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ArcelorMittal Finance LLC, et al. – ‘S-4’ on 4/15/08 – EX-3.53

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

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  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-3.53   —   Certificate of Incorporation of Arcelormittal Tow Path Valley Business Park Development Company


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



  exv3w53  

 

EXHIBIT -3.53
CERTIFICATE OF INCORPORATION
OF
TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY
     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”) hereby certifies that:
     FIRST: The name of this Corporation (hereinafter called the “Corporation”) is Tow Path Valley Business Park Development Company.
     SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle (zip code 19801); and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.
     THIRD: The nature of the business and of the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares, all of which are of a par value of ($0.01) each, and all of which are of one class and are designated as Common Stock.
     FIFTH: The name and mailing address of the incorporator are as follows: Joseph Correia, c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.
     SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to

 



 

which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
     SEVENTH: The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.
     EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption.
     NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.
     Executed at New York, New York on Dec. 16, 2002.
         
     
  By:   /s/ Joseph Correia                                   
  Name:     Joseph Correia, Incorporator   
       
 

2



 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF

TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY
     Tow Path Valley Business Park Development Company (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:
     FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation.
     RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:
     FIRST: The name of the Corporation is:
     ArcelorMittal Tow Path Valley Business Park Development Company
     SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.
     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.
         
  TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY
 
 
  By:   /s/ Marc Jeske    
    Name:   Marc R. Jeske   
    Title:   Assistant Secretary   
 

3


Dates Referenced Herein

This ‘S-4’ Filing    Date    Other Filings
Filed on:4/15/08None on these Dates
12/16/02
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Filing Submission 0000950137-08-005416   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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