Seventh Supplemental Indenture

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.

		ARCELORMITTAL USA INC. (formerly, Mittal Steel USA 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

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