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
EX-3.10 — By-Laws of Arcelormittal Usa Incoal Inc.
Section 1. The registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section 2. The corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in
Chicago, Illinois, at such place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Delaware as shall be designated from time to
time by the board of directors and stated in the notice of the meeting. Meetings of stockholders
for any other purpose may be held at such time and place, within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1976, shall be held on
the first Tuesday in April, if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 10:00 a.m., or at such other date and time as shall be designated from
time to time by the board of directors and stated in the notice of the meeting, at which they shall
elect by a plurality vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called by the president and
shall be called by the president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. The holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 8. When a quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 9. Unless otherwise specifically provided by statute or the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote
for each share of the capital stock having voting power held by such stockholder.
Section 10. Each stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
-2-
Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to
be taken for or in connection with any corporate action, by any provision of the statutes, the
meeting and vote of stockholders may be dispensed with if all of the stockholders who would have
been entitled to vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or if the certificate of incorporation authorizes the action to be
taken with the written consent of the holders of less than all of the stock who would have been
entitled to vote upon the action if a meeting were held, then on the written consent of the
stockholders having not less than such percentage of the number of votes as may be authorized in
the certificate of incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by statute for the
proposed corporate action, and provided that prompt notice must be given to all stockholders of the
taking of corporate action without a meeting and by less than unanimous written consent.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be three. The
directors shall be elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his successor is elected and
qualified, or until his earlier resignation or removal. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and any director so chosen shall hold office
until the next annual election and until his successor is duly elected and shall qualify, or until
his earlier resignation or removal. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten per cent of the total
number of the shares at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by its board of directors which
may exercise all such powers of the corporation and do all such lawful acts and things as are not
by statute or by the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
-3-
Section 5. The first meeting of each newly elected board of directors shall be held at such
time and place as shall be fixed by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may he held without notice at such time
and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on two days’ notice to
each director, either personally or by mail or by telegram; special meetings shall be called by the
president or secretary in like manner and on like notice on the written request of two directors.
Section 8. At all meetings of the board a majority of the directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws,
any action required or permitted to be taken at any meeting of the board of directors or of any
committee thereof may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws,
members of the board of directors, or any committee designated by the board, may participate in a
meeting of the board or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in person at such
meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee; provided,
however, that, if the resolution of the board of directors so provides, in the absence or
disqualification of any such member or alternate member of such committee or
-4-
committees, the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or disqualified member
or alternate member. Any such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it, but no such committee shall have the
power or authority in reference to amending the certificate of incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation’s property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution or amending the by-laws of the
corporation; and, unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time by resolution
adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. The directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any director or stockholder,
such notice shall be in writing and shall be given in person or by mail to such director or
stockholder. If mailed, such notice shall be addressed to such director or stockholder at his
address as it appears on the records of the corporation, with postage thereon prepaid, and shall be
deemed to be given at the time when the same shall be deposited in the United States mail. Notice
to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or
of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
-5-
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall
be a president, a vice-president, a secretary and a treasurer. The board of directors may also
choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate of incorporation or
these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem
desirable who shall hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers of the corporation shall be fixed by the board of
directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer elected or appointed by the board of directors may be removed at any time
by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors, shall have general and
active management of the business of the corporation and shall see that all orders and resolutions
of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation; he shall vote all shares of
stock of any other corporation standing in the name of this corporation except where the voting
thereof shall be expressly delegated by the board of directors to some other officer or agent of
the corporation; and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to time.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act,
the vice-president (or in the event there be more than one vice-president, the vice-presidents in
the order designated, or in the absence of any designation, then in the order of their election),
shall perform the duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall perform such
-6-
other duties and have such other powers as the board of directors may from time to time
prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the seal of the
corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries
in the order determined by the board of directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors may from time to
time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to the president and the
board of directors, when the president or board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the duties of his office and
for the restoration to the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the treasurer
-7-
and shall perform such other duties and have such other powers as the board of directors may
from time to time prescribe.
ARTICLE VI
INTERESTED DIRECTORS AND OFFICERS
Section 1. No contract or transaction between the corporation and one or more of its directors
or officers, or between the corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board of directors or a
committee thereof which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the board of directors or the committee, and the
board or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the stockholders;
or
(c) The contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which authorizes the contract or transaction.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The corporation shall indemnify each director and each officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
-8-
believe his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) The corporation shall indemnify each director and each officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the fact that he is or was
a director or officer of the corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter as to which such
director or officer shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a person who is or was a director, officer, employee or agent of the
corporation, or of any other corporation, partnership, joint venture, trust or other enterprise
with which he is or was serving in such capacity at the request of the corporation, has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
paragraphs (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable but a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil, criminal, administrative or investigative action,
suit or proceeding, or threat thereof, may be paid by the corporation to a director or officer in
advance of the final disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he shall be indemnified
by the corporation.
-9-
(f) The indemnification provided by this Article shall not be deemed exclusive of any other
rights to which a director or officer seeking indemnification may be entitled under any statute,
provision in the corporation’s certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(g) The corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against such liability under the
provisions of this Article.
(h) For the purposes of this Article, references to “the corporation” include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this Article with respect
to the resulting or surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
(i) The invalidity or unenforceability of any provision in this Article shall not affect the
validity or enforceability of the remaining provisions of this Article.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation, by the president or a vice-president (or by the
chairman or the vice-chairman of the board of directors, if the corporation has such officers) and
by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Section 2. Any of or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation alleged
-10-
to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same in such manner as
it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may he made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
ARTICLE IX
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of
the certificate of incorporation, if any, may be declared by the board of directors at
-11-
any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall be signed by
such officer or officers or such other person or persons as the board of directors may from time to
time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall end on December 31.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by the board
of directors at any meeting of the board.
