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-3.3 — Limited Liability Company Operating Agreement
LIMITED LIABILITY COMPANY AGREEMENT
OF
ARCELORMITTAL FINANCIAL SERVICES LLC
The undersigned member (the “Undersigned Member”) hereby forms a limited liability
company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §
18-101, etseq. (the “Act”), and hereby declares the following to be the
Limited Liability Company Agreement (the “Agreement”) of such limited liability company:
1. Name. The name of the limited liability company formed hereby (the
“Company”) is ArcelorMittal Financial Services LLC.
2. Purpose. The Company is formed for the object and purpose of, and the nature of
the business to be conducted and promoted by the Company is, engaging in any lawful act or activity
for which limited liability companies may be formed under the Act and engaging in any and all
activities necessary or incidental to the foregoing.
3. Registered Office. The registered office of the Company in the State of Delaware
is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware19801.
4. Registered Agent. The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware are The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware19801.
5. Powers of the Company. The Company shall have the power and authority to take any
and all actions necessary, appropriate, advisable, convenient, or incidental to or for the
furtherance of, the purpose set forth in Section 2.
6. Rights or Powers of Undersigned Member. The Undersigned Member shall not have any
right or power to take part in the management or control of the Company or its business and affairs
or to act for or bind the Company in any way. Notwithstanding the foregoing, the Undersigned
Member has all the rights and powers specifically set forth in this Agreement and, to the extent
not inconsistent with this Agreement, in the Act.
7. Admission. Upon the execution and delivery of this Agreement, the Undersigned
Member shall be admitted as the sole member of the Company. The name and address of the
Undersigned Member is as follows:
ArcelorMittal Holdings Inc.
1 South Dearborn Street
19th Floor Chicago, IL60603
8. Capital Contributions. The Undersigned Member agrees to make a capital
contribution of $1,000 to the Company (its “Capital Contribution”). The Undersigned Member
is not required to make any contribution of property or money to the Company in excess of its
Capital Contribution.
9. Management.
(a) The management of the Company shall be vested in the committee of Managers (the
“Management Committee”) designated by the Undersigned Member as provided in Section
9(c) hereof.
(b) The number of Managers on the Management Committee shall be three unless otherwise
provided herein. The initial Managers of the Company shall be as set forth on Exhibit A
hereto.
(c) A Manager shall remain in office until removed by the Undersigned Member. The Undersigned
Member shall designate Managers other than the initial Managers listed on Exhibit A hereto,
by delivering to the Company a written statement designating such Managers and setting forth such
Managers’ business address and telephone number. The Undersigned Member, by signing this
Agreement, hereby designates the Persons identified on Exhibit A hereto as Managers of the
Company until their successors are designated or appointed.
(d) A Manager may be removed at any time, with or without cause, by the written notice of the
Undersigned Member, delivered to the Company, demanding such removal and designating the Person who
shall fill the position of the removed Manager.
(e) In the event any Manager dies or is unwilling or unable to serve as such or is removed
from office, the Undersigned Member shall promptly designate a successor to such Manager.
(f) Each Manager shall have one (1) vote. Except as otherwise provided in this Agreement, the
Management Committee shall act by the affirmative vote of a majority of the total number of members
of the Committee.
(g) Each Manager shall perform his duties as a Manager in good faith, in a manner he
reasonably believes to be in the best interests of the Company, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances. A person who so performs
his duties shall not have any liability by reason of being or having been a Manager of the Company.
(h) The Management Committee shall have the power to delegate authority to such committees of
Managers, officers, employees, agents and representatives of the
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Company as it may from time to time deem appropriate. Any delegation of authority to take any
action must be approved in the same manner as would be required for the Management Committee to
approve such action directly.
(i) A Manager shall not be liable under a judgment, decree or order of court, or in any other
manner, for a debt, obligation, or liability of the Company.
10. Meetings of the Management Committee.
(a) The Management Committee shall hold regular meetings no less frequently than once every
quarter and shall establish meeting times, dates and places and requisite notice requirements (not
shorter than those provided in Section 10(b)) and adopt rules or procedures consistent with
the terms of this Agreement. Unless otherwise approved by the Management Committee, each regular
meeting of the Management Committee will be held at the Company’s principal place of business. At
such meetings the Management Committee shall transact such business as may properly be brought
before the meeting, whether or not notice of such meeting referenced the action taken at such
meeting.
(b) Special meetings of the Management Committee may be called by any Manager. Notice of each
such meeting shall be given to each Manager on the Management Committee by telephone, telecopy,
telegram or similar method (in each case, notice shall be given at least seventy-two (72) hours
before the time of the meeting) or sent by first-class mail (in which case notice shall be given at
least five (5) days before the meeting), unless a longer notice period is established by the
Management Committee. Each such notice shall state (i) the time, date, place (which shall be at
the principal office of the Company unless otherwise agreed to by all Managers) or other means of
conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than
those specified in the notice may be considered at any special meeting unless unanimously approved
by the Managers. Any Manager may waive notice of any meeting in writing before, at, or after such
meeting. The attendance of a Manager at a meeting shall constitute a waiver of notice of such
meeting, except when a Manager attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not properly called.
(c) Any action required to be taken at a meeting of the Management Committee, or any action
that may be taken at a meeting of the Management Committee, may be taken at a meeting held by means
of conference telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a meeting shall constitute
presence in person at such meeting.
(d) Notwithstanding anything to the contrary in this Section 10, the Management
Committee may take without a meeting any action that may be taken by the Management Committee under
this Agreement if such action is approved by the unanimous written consent of the Managers.
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11. Management Committee Powers. Except as otherwise provided in this Agreement, all
powers to control and manage the business and affairs of the Company shall be exclusively vested in
the Management Committee and the Management Committee may exercise all powers of the Company and do
all such lawful acts as are not by statute, the Certificate of Formation of the Company (the
“Certificate”) or this Agreement directed or required to be exercised or done by the
Members and in so doing shall have the right and authority to take all actions which the Management
Committee deems necessary, useful, or appropriate for the management and conduct of the business,
including exercising the following specific rights and powers:
(i) Conduct its business, carry on its operations, and have and exercise the powers
granted by the Act in any state, territory, district, or possession of the United States,
or in any foreign country, which may be necessary or convenient to effect any or all of the
purposes for which it is organized;
(ii) Acquire by purchase, lease, or otherwise any real or personal property which may
be necessary, convenient, or incidental to the accomplishment of the purposes of the
Company;
(iii) Operate, maintain, finance, improve, construct, own, grant operations with
respect to, sell, convey, assign, mortgage, and lease any real estate and any personal
property necessary, convenient, or incidental to the accomplishment of the purposes of the
Company;
(iv) Execute any and all agreements, contracts, documents, certifications, and
instruments necessary or convenient in connection with the management, maintenance, and
operation of the business of the Company, or in connection with managing the affairs of the
Company, including, executing amendments to this Agreement and the Certificate in
accordance with the terms of this Agreement, both as Managers and, if required, as
attorney-in-fact for the Members pursuant to any power of attorney granted by the Members
to the Managers;
(v) Borrow money and issue evidences of indebtedness necessary, convenient, or
incidental to the accomplishment of the purposes of the Company, and secure the same by
mortgage, pledge, or other lien on any Company assets;
(vi) Execute, in furtherance of any or all of the purposes of the Company, any deed,
lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or
other instrument purporting to convey or encumber any or all of the Company assets;
(vii) Prepay in whole or in part, refinance, recast, increase, modify, or extend any
liabilities affecting the assets of the Company and in connection therewith execute any
extensions or renewals of encumbrances on any or all of such assets;
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(viii) Care for and distribute funds to the Members by way of cash income, return of
capital, or otherwise, all in accordance with the provisions of this Agreement, and perform
all matters in furtherance of the objectives of the Company or this Agreement;
(ix) Engage in any kind of activity and perform and carry out contracts of any kind
(including contracts of insurance covering risks to Company assets and Manager liability)
necessary or incidental to, or in connection with, the accomplishment of the purposes of
the Company, as may be lawfully carried on or performed by a limited liability company
under the laws of each state in which the Company is then formed or qualified;
(x) Take, or refrain from taking, all actions, not expressly proscribed or limited by
this Agreement, as may be necessary or appropriate to accomplish the purposes of the
Company;
(xi) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other
judicial or administrative proceedings brought on or in behalf of, or against, the Company,
the Members or any Manager in connection with activities arising out of, connected with, or
incidental to this Agreement, and to engage counsel or others in connection therewith;
(xii) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote,
use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and
deal in and with, shares or other interests in or obligations of domestic or foreign
corporations, associations, general or limited Companies, other
limited liability companies, or individuals or direct or indirect obligations of the United States or of any
government, state, territory, government district or municipality or of any instrumentality
of any of them; and
(xiii) Indemnify a Member or Manager or former Member or Manager, and make any other
indemnification that is authorized by this Agreement in accordance with the Act.
12. Duties and Obligations of the Management Committee.
(a) The Management Committee shall cause the Company to conduct its business and operations
separate and apart from that of any Member or Manager or any of its Affiliates, including, without
limitation, (i) segregating Company assets and not allowing funds or other assets of the Company to
be commingled with the funds or other assets of, held by, or registered in the name of, any Member
or Manager or any of its affiliates, (ii) maintaining books and financial records of the Company
separate from the books and financial records of any Member or Manager and its affiliates, and
observing all Company procedures and formalities, including, without limitation, maintaining
minutes of Company meetings and acting on behalf of the Company only pursuant to due authorization
of the Members, (iii) causing the Company to pay its liabilities from assets
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of the Company, and (iv) causing the Company to conduct its dealings with third parties in its
own name and as a separate and independent entity.
(b) The Management Committee shall take all actions which may be necessary or appropriate (i)
for the continuation of the Company’s valid existence as a limited liability company under the laws
of the State of Delaware and of each other jurisdiction in which such existence is necessary to
protect the limited liability of the Members or to enable the Company to conduct the business in
which it is engaged and (ii) for the accomplishment of the Company’s purposes, including the
acquisition, development, maintenance, preservation, and operation of property in accordance with
the provisions of this Agreement and applicable laws and regulations.
13. Reimbursements. The Company shall reimburse the Members and Managers for all
expenses incurred and paid by any of them in the organization of the Company and as authorized by
the Company, in the conduct of the Company’s business, including, but not limited to, expenses of
maintaining an office, telephones, travel, office equipment and secretarial and other personnel as
may reasonably be attributable to the Company. Such expenses shall not include any expenses
incurred in connection with a Member’s or Managers’ exercise of its rights as a Member or a Manager
apart from the authorized conduct of the Company’s business. The Manager’s sole determination of
which expenses are allocated to and reimbursed as a result of the Company’s activities or business
and the amount of such expenses shall be conclusive. Such reimbursement shall be treated as
expenses of the Company and shall not be deemed to constitute distributions to any Member of
profit, loss, or capital of the Company.
14. Indemnification of the Managers.
(a) Unless otherwise provided in Section 14(d) hereof, the Company, its receiver, or
its trustee (in the case of its receiver or trustee, to the extent of Company property) shall
indemnify, save harmless, and pay all judgments and claims against any Manager relating to any
liability or damage incurred by reason of any act performed or omitted to be performed by any
Manager in connection with the Company’s business, including reasonable attorneys’ fees incurred by
the Manager in connection with the defense of any action based on any such act or omission, which
attorneys’ fees may be paid as incurred.
(b) Unless otherwise provided in Section 14(d) hereof, in the event of any action by a
Member against any Manager, including a Company derivative suit, the Company shall indemnify, save
harmless, and pay all expenses of such Manager, including reasonable attorneys’ fees incurred in
the defense of such action.
(c) Unless otherwise provided in Section 14(d) hereof, the Company shall indemnify,
save harmless, and pay all expenses, costs, or liabilities of any Manager, if for the benefit of
the Company and in accordance with this Agreement said Manager makes any deposit or makes any other
similar payment or assumes any obligation in connection with any property proposed to be acquired
by the Company and suffers any financial loss as the result of such action.
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(d) Notwithstanding the provisions of Sections 14(a), 14(b) and 14(c)
above, such Sections shall be enforced only to the maximum extent permitted by law and no Manager
shall be indemnified from any liability for the fraud, intentional misconduct, gross negligence, or
a knowing violation of the law, which was material to the cause of action.
(e) The obligations of the Company set forth in this Section 14 are expressly intended
to create third-party beneficiary rights of each of the Managers and any Member is authorized, on
behalf of the Company, to give written confirmation to any Manager of the existence and extent of
the Company’s obligations to such Manager hereunder.
15. Assignments. The Undersigned Member may assign all or any part of its limited
liability company interest at any time, and, unless the Undersigned Member otherwise provides, any
transferee shall become a substituted member of the Company automatically.
16. Additional Members. Additional Persons (as defined in the Act) may be admitted as
members in the Company, without the sale, assignment, transfer or exchange by the Undersigned
Member of all or any part of its limited liability company interest, upon the terms and conditions
as the Undersigned Member may provide from time to time. Prior to the admission of any additional
member to the Company, the Undersigned Member shall amend this Agreement to make such changes as
the Undersigned Member shall determine so as to reflect the fact that the Company shall have more
than one member.
17. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon
the decision of the Management Committee.
18. Distributions upon Dissolution. Upon the occurrence of an event set forth in
Section 17 hereof, the Undersigned Member shall be entitled to receive, after paying or
making reasonable provision for all of the Company’s creditors to the extent required by Section
18-804(a)(1) of the Act, the remaining funds or assets of the Company.
19. Limited Liability. The Undersigned Member shall have no liability for the
obligations of the Company except to the extent provided in the Act, if any.
20. Outside Business. The Undersigned Member or any Manager or any affiliate thereof
may engage in or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the Company, and the Company
shall have no rights by virtue of this Agreement in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if competitive with the
business of the Company, shall not be deemed wrongful or improper. The Undersigned Member or any
Manager or any affiliate thereof shall not be obligated to present any particular investment
opportunity to the Company even if such opportunity is of a character that, if
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presented to the Company, could be taken by the Company, and the Undersigned Member or any
Manager or any affiliate thereof shall have the right to take for its own account (individually or
as a partner, shareholder, fiduciary, or otherwise) or to recommend to others any such particular
investment opportunity.
21. Certificated Membership Interest. The limited liability company interest held by
the Undersigned Member and any other member shall be evidenced by a certificate and shall be a
security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware
and in each other applicable jurisdiction of the United States of America.
22. Tax Treatment. It is intended that, for Federal tax purposes, the Company will be
disregarded as an entity separate from its owner.
23. Amendment. This Agreement may be amended only in a writing signed by the
Undersigned Member.
24. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS
OF THE STATE OF DELAWARE.
25. Severability. Except as otherwise provided in the succeeding sentence, every term
and provision of this Agreement is intended to be severable, and if any term or provision of this
Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the legality or validity of the remainder of this Agreement. The preceding sentence shall
be of no force or effect if the consequence of enforcing the remainder of this Agreement without
such illegal or invalid term or provision would be to cause the Undersigned Member to lose the
benefit of its economic bargain.
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of this 18th day of
December, 2007.
