EX-10.4



 




EXHIBIT 10.4






NON-COMPETITION AGREEMENT


     
NON-COMPETITION AGREEMENT, dated as of
December 17, 2004 (this “Agreement”), between
ISPAT INTERNATIONAL N.V., a company organized under the laws of
The Netherlands (the “Company”), and Mr. Lakshmi
N. Mittal (the “Shareholder” and, together with the
Company, the “Parties”).



     
WHEREAS, the Shareholder and certain members of
his family are the ultimate beneficial owners of all of the
issued and outstanding shares of Richmond Investment Holdings
Limited, a company organized under the laws of the British
Virgin Islands (“Richmond”);



     
WHEREAS, the Company and Richmond have entered
into an Acquisition Agreement, dated as of October 24, 2004
(the “Acquisition Agreement”; capitalized terms used
but not defined herein shall have the meanings ascribed thereto
in the Acquisition Agreement), which provides, upon the terms
and subject to the conditions thereof, for the acquisition by
the Company from Richmond, or such Person as Richmond shall
direct, of all of the issued and outstanding share capital of
LNM Holdings N.V., a company organized under the laws of The
Netherlands Antilles;



     
WHEREAS, the Acquisition Agreement provides that,
as a condition to the Completion, Richmond shall, on or prior to
the Completion, have delivered to the Company this Agreement,
duly executed by the Shareholder; and



     
WHEREAS, but for the agreement of Richmond to
deliver to the Company, on or prior to the Completion, this
Agreement, duly executed by the Shareholder, the Company would
not have entered into the Acquisition Agreement;



     
NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements contained herein and
in the Acquisition Agreement, and intending to be legally bound
hereby, the Shareholder hereby agrees as follows:




		
	 	     
    1. Non-Competition.  (a) For
    a period commencing upon the date hereof and expiring
    June 30, 2007, the Shareholder shall not, without the
    consent of the Audit Committee of the Company as then
    constituted, directly or indirectly, acquire an interest in,
    manage, operate, join, control, lend money or render financial
    or other assistance to or participate in or be connected with,
    as an officer, employee, partner, shareholder, consultant or
    otherwise, any Person anywhere in the world that engages in the
    business of manufacturing, producing or supplying iron ore,
    coke, iron, steel or iron or steel products (a
    “Competitor”).
    
	 
	 	     
    (b) Notwithstanding the foregoing,
    (i) the Shareholder shall not be prohibited from lending
    money to any one borrower up to a maximum amount equal to the
    lesser of US$20 million and 10 percent of such
    borrower’s consolidated net worth, (ii) the
    Shareholder shall not be prohibited from participating in trade
    and industry associations, (iii) ownership of securities
    having no more than (A) five percent of the outstanding
    voting power of any Competitor that is listed on a national
    securities exchange anywhere in the U.S., Canada or Europe or
    (B) ten percent of the outstanding voting power of any
    Competitor that is listed on a national securities exchange
    anywhere else in the world, shall not be deemed to be in
    violation of this Section 1 as long as the Shareholder does
    not have any other connection or relationship with such
    Competitor, (iv) the Company shall not be deemed to be a
    Competitor and (v) Pt. Ispat Indo, a company organized
    under the laws of Indonesia (“Indo”), shall not be
    deemed to be a Competitor so long as Indo does not (A) own
    an interest in, manage, operate, join, control, lend money or
    render financial or other assistance to or participate in or
    become connected with, as a partner, shareholder, consultant or
    otherwise, any Competitor carrying on business outside Indonesia
    (provided that Indo may own an equity interest in any joint
    venture so long as Indo’s direct and indirect equity or
    partnership interest therein does not exceed 20 percent and
    is not the largest equity or partnership interest therein) or
    (B) own, manage or operate any material assets located
    outside Indonesia and relating to the business of manufacturing,
    producing or supplying iron ore, coke, iron, steel or iron or
    steel products.
    
	 
	 	     
    (c) The Shareholder acknowledges that this
    Section 1 constitutes an independent covenant that shall
    not be affected by performance or nonperformance of any
    provision of the Acquisition Agreement
    









 


		
	 	
    by the Company. The Shareholder has independently
    consulted with his counsel and after such consultation agrees
    that the covenants set forth in this Section 1 are
    reasonable and proper.
    
	 
	 	     
    2. Representations and Warranties of the
    Shareholder. As an inducement to the Company to enter into
    this Agreement and the Acquisition Agreement, the Shareholder
    hereby represents and warrants to the Company that this
    Agreement has been duly executed and delivered by the
    Shareholder and, assuming the due authorization, execution and
    delivery hereof by the Company, constitutes the legal, valid and
    binding obligation of the Shareholder, enforceable against the
    Shareholder in accordance with its terms.
    
	 
	 	     
    3. Notices. All notices, requests,
    claims, demands and other communications hereunder shall be in
    writing and shall be given (and shall be deemed to have been
    duly given upon receipt) by delivery in person, by telecopy or
    by registered or certified mail (postage prepaid, return receipt
    requested) to the respective Parties at the following addresses
    (or at such other address for a Party as shall be specified in a
    notice given in accordance with this Section 3):
    





		
	 	
     if to the Company:
    





Mittal Steel Company N.V.




15th Floor, Hofplein 20





3032 AC Rotterdam





The Netherlands





Facsimile No.: +31-10-217-8850





Attention: Company Secretary





with a copy to:




Mittal Steel Company N.V.




Berkeley Square House





7th Floor





Berkeley Square





London W1X 5PN





United Kingdom





Facsimile No.: +44-20-7412-0203





Attention: General Counsel





with a further copy to:




Shearman & Sterling LLP




599 Lexington Avenue





New York, New York 10022





USA





Facsimile No: +1-212-848-7179





Attention: W. Jeffrey Lawrence





if to the Shareholder:




Mr. Lakshmi N. Mittal




c/o LNM Holdings N.V.





Berkeley Square House





7th Floor





Berkeley Square





London W1X 5PN





United Kingdom





Facsimile No.: +44-20-7629-7993





		
	 	     
    4. Severability. If any term or other
    provision of this Agreement is invalid, illegal or incapable of
    being enforced by any rule of law, or public policy, all other
    conditions and provisions of this Agreement
    









 


		
	 	
    shall nevertheless remain in full force and
    effect so long as the economic or legal substance of the
    transactions contemplated hereby is not affected in any manner
    adverse to any Party. Upon such determination that any term or
    other provision is invalid, illegal or incapable of being
    enforced, the Parties shall negotiate in good faith to modify
    this Agreement so as to effect the original intent of the
    Parties as closely as possible in a mutually acceptable manner
    in order that the transactions contemplated hereby be
    consummated as originally contemplated to the fullest extent
    possible.
    
	 
	 	     
    5. Entire Agreement; Assignment. This
    Agreement constitutes the entire agreement among the Parties
    with respect to the subject matter hereof and supersedes all
    prior agreements and undertakings, both written and oral, among
    the Parties, or any of them, with respect to the subject matter
    hereof. This Agreement shall not be assigned by (i) the
    Shareholder without the prior written consent of the Company or
    (ii) the Company without the prior written consent of the
    Shareholder; provided, however, that the Company may assign this
    Agreement or any of its rights and obligations hereunder to one
    or more of its Affiliates without the consent of the Shareholder.
    
	 
	 	     
    6. Specific Performance. The Parties
    agree that irreparable damage would occur in the event any
    provision of this Agreement were not performed in accordance
    with the terms hereof and that the Parties shall be entitled to
    specific performance of the terms hereof, in addition to any
    other remedy at law or equity.
    
	 
	 	     
    7. Governing Law. This Agreement
    shall be governed by, and construed in accordance with, the laws
    of The Netherlands.
    
	 
	 	     
    8. Dispute Resolution. (a) Any
    dispute, controversy, claim or difference of any kind arising
    out of or in connection with this Agreement or the transactions
    contemplated hereby (a “Dispute”) shall be finally
    settled under the then existing Rules of Arbitration of the
    International Chamber of Commerce (the “ICC”), as
    modified by this Section 8, by three arbitrators
    (collectively, the “Arbitral Tribunal”) appointed in
    accordance with such Rules of Arbitration as so modified. Of the
    three arbitrators, the Company shall nominate one
    (1) arbitrator, the Shareholder shall nominate one
    (1) arbitrator, and the third arbitrator, who will act as
    chair of the Arbitral Tribunal, will be appointed pursuant to
    the Rules of Arbitration of the ICC.
    
	 
	 	     
    (b) The Arbitral Tribunal shall not award
    punitive damages.
    
	 
	 	     
    (c) Any arbitration hereunder shall be
    conducted as follows:
    





		
	 	     
    (i) All proceedings in such arbitration
    shall be conducted in English and transcripts of such
    proceedings shall be prepared in English.
    
	 
	 	     
    (ii) The site of the arbitration shall be
    Amsterdam, The Netherlands.
    
	 
	 	     
    (iii) Each Party shall bear its own costs in
    such arbitration, subject to the Arbitral Tribunal’s
    authority to apportion such costs as part of the arbitral award.
    
	 
	 	     
    (iv) The arbitral award shall be final and
    binding on the Parties, and the Parties agree to comply with
    such arbitral award.
    
	 
	 	     
    (v) Any arbitral award in such arbitration
    may be recognized and enforced by any court of competent
    jurisdiction.
    





		
	 	     
    (d) Notwithstanding the foregoing, nothing
    in this Section 8 shall preclude either of the Parties from
    applying for injunctive relief in summary proceedings (kort
    geding) before any court of competent jurisdiction.
    









 



     
IN WITNESS WHEREOF, the Shareholder has duly
executed this Agreement and the Company has caused this
Agreement to be executed by its officers thereunto duly
authorized, in each case as of the date first above written.




		
	 	
    ISPAT INTERNATIONAL N.V.
    





			
	 	By 	
    /s/ HENK SCHEFFER
    



		
	 	
    

	 	
    Name: 
	 	
    Title:   





			
	 	By 	




		
	 	
    

	 	
    Name: 
	 	
    Title:   
	 
	 	
    /s/ LAKSHMI N. MITTAL
    
	 	
    

	 	
    Lakshmi N. Mittal