ISPAT INLAND ULC



            $150,000,000 SENIOR SECURED FLOATING RATE NOTES DUE 2010

                $650,000,000 9.75% SENIOR SECURED NOTES DUE 2014



                               PURCHASE AGREEMENT



                                                                  March 18, 2004

                                                              New York, New York



UBS Securities LLC

299 Park Avenue

New York, New York 10171



Ladies and Gentlemen:



            Ispat Inland ULC, a Nova Scotia Unlimited Liability Company (the

"COMPANY"), Ispat International N.V., a Dutch Limited Liability Company

("PARENT"), Ispat Inland Inc., a Delaware corporation ("ISPAT INC."), each

subsidiary guarantor of Ispat Inc. listed on Schedule I (the "SUBSIDIARY

GUARANTORS"), and each of 3019693 Nova Scotia U.L.C., Ispat Inland, L.P. and

Ispat Inland Finance, LLC (collectively, the "SPV GUARANTORS") agree with you as

follows:



            1.    Issuance of Notes. The Company proposes to issue and sell to

UBS Securities LLC (the "INITIAL PURCHASER") $150,000,000 aggregate principal

amount of Senior Secured Floating Rate Notes due 2010 (the "ORIGINAL FLOATING

RATE NOTES") and $650,000,000 aggregate principal amount of 9.75% Senior Secured

Notes due 2014 (the "ORIGINAL FIXED RATE NOTES, " and together with the Original

Floating Rate Notes, the "ORIGINAL NOTES"). The Company's obligations under the

Original Notes and the Indenture (as defined below) will be, jointly and

severally, unconditionally guaranteed (the "GUARANTEES") by the Parent, Ispat

Inc., the Subsidiary Guarantors and the SPV Guarantors (collectively, the

"GUARANTORS," and, together with the Company, the "ISSUERS"). The Original Notes

and the Guarantees are referred to herein as the "SECURITIES." The Securities

will be issued pursuant to an indenture (the "INDENTURE"), to be dated the

Closing Date (as defined herein), by and between the Company, the Guarantors and

LaSalle Bank National Association, as trustee (the "TRUSTEE").



            Prior to the Closing (as defined below) Ispat Inland, L.P. will

issue a note (the "FINCO SUBORDINATED NOTE") to the Company in exchange for

approximately $23.0 million of proceeds. The proceeds of the Finco Subordinated

Note will be contributed by Ispat Inland, L.P. to the Company to reimburse the

Company for fees and expenses of the offering of the Original Notes. The Company

will lend $800.0 million to Ispat Inland, L.P. in exchange for a mirror note

(the "SPV MIRROR NOTE") having substantially identical payment terms as the

Original Notes. Ispat Inland, L.P. will contribute and/or lend the balance of

the gross proceeds received by it from the issuance of the SPV Mirror Note to

3019693 Nova Scotia U.L.C. which will in turn contribute such proceeds to Ispat

Inland Finance, LLC. Ispat Inland Finance, LLC will use the proceeds of such

contribution to purchase $150,000,000 aggregate principal amount of Ispat Inc.'s

First Mortgage Bonds, Series Y (the "SERIES Y BONDS") and $650,000,000 aggregate

principal amount of Ispat Inc.'s First Mortgage Bonds, Series Z (the "SERIES Z

BONDS" and together



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with the Series Y Bonds, the "FIRST MORTGAGE BONDS"), issued pursuant to a 38th

supplemental indenture (the "SUPPLEMENT") to the indenture (as amended and

supplemented to the Closing Date including by the Supplement, the "MORTGAGE"),

dated as of April 1, 1928, by and among Ispat Inc., First Trust and Savings Bank

and Melvin A. Traylor, as Trustees (The Bank of New York (the "CORPORATE

TRUSTEE") and Louis P. Young, successor Trustees).



            Ispat Inc. will use the proceeds from the issuance of the First

Mortgage Bonds to (i) redeem $661.6 million aggregate principal amount of its

existing Bonds (the "BONDS TO BE REPAID") issued under the Mortgage which are

held by Credit Suisse First Boston, as collateral agent under the Credit

Agreement (as amended, the "CSFB CREDIT AGREEMENT"), dated as of July 16, 1998,

among Ispat Inland, L.P., the guarantors named therein, the lenders named

therein and Credit Suisse First Boston as administrative agent, (ii) temporarily

reduce borrowings outstanding under the revolving inventory facility (the "GECC

CREDIT AGREEMENT") between Ispat Inc. and General Electric Capital Corporation

("GECC") and (iii) temporarily reduce borrowings outstanding under a revolving

receivables facility of one of Ispat Inc.'s subsidiaries. The proceeds from the

repayment of the Bonds to be Repaid will be used to repay all amounts

outstanding under the CSFB Credit Agreement (the "CREDIT AGREEMENT DEBT TO BE

REPAID" and, together with the Bonds to be Repaid, the "DEBT TO BE REPAID").



            In connection with the foregoing, Ispat Inc. will also enter into an

amendment to the GECC Credit Agreement (the "GECC AMENDMENT"), to, among other

things, allow for the issuance of the First Mortgage Bonds and the granting of

the second priority lien in the Inventory Collateral (as defined below).

Additionally, in order to provide certainty with respect to certain matters as

between creditors holding security interests in Ispat Inc.'s inventory and

creditors holding security interests in Ispat Inc.'s receivables, and to agree

with respect to certain other matters in connection therewith, Ispat Inc., Ispat

Inland Administrative Services Company, JPMorgan Chase Bank, BNY Midwest Trust

Company, the Trustee and GECC will also enter into an intercreditor agreement

(the "RECEIVABLES INTERCREDITOR AGREEMENT").



            In addition, prior to the Closing each of Ispat International, N.V.

and certain of its subsidiaries that are not Issuers (collectively, the "RELATED

PARTY CREDITORS") will enter into a subordination agreement (the "SUBORDINATION

AGREEMENT") pursuant to which each of the Related Party Creditors will agree

that the outstanding intercompany loans (the "SHAREHOLDER ADVANCE NOTES") owed

by Ispat Inc. to it will be subordinated to prior payment in full of all of the

Company's obligations under its Note Guarantee.



            Pursuant to a security agreement (the "SECURITY AGREEMENT") by and

between Ispat Inc. and LaSalle Bank National Association as Trustee, the

Securities will be secured by a second priority security interest in certain

collateral of Ispat Inc. identified therein (the "SECURITY AGREEMENT

COLLATERAL," and together with the Pledge Agreement Collateral, the

"COLLATERAL").



            The Trustee, Ispat Inc. and Ispat Inland Finance LLC will enter into

certain agreements (collectively, the "GECC INTERCREDITOR AGREEMENTS") with GECC

providing that GECC will have access to the inventory securing the GECC Credit

Agreement (subject to certain conditions) in the event that the Corporate

Trustee forecloses on the First Mortgage Bonds Collateral.



            Pursuant to a pledge agreement (the "PLEDGE AGREEMENT") by and among

the Company and the SPV Guarantors (collectively, the "PLEDGORS") and the

Trustee, the Securities will be secured by a



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                                      -3-



first priority security interest in (i) the First Mortgage Bonds and (ii) all

capital stock and indebtedness held by the Issuer and the SPV Guarantors (other

than the Bonds pledged to the PBGC by Ispat Inland Finance, LLC) (collectively,

the "PLEDGE AGREEMENT COLLATERAL"). Capitalized terms used but not otherwise

defined herein shall have the meanings given to such terms in the Indenture.



            The Securities will be offered and sold to the Initial Purchaser

pursuant to an exemption from the registration requirements under the Securities

Act of 1933, as amended (the "ACT"). The Issuers have prepared a preliminary

offering memorandum, dated as of March 9, 2004 (as amended or supplemented at

the date thereof, including by Parent's Form 20-F, dated as of March 10, 2004,

which was supplementally distributed on or about March 11, 2004, to potential

investors who received the Preliminary Offering Memorandum, and any and all

exhibits thereto and any information incorporated by reference therein, the

"PRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum dated as of

and available for distribution on the date hereof (as amended or supplemented at

the date hereof, including any and all exhibits thereto and any information

incorporated by reference therein, the "OFFERING MEMORANDUM") relating to the

Issuers and the Securities. Unless stated to the contrary, any references herein

to the terms "amend", "amendment" or "supplement" with respect to the Offering

Memorandum shall be deemed to refer to and include any information filed under

the Securities Exchange Act of 1934, as amended ( the "EXCHANGE ACT"),

subsequent to the date hereof that is incorporated by reference therein. All

references in this Agreement to financial statements and schedules and other

information which is "contained," "included" or "stated" in the Offering

Memorandum (or other references of like import) shall be deemed to mean and

include all such financial statements and schedules and other information which

are incorporated by reference in the Offering Memorandum.



            The Initial Purchaser has advised the Issuers that it intends, as

soon as it deems practicable after this Purchase Agreement (this "AGREEMENT")

has been executed and delivered, to resell (the "EXEMPT RESALES") the Securities

in private sales exempt from registration under the Act on the terms set forth

in the Offering Memorandum, as amended or supplemented, solely to (i) persons

whom the Initial Purchaser reasonably believes are "qualified institutional

buyers" ("QIBs"), as defined in Rule 144A under the Act ("RULE 144A"), and (ii)

other eligible purchasers pursuant to offers and sales that occur outside the

United States within the meaning of Regulation S under the Act ("REGULATION S")

(the persons specified in clauses (i) and (ii), the "ELIGIBLE PURCHASERS").



            Holders (including subsequent transferees) of the Securities will

have the registration rights under the registration rights agreement (the

"REGISTRATION RIGHTS AGREEMENT"), between the Issuers and the Initial Purchaser,

to be dated the Closing Date, substantially in the form attached hereto as

Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to

(i) file with the Securities and Exchange Commission (the "COMMISSION") (a) a

registration statement under the Act (the "EXCHANGE OFFER REGISTRATION

STATEMENT") relating to a new issue of debt securities (collectively with the

Private Exchange Notes (as defined in the Registration Rights Agreement), the

"EXCHANGE NOTES" and, together with the Original Notes, the "NOTES")),

guaranteed by the guarantors under the Indenture, to be offered in exchange for

the Original Notes (the "EXCHANGE OFFER") and issued under the Indenture or an

indenture substantially identical to the Indenture and/or (b) under certain

circumstances set forth in the Registration Rights Agreement, a shelf

registration statement pursuant to Rule 415 under the Act (the "SHELF

REGISTRATION STATEMENT" relating to the resale by certain holders of the

Original Notes, (ii) to use their reasonable best efforts to cause the Exchange

Offer Registration Statement and, if applicable, the Shelf Registration

Statement to be declared effective and (iii) to consummate the Exchange Offer,

all with the time periods specified in the Registration Rights Agreement.

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                                      -4-



            This Agreement, the Notes, the Guarantees, the Indenture, the Pledge

Agreement, and the Registration Rights Agreement are hereinafter sometimes

referred to collectively as the "NOTE DOCUMENTS." The Note Documents, the

Mortgage (including the Supplement), the First Mortgage Bonds, the GECC

Amendment, the GECC Intercreditor Agreements, the Receivables Intercreditor

Agreement, the Shareholder Advance Notes amendments, the Security Agreement and

the Subordination Agreement are hereinafter sometimes referred to collectively

as the "TRANSACTION DOCUMENTS." The issuance and sale of the Securities, the

granting of the liens on the Collateral, the issuance and sale of the First

Mortgage Bonds, the entering into of the GECC Amendment, the GECC Intercreditor

Agreements, the Receivables Intercreditor Agreement, the Security Agreement and

the Subordination Agreement, the repayment of the Debt to be Repaid, the

termination of the security interests for the Debt to be Repaid, the perfection

of the security interests for the Notes, the recording of the Mortgage, the

amendment of the Shareholder Advance Notes and the other transactions

contemplated by this Agreement are collectively referred to as the

"TRANSACTIONS."



            2.    Agreements to Sell and Purchase. On the basis of the

representations, warranties and covenants contained in this Agreement, the

Issuers agree to issue and sell to the Initial Purchaser, and on the basis of

the representations, warranties and covenants contained in this Agreement, and

subject to the terms and conditions contained in this Agreement, the Initial

Purchaser agrees to purchase from the Issuers, the entire aggregate principal

amount of the Securities. The aggregate purchase price for the Original Fixed

Rate Notes shall be $644,878,000. The aggregate purchase price for the Original

Floating Rate Notes shall be $150,000,000. The aggregate fees payable to the

Initial Purchasers for purchasing the Original Fixed Rate Notes and the Original

Floating Rate Notes shall be $19,350,000.



            3.    Delivery and Payment. Delivery of, and payment of the purchase

price for, the Securities shall be made at 10:00 a.m., New York time, on March

25, 2004 (such date and time, the "CLOSING DATE") at the offices of Mayer,

Brown, Rowe & Maw LLP, Chicago, Illinois 60603. The Closing Date and the

location of delivery of and the form of payment for the Securities may be varied

by mutual agreement between the Initial Purchaser and the Company.



            The Securities shall be delivered by the Issuers to the Initial

Purchaser (or as the Initial Purchaser directs) through the facilities of The

Depository Trust Company against payment by the Initial Purchaser of the

purchase price therefor by means of wire transfer of immediately available funds

to such account or accounts specified by the Company in accordance with Section

8(h) on or prior to the Closing Date, or by such means as the parties hereto

shall agree prior to the Closing Date. Unless the Company notifies the Initial

Purchaser at least two (2) business days prior to the Closing Date that it has

elected to separately pay the fees payable to the Initial Purchaser for

purchasing the Securities by wire transfer of immediately available funds and

makes arrangements reasonably satisfactory to the Initial Purchaser (which

arrangements shall continue to be satisfactory to the Initial Purchaser at the

time of the payment by the Initial Purchaser of the purchase price for the

Securities) to transfer such fees to the Initial Purchaser concurrently with the

payment by the Initial Purchaser of the purchase price for the Securities, the

Company hereby agrees that the Initial Purchaser may net out the fees payable to

the Initial Purchaser for purchasing the Securities from the purchase price for

the Securities. The Securities shall be evidenced by one or more certificates in

global form registered in such names as the Initial Purchaser may request upon

at least one business day's notice prior to the Closing Date and having an

aggregate principal amount corresponding to the aggregate principal amount of

the Securities.

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                                      -5-



            4.    Agreements of the Issuers. The Issuers jointly and severally,

covenant and agree with the Initial Purchaser as follows:



            (a)   To furnish the Initial Purchaser and those persons identified

      by the Initial Purchaser, without charge, with as many copies of the

      Preliminary Offering Memorandum and the Offering Memorandum, and any

      amendments or supplements thereto, as the Initial Purchaser may reasonably

      request. The Issuers consent to the use of the Preliminary Offering

      Memorandum and the Offering Memorandum, and any amendments and supplements

      thereto, by the Initial Purchaser in connection with Exempt Resales.



            (b)   Not to make any changes or additions to the information

      contained in the Offering Memorandum from the corresponding information

      contained in the Preliminary Offering Memorandum other than (i) changes to

      reflect pricing information with respect to the Securities and (ii) such

      other changes and additions as to which the Initial Purchaser shall have

      consented. Not to amend or supplement the Offering Memorandum prior to the

      Closing Date unless the Initial Purchaser shall previously have been

      advised of such proposed amendment or supplement at least two business

      days prior to the proposed use, and shall not have objected to such

      amendment or supplement in writing.



            (c)   If, prior to the time that the Initial Purchaser has completed

      its distribution of the Securities, any event shall occur that, in the

      judgment of the Issuers or in the judgment of counsel to the Initial

      Purchaser, makes any statement of a material fact in the Offering

      Memorandum, as then amended or supplemented, untrue or that requires the

      making of any additions to or changes in the Offering Memorandum in order

      to make the statements in the Offering Memorandum, as then amended or

      supplemented, in the light of the circumstances under which they are made,

      not misleading, or if it is necessary to amend or supplement the Offering

      Memorandum to comply with all applicable laws, the Issuers shall promptly

      notify the Initial Purchaser of such event and (subject to Section 4(b))

      prepare an appropriate amendment or supplement to the Offering Memorandum

      so that (i) the statements in the Offering Memorandum, as amended or

      supplemented, will not contain any untrue statement of a material fact or

      omit to state any material fact necessary in order to make the statements

      therein, in the light of the circumstances at the time that the Offering

      Memorandum is delivered to prospective Eligible Purchasers, not misleading

      and (ii) the Offering Memorandum will comply with applicable law.



            (d)   To qualify or register the Securities under the securities

      laws of such jurisdictions in the United States and Canada as the Initial

      Purchaser may reasonably request and to continue such qualification in

      effect so long as required for the Exempt Resales. Notwithstanding the

      foregoing, no Issuer shall be required to qualify as a foreign corporation

      in any jurisdiction in which it is not so qualified or to execute a

      general consent to service of process in any such jurisdiction or subject

      itself to taxation in excess of a nominal dollar amount in any such

      jurisdiction where it is not then so subject.

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