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Document/Exhibit Description Pages Size
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
| exv3w22 |
1.
|
Name | The name of the limited liability company formed hereby is
ArcelorMittal Indiana Harbor 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. |
||
3.
|
Registered Office; Registered Agent | The address of the registered office of the Company in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware
19801. The name of the registered agent of the Company for
service of process on the Company at such address in the
State of Delaware is The Corporation Trust Company. |
||
4.
|
Members | The names and the business, residence or mailing addresses of
the Members are set forth on Schedule A. |
||
5.
|
Management | a.) The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”). The initial number of members of the Board of Managers shall be two (2), which number may be increased or decreased with the written consent of all of the Members from time to time (so long as there is at least one member of the Board of Managers). The initial members of the Board of Managers shall be Louis L. Schorsch and Michael G. Rippey, each of whom shall serve on the Board of Managers until he or she resigns from such office or is removed from such office by the written consent of all of the Members. Additional persons may also be appointed as members of the Board of Managers, with the written consent of all of the Members, from time to time. Each such additional |
| person shall serve
on the Board of Managers until he or she resigns from such
office or is removed from such office by the written consent
of all of the Members |
||||
| The Board of Managers shall have the power to do any and all
acts necessary or convenient to or for the furtherance of the
purposes described herein, including all powers, statutory or
otherwise, possessed by managers under the laws of the State
of Delaware. The Board of Managers shall have authority to
appoint officers of the Company. The Board of Managers, and
any Company officer designated by them, shall have the
authority to bind the Company. The Members and Board of
Managers may take any action without a meeting and without
notice by means of unanimous written consent setting forth
the action so taken. A majority of the Board of Managers
will constitute a quorum for the transaction of business at
any meeting of the Board of Managers. The act of a majority
of the Board of Managers present at a meeting at which a
quorum is present will be the act of the Board of Managers. b.) The following individuals shall be officers of the Company and shall hold the office indicated below until they resign from such office or are removed from such office by the Board of Managers: |
| Name | Officer | |
President & CEO
|
Michael G. Rippey | |
EVP, Operations
|
Leonard H. Chuderewicz | |
EVP, Sales & Marketing
|
Daniel G. Mull | |
Acting General Counsel and
Secretary
|
Jay L. Lazar | |
VP, Strategic Planning and
Analysis
|
Matthew A. Bernstein | |
VP, Corporate Planning and
Analysis
|
John L. Brett | |
VP, Procurement
|
Om P. Mandhana | |
VP, Technology
|
Greg Ludkovsky | |
VP, Human Resources
|
James Michaud | |
VP, Finance and Chief
Accounting Officer
|
Vaidya Sethuraman | |
Treasurer
|
Thomas A. McCue | |
Assistant Treasurer
|
William Mundell | |
Assistant Secretary
|
G. Craig Birchette | |
Assistant Secretary
|
Marc R. Jeske |
2
| c.) The duties and the responsibilities of the officers of the
Company shall be as follows: |
||||
| President. The President shall be the Chief Executive
Officer and the Chief Operating Officer of the Company and,
as such, shall have general supervision, direction and
control of the business and affairs of the Company, subject
to the control of the Board of Managers, and shall have such
other functions, authority and duties as customarily
appertain to the office of the chief executive of a business
entity or as may be prescribed by the Board of Managers. |
||||
| Secretary. The Secretary shall keep a record of all
proceedings of the Company and of the Board of Managers and
shall perform such other duties as may be prescribed by the
Board of Managers or by the President. |
||||
| Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order
determined by the Board of Managers (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 the
Secretary’s inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall perform
such other duties as may from time to time be prescribed by
the Board of Managers, the President or the Secretary. |
||||
| Treasurer. The Treasurer shall have the custody of the funds
and securities of the Company and shall keep full and
accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and
other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the
Board of Managers. The Treasurer shall disburse the funds of
the Company as may be ordered by the Board of Managers,
taking proper vouchers for such disbursements, and shall
render as Treasurer to the President and the Board of
Managers, when the Board of Managers so requires, an account
of all transactions and of the financial condition of the
Company. The Treasurer shall perform such other duties as
may from time to time be prescribed by the Board of Managers
or the President. |
||||
| Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Managers (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 the Treasurer’s inability or refusal to act, perform the duties and exercise the |
3
| powers of the Treasurer and shall perform
such other duties and have such other powers as may from time
to time be prescribed by the Board of Managers, the President
or the Treasurer. |
||||
| Other Officers. Any officer who is elected or appointed from
time to time by the Board of Managers and whose duties are
not specified in this Agreement shall perform such duties and
have such powers as may be prescribed from time to time by
the Board of Managers or by the President. |
||||
6.
|
Dissolution | The Company shall dissolve, and its affairs shall be wound
up, upon the first to occur of the following: (a) the written
consent of the Members or (b) the entry of a decree of
judicial dissolution under Section 18-802 of the Act. |
||
7.
|
Capital Contributions |
Any Member may make capital contributions to the Company
without the approval of the Board of Managers; provided,
that, no Member is required to make any capital contribution
to the Company. Each Member shall have the percentage
interest in the Company (“Membership Interest”) as set forth
on Schedule A. |
||
8.
|
Allocation of Profits and Losses | The Company’s profits and losses shall be allocated in
proportion to the Membership Interest of the Members.
Notwithstanding the foregoing, so long as the Company has
only one member (a) except as otherwise required by
applicable provisions of tax law, solely for federal income
tax purposes and for purposes of certain state tax laws, the
Company shall be disregarded as an entity separate from the
Member; and (b) each item of Company income, gain, loss,
deduction, and credit shall be treated as if realized
directly by, and shall be allocated one hundred percent
(100%) to, the Member. |
||
9.
|
Distributions | Distributions shall be made to the Members at the times and
in the aggregate amounts determined by the Members. Such
distributions shall be allocated among the Members in the
same proportion as their Membership Interests. |
||
10.
|
Assignments | A Member may transfer or assign some or all of its Membership
Interests to any person or entity with the written consent of
all of the Members whose Membership Interests are not subject
to the transfer or assignment. |
||
11.
|
Resignation | A Member may not resign or withdraw from the Company without
the consent of all of the remaining Members. |
4
12.
|
Admission of Additional Members | One or more additional members of the Company may be admitted
to the Company with the consent of all of the
Members, and upon being so admitted shall become bound by all of the terms
of this Agreement, and shall execute a written joinder to
this Agreement. |
||
13.
|
Indemnification | The Company shall indemnify the Members, the members of the Board of Managers and any officer or employee of the Company, and may so indemnify any agent of the Company, 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 (including, without limitation, an action by or in the right of the Company) by reason of any action or omission in their respective capacities against any liabilities, expenses (including, without limitation, attorneys’ fees and expenses and any other costs and expenses incurred in connection with defending such action, suit or proceeding), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding, if the Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe its, his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption (a) that the Person did not act in good faith and in a manner which it, he or she reasonably believed to be in or not opposed to the best interests of the Company, and (b) with respect to any criminal action or proceeding, that the Person had reasonable cause to believe its, his or her conduct was unlawful. Expenses (including, without limitation, attorneys’ fees and expenses) incurred by a Person seeking indemnification hereunder shall be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking from the Person to repay such amount if it shall ultimately be determined that the Person is not entitled to indemnification. | ||
|
The indemnity provided by this Section 13 shall be in
accordance with and to the full extent now or hereafter
permitted by law, provided that, in no event shall any
subsequent change in law have the effect of reducing or
diminishing the indemnification provided for herein. |
||||
| For purposes of this Section 13, the word “Person” shall include the Members, the members of the Board of Managers and any officer, employee or agent of the Company. |
5
14.
|
Governing Law | This Agreement shall be governed by, and construed under, the
laws of the State of Delaware, all rights and remedies being
governed by said laws. |
||
15.
|
Liability of Members and Others | The Members shall not have any liability for the obligations
or liabilities of the Company except to the extent provided
in the Act. The members of the Board of Managers and
officers of the Company shall not have any liability for the
obligations or liabilities of the Company. |
||
16.
|
Amendment | This Agreement may be amended or restated in writing by all of the then-current Members. |
6
| ARCELORMITTAL USA INC. |
||||
| By: | /s/ Michael G. Rippey | |||
| Name: | Michael G. Rippey | |||
| Title: | President | |||
| Member Name, Address | Membership Interest | |||
ArcelorMittal USA Inc.
|
100% | |||
One South Dearborn Street, 19th Floor |
||||
