Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
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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-3.47 — Articles of Incorporation of Hibbing Taconite Holding Inc.
These Restated Articles of Incorporation supersede and take the place of the existing
Articles of Incorporation of Bethlehem Hibbing Corporation and all amendments thereto.
ARTICLE I
The name of the Corporation is: BETHLEHEM HIBBING CORPORATION.
ARTICLE II
The purposes of the Corporation are general business purposes, including without
limitation:
(a) to carry on the business of searching, drilling, prospecting and otherwise
exploring for, mining, carrying, milling, agglomerating, concentrating, sintering,
beneficiating and otherwise treating, smelting and in any manner refining taconite, as
defined in the statutes of the State of Minnesota now or hereafter in effect;
(b) to buy, lease, contract for and acquire, to own, hold, use, operate and
improve, to lease, mortgage, sell and dispose of, and to deal generally in, any and all
kinds of property, whether real, personal or mixed, or any right or interest therein that
shall be deemed to be convenient for or directly or indirectly to aid, effectuate or develop
the purposes, or any of them, of the Corporation;
(c) to acquire, hold, mortgage, pledge and dispose of shares, bonds, securities
and other evidences of indebtedness of any domestic or foreign corporation, and while the
owner thereof to exercise all the rights, powers and privileges of ownership;
(d) to construct, acquire, lease and operate facilities, buildings and
structures suitable to or in aid of any of the purposes of the Corporation;
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(e) to accept advances of and to borrow money, to issue evidences of
indebtedness for money advanced to the Corporation and borrowed by it, and to secure its
obligations by hypothecation of all or any part of its property;
(f) to be a partner, joint venturer or association member in any business
enterprise;
(g) to do each and every act necessary, suitable, useful or convenient for the
accomplishment of any of the purposes or the attainment of any one or more of the objects
herein enumerated or which shall at any time appear conducive to or expedient for the
protection or benefit of the Corporation and to exercise all authority enjoyed by
corporations generally by virtue of the provisions of the Minnesota Business Corporation Act
or otherwise; and
(h) to engage in any lawful act or activity for which corporations may he formed
under the Minnesota Business Corporation Act, as it may be amended from time to time.
ARTICLE III
The duration of the Corporation shall be perpetual.
ARTICLE IV
The location and post office address of the registered office of the Corporation in the
State of Minnesota is 405 Second Avenue, South, c/o C. T. Corporation System Inc., Minneapolis,
Minnesota55401.
ARTICLE V
The total authorized number of shares shall be 1,000 common shares, and the par value of
each of such shares shall be $1 amounting in the aggregate to $1,000. Such shares are hereby
designated as Common Stock. The Board of Directors shall have the authority to accept or reject
subscriptions for shares of the Corporation and to issue shares of the Corporation upon receipt
of consideration therefor.
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ARTICLE VI
The relative rights, voting powers, preferences and restrictions of such shares are as
provided by the Minnesota Business Corporation Act, as it may be amended from time to time.
ARTICLE VII
The amount of stated capital with which the Corporation will begin business is $1,000.
ARTICLE VIII
The names and post office addresses of the directors of the Corporation at the time of
adoption of these Restated Articles are:
David Adams IV
Martin Tower
Bethlehem, PA
18016
F. S. Dickerson, III
Martin Tower
Bethlehem, PA
18016
D. A. Macdonald
Martin Tower
Bethlehem, PA
18016
R. M. McCann
Martin Tower
Bethlehem, PA
18016
G. L. Millenbruch
Martin Tower
Bethlehem, PA
18016
The term of office of each of such directors shall be one year or until their successors are duly
elected and qualified.
The Board of Directors of the Corporation shall have the power to adopt, amend and repeal
By-laws for the Corporation, except those fixing a quorum for meetings of shareholders,
prescribing procedures for removing directors or filling vacancies in the Board or fixing the
qualifications, classifications, terms of office or number of directors (except that the
directors may adopt or amend any By-law to increase their number), subject to the power of the
shareholders, exercisable in the manner provided in subdivision 3 of Section 302A.181 of the
Minnesota Business Corporation Act, as it may be amended from time to time, to adopt, amend or
repeal such By-laws.
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ARTICLE IX
There shall be no right of cumulative voting for the election of directors of the
Corporation.
ARTICLE X
The holders of shares of the Corporation shall have no preemptive right to subscribe to shares of any
class that may be subsequently issued by the Corporation.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed in its
corporate name by one of its Vice Presidents, and its corporate seal to be hereunto affixed and
attested by one of its Assistant Secretaries this 15th day of April, 1983.
On this 2nd day of December, A.D. 1983, before me personally appeared
A. A. Zimmerman and R. G. Masters, to me known to be respectively a Vice President and an
Assistant Secretary of Bethlehem Hibbing Corporation, who executed the foregoing Certificate of
Restated Articles of Incorporation of Bethlehem Hibbing Corporation and acknowledged that they
executed the same as their free act and deed as such Vice President and Assistant Secretary
respectively.
(notarial seal)
/s/
Notary Public
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
BETHLEHEM HIBBING
CORPORATION, a corporation organized and
existing under and by virtue of the Business
Corporation Act of the State of Minnesota,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written
consent of its members, filed with the minutes of the Board of Directors, adopted a resolution
proposing and declaring advisable the following amendment to the Articles of Incorporation of said
corporation:
RESOLVED, that the Articles of Incorporation of BETHLEHEM HIBBING CORPORATION shall be
amended by changing the First Article thereof so that, as amended, said Article shall be and read
as follows:
“ARTICLE I The name of the Corporation is: Hibbing Taconite Holding Inc.”
SECOND: This Certificate of Amendment effecting the foregoing was duly adopted by the
directors and the stockholders of the corporation in accordance with Sections 302A.239, 302A.441
and 301A.135 of the Business Corporation Act of the State of Minnesota.
IN WITNESS WHEREOF, this Certificate of Amendment of the Articles of Incorporation has been
executed this 8 day of May, 2003 by the undersigned who affirms that the statements made herein are
true and correct.