  HTML     31K 
27: EX-3.32     Limited Liability Company Operating Agreement       HTML     86K 
28: EX-3.33     Certificate of Formation of Arcelormittal Steelton  HTML     34K 
                          LLC                                                    
29: EX-3.34     Limited Liability Company Operating Agreement       HTML     85K 
30: EX-3.35     Certificate of Formation of Arcelormittal           HTML     34K 
                          Lackawanna LLC                                         
31: EX-3.36     Limited Liability Company Operating Agreement       HTML     81K 
32: EX-3.37     Certificate of Formation of Arcelormittal Burns     HTML     34K 
                          Harbor LLC                                             
33: EX-3.38     Limited Liability Company Operating Agreement       HTML     81K 
34: EX-3.39     Certificate of Formation of Arcelormittal Columbus  HTML     34K 
                          LLC                                                    
35: EX-3.40     Limited Liability Company Operating Agreement       HTML     87K 
36: EX-3.41     Certificate of Incorporation of Arcelormittal       HTML     36K 
                          Georgetown Inc.                                        
37: EX-3.42     By-Laws of Arcelormittal Georgetown Inc.            HTML     66K 
38: EX-3.43     Certificate of Incorporation of Mittal Steel Usa -  HTML     35K 
                          Railways Inc.                                          
39: EX-3.44     By-Laws of Mittal Steel Usa - Railways Inc.         HTML     66K 
40: EX-3.45     Certificate of Incorporation of Arceloemittal       HTML     35K 
                          Hibbing Inc.                                           
41: EX-3.46     By-Laws of Arcelormittal Hibbing Inc.               HTML     66K 
42: EX-3.47     Articles of Incorporation of Hibbing Taconite       HTML     45K 
                          Holding Inc.                                           
43: EX-3.48     By-Laws of Hibbing Taconite Holding Inc.            HTML     66K 
44: EX-3.49     Certificate of Incorporation of Isg Acquisition     HTML     33K 
                          Inc.                                                   
45: EX-3.50     By-Laws of Isg Acquisition Inc.                     HTML     66K 
46: EX-3.51     Certificate of Incorporation of Arcelormittal Real  HTML     35K 
                          Estate Inc.                                            
47: EX-3.52     By-Laws of Arcelormittal Real Estate Inc.           HTML     66K 
48: EX-3.53     Certificate of Incorporation of Arcelormittal Tow   HTML     37K 
                          Path Valley Business Park Development                  
                          Company                                                
49: EX-3.54     By-Laws of Arcelormittal Tow Path Valley Business   HTML     62K 
                          Park Development Company                               
50: EX-3.55     Certificate of Formation of Arcelormittal Finance   HTML     29K 
                          LLC                                                    
51: EX-3.56     Limited Liability Company Operating Agreement       HTML     53K 
52: EX-3.57     Memorandum of Association and Articles of           HTML    157K 
                          Association                                            
53: EX-3.58     Statement of Partnership Existence of               HTML     30K 
                          Arcelormittal Usa Partnership                          
54: EX-3.59     Agreement of Partnership of Arcelormittal Usa       HTML     53K 
                          Partnership                                            
 4: EX-3.9      Certificate of Incorporation of Arcelormittal Usa   HTML     73K 
                          Incoal Inc.                                            
59: EX-4.10     Fifth Supplemental Indenture                        HTML     79K 
60: EX-4.11     Sixth Supplemental Indenture                        HTML     80K 
61: EX-4.12     Seventh Supplemental Indenture                      HTML     64K 
62: EX-4.13     Eighth Supplemental Indenture                       HTML     64K 
63: EX-4.15     Security Agreement                                  HTML    158K 
55: EX-4.3      Form of Fortieth Supplemental Indenture             HTML     88K 
56: EX-4.4      Form of Guarantee                                   HTML    167K 
57: EX-4.6      Supplemental Indenture                              HTML     51K 
58: EX-4.7      Second Supplemental Indenture                       HTML     42K 
64: EX-5.1      Opinion of Mayer Brown LLP                          HTML     39K 
65: EX-5.2      Opinion of Stewart McKelvey                         HTML     39K 
66: EX-5.3      Opinion of Bonn Schmitt Steichen                    HTML     35K 
67: EX-12       Calculation of Ratio of Earnings to Fixed Charges   HTML     36K 
68: EX-23.4     Consent of Deloitte S.A.                            HTML     28K 
69: EX-23.5     Consent of Deloitte Accountants B.V.                HTML     28K 
70: EX-23.6     Consent of Kpmg Audit S.A.R.L.                      HTML     30K 
71: EX-25.1     Form T-1 Statement of Eligibility                   HTML     78K 
72: EX-99.1     Form of Consent Letter                              HTML    116K

EX-4.12 — Seventh Supplemental Indenture

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

exv4w12

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 indicated, capitalized terms used herein without definition shall have the meanings specified therefor in Section 1.01 of the Indenture.

SECTION 2.4 If any provision of 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 2.5 This Supplemental Indenture shall be construed in accordance with, and governed by, the laws of the State of New York.

SECTION 2.6 This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

SECTION 2.7 This Supplemental Indenture shall become effective as of the date first above written.

IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be executed on December ___, 2007, effective as of the date first above written.


ISPAT INLAND ULC, as Issuer
By:	/s/ *Benoit Alain*
	Name:	Benoit Alain
	Title:


ARCELORMITTAL (successor by merger), as a Guarantor and Successor Parent
By:	/s/ *E. S. De Vries*
	Name:	E. S. De Vries
	Title:	Group Treasurer


By:	/s/ *Simon Evans*
	Name:	Simon Evans
	Title:	Group General Counsel

-2-


		ARCELORMITTAL USA INC. (formerly, Mittal Steel USA Inc.), as a Guarantor

		By:		/s/ *Thomas A. McCue*

				Name: Thomas A. McCue
				Title: Treasurer


ARCELORMITTAL PARTNERSHIP (formerly, Mittal Steel USA Partnership), as a Guarantor
By:	Mittal Canada Inc., a partner


By:	/s/ *Daniel D’Auteuil*
	Name:	Daniel D’Auteuil
	Title:	Treasurer


3019693 NOVA SCOTIA U.L.C. as a Guarantor
By:	/s/ *Benoit Alain*
	Name:	Benoit Alain
	Title:

ARCELORMITTAL FINANCE LLC (formerly, Mittal Steel USA — Finance LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

BURNHAM TRUCKING COMPANY, INC., as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer


	ARCELORMITTAL USA INCOAL INC. (formerly, Incoal Company), as a Guarantor

-3-


By:	/s/ *Thomas A. McCue*

	Name:	Thomas A. McCue
	Title:	Treasurer


ARCELORMITTAL MINORCA MINE INC. (formerly, Mittal Steel USA — Minorca Mine Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer



ARCELORMITTAL SERVICE INC. (formerly, Mittal Steel USA Service Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL CLEVELAND INC. (formerly, ISG Cleveland Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer


ARCELORMITTAL WEIRTON INC. (formerly, ISG Weirton Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL HENNEPIN INC. (formerly, ISG Hennepin Inc.), as a Guarantor

By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

-4-


ARCELORMITTAL INDIANA HARBOR INC. (formerly, ISG Indiana Harbor Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL WARREN INC. (formerly ISG Warren Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL RIVERDALE INC. (formerly, ISG Riverdale Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

MITTAL STEEL USA-VENTURE INC. (formerly, ISG Venture Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL PLATE LLC (formerly ISG Plate LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ISG SPARROWS POINT LLC, as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

-5-


ARCELORMITTAL STEELTON LLC (formerly ISG Steelton LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL LACKAWANNA LLC (formerly, ISG Lackawanna LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL BURNS HARBOR LLC (formerly, ISG Burns Harbor LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL COLUMBUS LLC (formerly, ISG Columbus Coatings, LLC), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL GEORGETOWN INC. (formerly, ISG Georgetown Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

MITTAL STEEL USA — RAILWAYS INC. (formerly, ISG Railways Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

-6-


ARCELORMITTAL HIBBING INC. (formerly ISG Hibbing Inc.), as a Guarantor

By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

HIBBING TACONITE HOLDING INC., as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ISG ACQUISITION INC., as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

ARCELORMITTAL REAL ESTATE INC. (formerly ISG Real Estate Inc.), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	VP, Finance and Chief Accounting Officer


ARCELORMITTAL TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY (formerly, Tow Path Valley Business Park Development Company), as a Guarantor
By:	/s/ *Thomas A. McCue*
	Name:	Thomas A. McCue
	Title:	Treasurer

LASALLE BANK NATIONAL ASSOCIATION, as a Trustee
By:	/s/ *Frank A. Pierson*
	Name:	Frank A. Pierson
	Title:	Assistant Vice President

-7-

Dates Referenced Herein

This ‘S-4’ Filing	Date	Other Filings

Filed on:	4/15/08	None on these Dates
	11/13/07
	9/3/07
	3/25/04
		List all Filings

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