Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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
ARCELORMITTAL USA INC.
(formerly Ispat Inland Inc.)
TO
THE BANK OF NEW YORK
and
[]
As Trustees
Form
of
Fortieth Supplemental
Indenture
DATED AS OF , 2008
FORM
OF FORTIETH SUPPLEMENTAL INDENTURE dated as of , 2008 (hereinafter sometimes called
the “Supplemental Indenture”), made by ARCELORMITTAL USA INC. (formerly Ispat Inland Inc.), a
corporation organized and existing under the laws of the State of Delaware (hereinafter sometimes
called the “Company”), party of the first part, to THE BANK OF NEW YORK, a New York banking
corporation having its office in the City of New York, State of New York (hereinafter sometimes
called the “Corporate Trustee”), and
[]
(hereinafter sometimes called the “Individual Trustee”), as Trustees under the First Mortgage from
the Company to First Trust and Savings Bank and Melvin A. Traylor, as Trustees, dated April 1,
1928, parties of the second part (the Corporate Trustee and the Individual Trustee being
hereinafter collectively sometimes called the “Trustees”);
WHEREAS, the Company (originally known as “Inland Steel Company”) heretofore executed and
delivered to First Trust and Savings Bank and Melvin A. Traylor, as Trustees (the Corporate Trustee
being the successor corporate trustee to said First Trust and Savings Bank and the Individual
Trustee being the successor individual trustee to said Melvin A. Traylor), its First Mortgage
Indenture, dated April 1, 1928 (the term “First Mortgage” wherever used herein meaning and
including, unless the context shall otherwise require, said First Mortgage Indenture, dated April
1, 1928, as amended, and all indentures supplemental thereto), to secure the payment of the
principal of and interest on bonds of the Company to be known as the “First Mortgage Bonds” of the
Company (hereinafter sometimes called the “Bonds”); and
WHEREAS, the Company has outstanding $500,000,000 of 6.5% Senior Notes due 2014 (hereinafter
sometimes called the “ISG Bonds”) issued under an Indenture dated as of April 14, 2004, as
supplemented (hereinafter sometimes called the “ISG Indenture”) by and among the Company (then
known as International Steel Group Inc.), the Guarantors referred to therein (hereinafter sometimes
called the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee; and
WHEREAS, the Company now desires that each of the Guarantors enters into a Guarantee in favor
of the Trustee under which each of them will guarantee the payment and performance of the
obligations of the Company under the Bonds; and
WHEREAS, ArcelorMittal Financial Services LLC, a Delaware limited liability company and
affiliate of the Company (hereinafter sometimes called the “Issuer”), as successor to Ispat Inland
ULC, a Nova Scotia unlimited liability company, is currently obligated as issuer under $422,500,000
aggregate principal amount of 93/4% Senior Secured Notes due 2014 (hereinafter sometimes called the
“Senior Secured Notes”) under an Indenture dated as of March 25, 2004 (hereinafter, as it may be
amended, modified or supplemented from time to time, sometimes called the “Senior Secured Note
Indenture”) among the Issuer, the Company, the other guarantors named therein and LaSalle Bank
National Association, as trustee (hereinafter sometimes called the “Senior Secured Note Trustee”);
and
WHEREAS, there have heretofore been authenticated and delivered by the Corporate Trustee under
the First Mortgage $650,000,000 of Series Z First Mortgage Bonds due 2014 (the “Series Z Bonds”);
and
1
WHEREAS, $127,500,000 of the Series Z Bonds were duly purchased and retired, or were duly
called for redemption and funds sufficient to redeem the same were duly deposited with the
Corporate Trustee under the First Mortgage; and
WHEREAS, the Series Z Bonds provide by their terms that the Series Z Bonds bear interest at a
rate per annum equal to (i) the amount of interest, fees, charges and expenses payable with respect
to the Senior Secured Notes plus (ii) additional interest on the Senior Secured Notes in the amount
of 0.50% per annum (herein, “Additional Interest”); provided, however, that the Additional Interest
payable under the foregoing clause (ii) shall not be payable from and after the occurrence of a
“Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note Indenture); and
WHEREAS, a “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note
Indenture) has occurred; and
WHEREAS, as a result of the Permitted Finco Collapse Transaction, the Series Z Bonds are held
by the Issuer, subject to the prior pledge thereof to the Senior Secured Note Trustee as collateral
security under the Senior Secured Note Indenture; and
WHEREAS, the Company, the Issuer, certain guarantors and the Senior Secured Note Trustee have
entered into a supplemental indenture to the Senior Secured Note Indenture which, among other
things, added to the Senior Secured Note Indenture a definition of “Permitted Finco Reconstitution
Transaction” and amended the definition of “Permitted Finco Collapse Transaction” in the Senior
Secured Note Indenture; and
WHEREAS, in connection with such amendments to the Senior Secured Note Indenture, the Company
and the Issuer wish under this Supplemental Indenture to amend the outstanding Series Z Bonds and
the form of Series Z Bond set forth in the Thirty-Eighth Supplemental Indenture to the First
Mortgage, and the Issuer as the holder of the Series Z Bonds desires to consent to such amendments;
and
WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of each of the Company, the Issuer, the Corporate Trustee and the Individual
Trustee;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Issuer, the Corporate
Trustee and the Individual Trustee mutually covenant and agree for the equal and ratable benefit of
the holders of the Bonds as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1. Defined Terms. As used in this Supplemental Indenture, terms defined in
the First Mortgage or in the preamble or recital hereto are used herein as therein defined. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this
2
Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.
ARTICLE TWO
AMENDMENTS
SECTION 1. The Series Z Bonds and the certificate of authentication of the Corporate Trustee
to be endorsed upon all Series Z Bonds are hereby amended in their entirety to be substantially in
the following form, with appropriate omissions, insertions and variations as in the First Mortgage,
in the Thirty-Eighth Supplemental Indenture and in this Supplemental Indenture provided or
permitted:
EXCEPT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (AS DEFINED IN
THE SENIOR SECURED NOTE INDENTURE REFERRED TO BELOW), THIS BOND IS NOT TRANSFERABLE TO ANY PERSON
OTHER THAN A SUCCESSOR TRUSTEE UNDER THE INDENTURE DATED AS OF MARCH 25, 2004, AS SUPPLEMENTED,
AMONG ARCELORMITTAL FINANCIAL SERVICES LLC (THE “ISSUER”), THE COMPANY, THE OTHER GUARANTORS NAMED
THEREIN, AND LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE (TOGETHER WITH ANY SUCCESSORS UNDER SUCH
INDENTURE, THE “SENIOR SECURED NOTE TRUSTEE”) (SUCH INDENTURE, AS AMENDED, MODIFIED OR SUPPLEMENTED
FROM TIME TO TIME, THE “SENIOR SECURED NOTE INDENTURE”).
ARCELORMITTAL USA INC., a Delaware corporation formerly known as “Ispat Inland Inc.”
(hereinafter called the “Company”), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Million Dollars ($,000,000) in whole or in part on such date or dates as
the Issuer has any obligation to purchase or repay a like principal amount of the Fixed Rate Notes
(as defined in the Senior Secured Note Indenture) issued on March 25, 2004 under the Senior Secured
Note Indenture (together with premium in an amount equal to the amount of premium payable on the
Fixed Rate Notes on such date or dates), but not later than April 1, 2014, and to pay interest on
the unpaid principal amount hereof to the registered owner hereof or its designees at said place or
places at such rate or rates per annum on each interest payment date (as hereinafter defined) as
shall cause the amount of interest payable on such interest payment date on this Series Z Bond to
equal (i) the amount of interest, fees, charges and expenses payable on such interest payment date
with respect to the Fixed Rate Notes issued on
3
March 25, 2004 under the Senior Secured Note Indenture plus (ii) after a “Permitted Finco
Reconstitution Transaction” (as defined in the Senior Secured Note Indenture) has occurred, but
prior to the subsequent occurrence of a “Permitted Finco Collapse Transaction” (as defined in the
Senior Secured Note Indenture), additional interest in the amount of 1.00% per annum (herein,
“Additional Interest”) plus (iii) in the event that any portion of this Series Z Bond is prepaid
prior to April 1, 2014, an amount equal to the sum of the loan finance fees of the Issuer from the
2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the
portion of this Series Z Bond so prepaid plus the amount of transaction costs incurred in respect
of any “Permitted Finco Collapse Transaction” (as defined in the Senior Secured Note
Indenture as in effect on December 31, 2007) or “Permitted Finco Reconstitution Transaction” (as
defined in the Senior Secured Note Indenture) occurring on or prior to such date and which, at the
time of repayment, are unrecovered (i.e., unamortized), as shown on the books and records
of the Issuer; provided, however, that the Additional Interest payable under the foregoing clause
(ii) shall not be payable from and after the occurrence of a “Permitted Finco Collapse Transaction”
(as defined in the Senior Secured Note Indenture) unless a “Permitted Finco Reconstitution
Transaction” (as defined in the Senior Secured Note Indenture) has occurred after such Permitted
Finco Collapse Transaction has occurred. Such interest shall be payable on the same dates as
interest with respect to the Fixed Rate Notes is payable from time to time pursuant to the Senior
Secured Note Indenture (each such date hereinafter called an “interest payment date”), until
maturity of this Series Z Bond, or, if the Company shall default in the payment of principal due on
this Series Z Bond, until such principal and interest shall have been paid in full and the
Company’s obligations with respect thereto discharged as provided in the First Mortgage (as
hereinafter defined). The amount of interest and fees and types of charges and expenses payable
from time to time with respect to the Fixed Rate Notes under the Senior Secured Note Indenture, the
basis on which such amounts are computed and the dates on which such amounts are payable are set
forth in the Senior Secured Note Indenture. Payments of the principal of and interest on this bond
will be made at the office or agency of the Company in the Borough of Manhattan, The City of New
York, State of New York, or, at the option of the registered holder hereof, at the office or agency
of the Company in the City of Chicago, State of Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private
debts; provided, however, that at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall appear in the Bond
register.
This bond is one of the Bonds of Series Z of an issue of registered bonds of the Company,
known as its First Mortgage Bonds and herein termed the “Bonds,” all issued and to be issued under,
and equally secured by, an indenture of mortgage and deed of trust, dated April 1, 1928, made by
the Company to First Trust and Savings Bank and Melvin A. Traylor, as Trustees (The First National
Bank of Chicago and John G. Finley, Successor Trustees), herein sometimes termed the “First
Mortgage.” The term “First Mortgage” wherever used herein shall, unless the context shall
otherwise require, be deemed to include the First Mortgage as amended and all indentures
supplemental to the First Mortgage, including the Thirty-Eighth Supplemental Indenture dated as of
March 25, 2004 (hereinafter called the “Thirty-Eighth Supplemental Indenture”), the Thirty-Ninth
Supplemental Indenture dated as of December 31, 2005 and the Fortieth Supplemental Indenture dated
as of , 2008. The Fourth Supplemental Indenture dated December 16, 1935, the Fifth
Supplemental Indenture dated January 15, 1936, the Eighth Supplemental Indenture dated as of
January 15, 1937, the Ninth Supplemental
4
Indenture dated as of March 1, 1940, the Tenth Supplemental Indenture dated as of March 15,
1940, the Twelfth Supplemental Indenture dated as of November 1, 1946, the Fifteenth Supplemental
Indenture dated as of March 1, 1952, the Sixteenth Supplemental Indenture dated as of July 1, 1956,
the Seventeenth Supplemental Indenture dated as of July 1, 1957, the Eighteenth Supplemental
Indenture dated as of January 15, 1959, the Nineteenth Supplemental Indenture dated as of December
1, 1967, the Twenty-First Supplemental Indenture dated as of July 15, 1970, and the Twenty-Second
Supplemental Indenture dated as of April 15, 1974, made by the Company to the Trustees under the
First Mortgage, provide, among other things, for certain amendments of the First Mortgage or
indentures supplemental thereto. The Twenty-Fourth Supplemental Indenture dated as of January 15,
1977, the Restated Twenty-Fifth Supplemental Indenture dated as of February 1, 1977, the
Twenty-Sixth Supplemental Indenture dated as of May 15, 1978, the Twenty-Seventh Supplemental
Indenture dated as of June 1, 1980, the Twenty-Eighth Supplemental Indenture dated as of October
15, 1980, the Twenty-Ninth Supplemental Indenture dated as of December 1, 1982, and the
Thirty-First Supplemental Indenture, made by the Company to the Trustees under the First Mortgage,
provide, among other things, for the future modification of certain provisions of the First
Mortgage without any further vote or consent on the part of the holders of the respective Series of
Bonds, including this bond, created by such supplemental indentures. For a description of the
properties mortgaged and pledged, the nature and extent of the security, and the terms and
conditions upon which the Bonds are secured, reference is made to the First Mortgage. The
aggregate principal amount of the Bonds which may be issued under the First Mortgage is not
limited, but the aggregate principal amount of the Bonds of Series Z, when taken together with the
aggregate principal amount of the Series Y Bonds, is limited to $900,000,000, the issuance of which
bonds is provided for in the Thirty-Eighth Supplemental Indenture.
In case an event of default as defined in the First Mortgage shall occur, the principal of the
Bonds may become or be declared due and payable, in the manner and with the effect provided in the
First Mortgage.
Bonds of Series Z are issuable only in fully registered form in denominations of $1,000 and
multiples thereof.
No recourse shall be had for the payment of the principal of or interest on this bond or any
part hereof or for any claim based hereon or otherwise in respect hereof or of the indebtedness
represented hereby or of the First Mortgage, against any subscriber, incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or indirectly through the Company or any successor corporation,
whether by virtue of any statute or constitutional provision or by the enforcement of any
assessment or otherwise, all such liability being by the acceptance hereof and as part of the
consideration for the issue hereof expressly waived and released and being likewise waived and
released by the terms of the First Mortgage.
Except after the occurrence and during the continuance of an Event of Default (as defined in
the Senior Secured Note Indenture), this Series Z Bond is nontransferable except to effect transfer
to the Senior Secured Note Trustee under the Senior Secured Note Indenture, but is exchangeable by
the registered holder hereof, in person or by attorney duly authorized, at the office or agency of
the Company in the Borough of Manhattan, The City of New York, State of
5
New York, or at the office or agency of the Company, in the City of Chicago, State of
Illinois, upon surrender and cancellation of this Series Z Bond, and upon any such transfer or
exchange one or more new registered Series Z Bonds, without coupons, of authorized denominations,
will be issued to the authorized transferee, or the registered holder, as the case may be, as
provided in the First Mortgage. A service charge will not be made for nay transfer or exchange of
Series Z Bonds, but the Company may require payment of a sum sufficient to cover any stamp tax or
other governmental charge payable in connection therewith.
The person in whose name this bond is registered shall be deemed and be regarded as the owner
hereof for all purposes.
This bond shall not be entitled to any benefit under the First Mortgage and shall not become
valid or obligatory for any purpose, until it shall have been authenticated by the execution by the
Corporate Trustee under the First Mortgage of the certificate hereon endorsed.
IN WITNESS WHEREOF, ArcelorMittal USA Inc. has caused this bond to be signed in its name by
its President or one of its Vice Presidents, and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant Secretaries.
Dated: , 20
ARCELORMITTAL USA INC.
Attested:
By
By
Assistant Secretary
President
(Form of Corporate Trustee’s certificate of Authentication)
This bond is one of the bonds described in the within-mentioned First Mortgage.
THE BANK OF NEW YORK,
Corporate Trustee
By
Authorized Officer
(End of Series Z Bond Form)
SECTION 2. The Corporate Trustee is hereby authorized and directed to authenticate and deliver
a replacement Series Z Bond, in a principal amount of $422,500,000, in amended form upon surrender
by the holder thereof of the outstanding Series Z Bond in the unamended form.
6
ARTICLE THREE
THE TRUSTEES
SECTION 1. The Trustees hereby accept and enter into this Supplemental Indenture and the
trusts hereby created.
SECTION 2. The Trustees shall be entitled, in connection with this Supplemental Indenture, to
all of the exemptions and immunities granted to them, or either of them, by the terms of the First
Mortgage.
ARTICLE FOUR
EFFECT OF THIS SUPPLEMENTAL INDENTURE ON THE FIRST MORTGAGE
The provisions of this Supplemental Indenture shall become effective immediately upon the
execution and delivery of this Supplemental Indenture and the First Mortgage shall thereupon be
deemed to be amended as set forth in this Supplemental Indenture, as fully and with the same effect
as if the respective provisions of the First Mortgage, as amended by this Supplemental Indenture,
had been set forth in said First Mortgage Indenture, dated April 1, 1928, as originally executed.
Anything contained in this Supplemental Indenture to the contrary notwithstanding, however, no
amendment of the First Mortgage made by this Supplemental Indenture shall affect, or so operate as
to render invalid and improper, any action heretofore taken under the First Mortgage.
ARTICLE FIVE
MISCELLANEOUS
SECTION 1. This Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York.
SECTION 2. Except as specifically amended or supplemented by this Supplemental Indenture, all
of the provisions of the First Mortgage (including, without limitation, the provision of the
Thirty-Eighth Supplemental Indenture) shall remain and continue in full force and effect and
unaffected by the execution of this Supplemental Indenture.
SECTION 3. This Supplemental Indenture shall be construed in connection with, and as a part
of, the First Mortgage, and the covenants hereof shall be deemed, as to the subject matter of such
covenants, covenants of the First Mortgage.
SECTION 4. This Supplemental Indenture may be executed in two or more counterparts, each of
which shall be and shall be taken to be an original, and all collectively but one instrument.
7
IN WITNESS WHEREOF, the parties hereby have caused this Supplemental Indenture to be duly
executed as of the date first above written.
ARCELORMITTAL USA INC.
(formerly, Ispat Inland Inc.)
By:
Name:
Title:
ATTEST:
By:
Name:
Title: Assistant Secretary
Signed, sealed and delivered by
ArcelorMittal USA Inc. in the
presence of:
8
ARCELORMITTAL FINANCIAL SERVICES LLC,
as holder of
the Series Z Bonds
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
Signed, sealed and delivered by
ArcelorMittal Financial Services LLC in the
presence of:
THE BANK OF NEW YORK,
as Corporate
Trustee
By
Name:
Title:
ATTEST:
Trust Officer
Signed, sealed and delivered by
The Bank of New York in the
presence of:
[] Trustee
Signed and delivered by
[] in the presence of:
STATE OF ILLINOIS
)
)
SS.
COUNTY OF COOK
)
I,
, a Notary Public in
and for the county and State aforesaid,
DO HEREBY CERTIFY that on this day of , 2008 before me personally came and
appeared in person, , , and ,
Assistant Secretary, respectively, of ArcelorMittal USA Inc., one of the corporations described in
the within, annexed and foregoing indenture, each to me personally known and personally known to me
to be the and Assistant Secretary, respectively,
of said ArcelorMittal USA Inc.,
and personally known to me to be the same persons whose names are subscribed to said indenture, who
subscribed the same in my presence and who severally acknowledged, and, being by me severally duly
sworn, deposed and said: That said
resides in , in the State
of , and that he is a
of said
ArcelorMittal USA Inc., one of the
corporations described in and which executed the foregoing indenture; that said
resides in , in the State of ,
and that he is
Assistant Secretary of said ArcelorMittal USA Inc., one of the corporations described in and which
executed the foregoing indenture; that they know the seal of said corporation; that the seal
affixed said indenture is such corporate seal; that said indenture was executed in behalf of said
corporation by authority of its board of directors; that said seal was so affixed by authority of
the board of directors of said corporation; that they did sign their respective names thereto by
like authority; and they further severally acknowledged to me the signing, sealing and delivering
of said indenture, and said indenture itself, to be the free and voluntary act and deed of said
ArcelorMittal USA Inc., and of themselves as such officers thereof, for the uses and purposes
therein set forth.
GIVEN under my hand and official seal this day of , 2008.
,
a resident of
County,
Notary Public
My commission expires
STATE OF ILLINOIS
COUNTY OF COOK
)
)
)
SS.
I,
, a Notary Public in and for the county
and State aforesaid,
DO HEREBY CERTIFY that on this day of
, 2008 before me personally came and
appeared in person, , , and ,
Assistant Secretary, respectively, of ArcelorMittal Financial Services LLC, one of the limited
liability companies described in the within, annexed and foregoing indenture, each to me personally
known and personally known to me to be the and , respectively, of said
ArcelorMittal Financial Services LLC, and personally known to me to be the same persons whose names
are subscribed to said indenture, who subscribed the same in my presence and who severally
acknowledged, and, being by me severally duly sworn, deposed and said: That said
resides in , in the State of , and that he is a
of said ArcelorMittal Financial Services LLC, one of the limited liability
companies described in and which executed the foregoing indenture; that said
resides in ,
in the State of
, and that he is of said
ArcelorMittal Financial Services LLC, one of the limited liability companies described in and which
executed the foregoing indenture; that they know the seal of said corporation; that the seal
affixed said indenture is such corporate seal; that said indenture was executed in behalf of said
limited liability company by authority of its management committee; that said seal was so affixed
by authority of the management committee of said limited liability company; that they did sign
their respective names thereto by like authority; and they further severally acknowledged to me the
signing, sealing and delivering of said indenture, and said indenture itself, to be the free and
voluntary act and deed of said ArcelorMittal Financial Services LLC, and of themselves as such
officers thereof, for the uses and purposes therein set forth.
GIVEN
under my hand and official seal this day of , 2008.
,
a resident of County,
Notary Public
My commission expires
STATE OF NEW YORK
)
)
SS.
COUNTY OF
)
I,
, a Notary Public in and for the County
and State aforesaid, DO
HEREBY CERTIFY that on this day of , 2008, before me personally came and appeared in
person, , a
, and ,
a Trust Officer, respectively,
of The Bank of New York, one of the corporations described in the within, annexed and foregoing
indenture, each to me personally known and personally known to me to be a
and a Trust
Officer, respectively, of said The Bank of New York, and personally known to me to be the same
persons whose names are subscribed to said indenture, who subscribed the same in my presence and
who severally acknowledged, and, being by me severally duly sworn, deposed and said: That said
resides in
in the State of , and that
(s)he is a of said The Bank of New York, one of the corporations described in and which
executed the foregoing indenture; that said resides in
, in the State of
, and that (s)he is a Trust Officer of said The
Bank of New York, one of the corporations described in and which executed the foregoing indenture;
that they know the seal of said corporation; that the seal affixed to said indenture is such
corporate seal; that said indenture was executed in behalf of said corporation by authority of its
By-Laws; that said seal was so affixed by authority of the By-Laws of said corporation; that they
did sign their respective names thereto by like authority; and they further severally acknowledged
to me the signing, sealing and delivering of said indenture, and said indenture itself, to be the
free and voluntary act and deed of said The Bank of New York, and of themselves as such officers
thereof, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 2008.
,
a resident of County,
Notary Public
My commission expires
STATE OF NEW YORK
COUNTY OF
)
)
)
SS.
I,
, a Notary Public in
and for the County and State aforesaid, DO
HEREBY CERTIFY that on this day of , 2008 before me personally came and appeared in
person [], to me personally known and personally known to me to be the
person described
in, and who executed, and the same person whose name is subscribed to, the within,
annexed and
foregoing indenture, and acknowledged the execution of, and that he signed, executed
and delivered
said indenture as his free and voluntary act and deed for the uses and purposes
therein set forth.
GIVEN under my hand and official seal this day of , 2008.
,
a resident of County,
Notary Public
My commission expires
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social
Security number in this documents, unless required by law.
J. Trent Anderson
This instrument was prepared by:
J. Trent Anderson
Mayer Brown LLP
71 South Wacker Drive Chicago, Illinois60606
Dates Referenced Herein and Documents Incorporated by Reference
